S-4

As filed with the Securities and Exchange Commission on April 8, 2021

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NORTHERN STAR INVESTMENT CORP. II

(Exact name of Registrant as specified in its charter)

Delaware	6770	85-3909728
(State or other jurisdiction of incorporation or organization)	(Primary standard industrial classification code number)	(I.R.S. Employer Identification Number)

c/o Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, New York 10174

(212) 818-8800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Joanna Coles, Chief Executive Officer

Northern Star Investment Corp. II

c/o Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, New York 10174

(212) 818-8800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

David Alan Miller, Esq. Jeffrey M. Gallant, Esq. Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174 Telephone: (212) 818-8800 Fax: (212) 818-8881 William Capuzzi Chief Executive Officer Apex Fintech Solutions LLC 350 N St. Paul Street Dallas, Texas 75201 Telephone: (214) 765-1100 Jeffrey N. Smith, Esq. Michael P. Heinz, Esq. Ryan Scofield, Esq. Sidley Austin LLP One South Dearborn Street Chicago, Illinois 60603 Telephone: (212) 730-8133 Fax: (877) 881-3007

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the transactions contemplated by the Agreement and Plan of Reorganization described in the included proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:   ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security to Be Registered	Amount to Be Registered	Proposed Maximum Offering Price Per Security	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Class A Common Stock	470,000,000(1)(2)	$9.99(3)	$4,695,300,000	$512,258(4)

(1) Represents a good faith estimate of the maximum number of shares of the registrant’s Class A common stock to be issued or reserved for issuance by Northern Star Investment Corp. II to the security holders of Apex Fintech Solutions LLC, a Delaware limited liability company, upon consummation of the business combination described herein.

(2) Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the registrant’s Class A common stock (which will be the registrant’s sole class of common stock after the business combination described herein) on April 1, 2021 (a date within five business days prior to the date of this Registration Statement). This calculation is in accordance with Rule 457(f)(1) of the Securities Act of 1933, as amended.

(4) Calculated pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 8, 2021

PROXY STATEMENT FOR SPECIAL MEETING OF

NORTHERN STAR INVESTMENT CORP. II

PROSPECTUS FOR UP TO 470,000,000 SHARES OF CLASS A COMMON STOCK

The board of directors of Northern Star Investment Corp. II, a Delaware corporation (“Northern Star”), has unanimously approved the Agreement and Plan of Reorganization, dated as of February 21, 2021 (the “Merger Agreement”), by and among Northern Star, NISC II-A Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of Northern Star (“Merger Sub I”), NISC II-B Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of Northern Star (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Apex Fintech Solutions LLC (f/k/a Apex Clearing Holdings LLC), a Delaware limited liability company (“Apex Fintech” or “AFS”) and, solely for the purposes of Section 5.21 therein, PEAK6 Investments LLC, a Delaware limited liability company (“PEAK6”), whereby (i) Merger Sub I will merge with and into Apex Fintech (the “Initial Merger”), with Apex Fintech being the surviving entity (the “Initial Surviving Company”) of the Initial Merger and Apex Fintech’s members receiving shares of Class A common stock, par value $0.0001 per share, of Northern Star (“Class A Common Stock”) in exchange for their membership interests in Apex Fintech, and (ii) immediately following the Initial Merger and as part of the same overall transaction as the Initial Merger, the Initial Surviving Company will merge with and into Merger Sub II (the “Final Merger” and, together with the Initial Merger, the “Mergers”), with Merger Sub II being the surviving entity of the Final Merger (the “Final Surviving Company”). As a result of the Mergers, Apex Fintech will become a wholly owned subsidiary of Northern Star, with the members of Apex Fintech becoming stockholders of Northern Star. We sometimes refer to the Mergers and the other transactions contemplated by the Merger Agreement as the “Business Combination” and to Northern Star after the Business Combination as “New Apex.”

Pursuant to the Merger Agreement, at the time of the Initial Merger, each issued and outstanding membership interest of Apex Fintech will be automatically converted into the right to receive a number of shares of Northern Star (“Merger Shares”) equal to the Exchange Ratio (the “Per Share Merger Consideration”). The “Exchange Ratio” is the quotient obtained by dividing 470,000,000 by the number of membership interests of Apex Fintech outstanding immediately prior to the closing of the Business Combination (other than any such membership interests issued or issuable upon the conversion of the convertible senior notes due 2023 issued by Apex Fintech on February 19, 2021). We presently estimate that the Exchange Ratio will be                .

The Apex Convertible Notes shall, in accordance with their terms, become convertible into shares of New Apex common stock at an initial conversion price of $10.00 per share. See the section entitled “The Business Combination Proposal—Structure of the Merger—Consideration to Apex Securityholders.”

Accordingly, this proxy statement/prospectus covers up to an aggregate of 470,000,000 shares of Class A Common Stock, representing the estimated maximum number of shares to be issued or reserved for issuance to the securityholders of Apex Fintech at the closing of the Business Combination.

In connection with the Merger, Northern Star has entered into subscription agreements with certain investors (the “PIPE Investors”), pursuant to which such PIPE Investors have agreed to purchase an aggregate of 45,000,000 shares of Class A Common Stock in a private placement at a price of $10.00 per share for an aggregate commitment of $450,000,000. The closing of the private placement is expected to take place concurrently with the closing of the Business Combination. The subscription agreements are subject to certain conditions, including, among other things, the closing of the Business Combination.

Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the special meeting of stockholders of Northern Star scheduled to be held on                 , 2021.

Northern Star’s units, Class A Common Stock and warrants are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols NSTB.U, NSTB and NSTB.WS, respectively. Northern Star intends to apply for listing on the NYSE of the New Apex common stock and warrants, under the proposed symbols APX and APX.WS, respectively, to be effective at the consummation of the Business Combination. Northern Star’s units will not be listed on the NYSE following consummation of the Business Combination and such units will automatically be separated into their component securities without any action needed to be taken on the part of the holders. Furthermore, each outstanding share of Northern Star’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), will convert into one share of Class A Common Stock at the closing of the Business Combination, the Class B Common Stock will cease to exist and Northern Star will thereafter have a single class of common stock. It is a condition to the consummation of the Business Combination that the shares of New Apex common stock to be issued in the Mergers be approved for listing on the NYSE (subject only to official notice of issuance thereof and public holder requirements), but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Merger Agreement.

Northern Star is an “emerging growth company” and “smaller reporting company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and has elected to comply with certain reduced public company reporting requirements. See “Summary of the Proxy Statement/Prospectus—Emerging Growth Company.”

This proxy statement/prospectus provides you with detailed information about the Mergers and other matters to be considered at the special meeting of Northern Star’s stockholders. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 41 of this proxy statement/prospectus. These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus incorporates by reference important business and financial information about Northern Star from documents Northern Star has filed with the Securities and Exchange Commission that are not included in or delivered with this proxy statement/prospectus. You can obtain documents incorporated by reference in this proxy statement/prospectus and other filings of Northern Star with the Securities and Exchange Commission by visiting its website at www.sec.gov or requesting them in writing or by telephone from Northern Star at the following address:

Ms. Joanna Coles

Northern Star Investment Corp. II

c/o Graubard Miller

The Chrysler Building

405 Lexington Avenue, 11th Floor

New York, NY 10174

Tel: (212) 818-8800

You will not be charged for any of these documents that you request. Stockholders requesting documents should do so by                , 2021 in order to receive them before the special meeting.

This proxy statement/prospectus is dated                 , 2021, and is first being mailed to Northern Star security holders on or about such date.

NORTHERN STAR INVESTMENT CORP. II

c/o Graubard Miller

The Chrysler Building

405 Lexington Avenue, 11th Floor

New York, NY 10174

NOTICE OF

SPECIAL MEETING

TO BE HELD ON                 , 2021

TO THE STOCKHOLDERS OF NORTHERN STAR INVESTMENT CORP II:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Northern Star Investment Corp. II (“Northern Star” or, after the completion of the transactions described herein, “New Apex”), a Delaware corporation, will be held at                  eastern time, on                 , 2021. Due to health concerns stemming from the COVID-19 pandemic, and to support the health and well-being of our stockholders, the special meeting will be a virtual meeting, held solely over the Internet by means of a live audio webcast. You are cordially invited to attend and participate in the special meeting accessing the meeting web portal located at https://www.                .com/                      . The special meeting will be held for the following purposes:

(1) Proposal No. 1—The Business Combination Proposal—to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Reorganization, dated as of February 21, 2021 (the “Merger Agreement”), by and among Northern Star, NSIC II-A Merger LLC, a Delaware limited liability company and wholly owned subsidiary of Northern Star (“Merger Sub I”), NSIC II-B Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of Northern Star (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Apex Fintech Solutions LLC (f/k/a Apex Clearing Holdings LLC), a Delaware limited liability company (“Apex Fintech” or “AFS”) and, solely for the purposes of Section 5.21 therein, PEAK6 Investments LLC, a Delaware limited liability company (“PEAK6”), a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby (the “Business Combination”), including (i) the merger of Merger Sub I with and into Apex Fintech (the “Initial Merger”), with Apex Fintech surviving as a wholly owned subsidiary of Northern Star (the “Initial Surviving Company”); (ii) immediately following the Initial Merger and as part of a single integrated transaction as the Initial Merger, the merger of the Initial Surviving Company with and into Merger Sub II (the “Final Merger” and, together with the Initial Merger, the “Mergers”), with Merger Sub II surviving as a wholly owned subsidiary of Northern Star; and (iii) the issuance of shares of Class A Common Stock of Northern Star to Apex Fintech’s members in the Initial Merger—we refer to this proposal as the “business combination proposal”;

(2) Proposal No. 2—The PIPE Proposal—to consider and vote upon a proposal to approve the issuance of an aggregate of 45,000,000 shares of New Apex common stock in a private placement at a price of $10.00 per share, for an aggregate purchase price of $450,000,000 (the “PIPE Transaction”), the closing of which is subject to certain conditions, including, among other things, the substantially concurrent closing of the Mergers—we refer to this proposal as the “PIPE proposal”;

(3) The Charter Proposals—to consider and vote upon separate proposals to approve the amendment and restatement of Northern Star’s current amended and restated certificate of incorporation to:

(i) change the name of Northern Star to “Apex Fintech Solutions, Inc.”, as opposed to the current name of “Northern Star Investment Corp. II” (Proposal No. 3);

(ii) increase the number of shares of common stock Northern Star is authorized to issue to 1,300,000,000 shares, as opposed to the current number of 150,000,000 shares, and to remove the provisions for Northern Star’s current Class B Common Stock (the shares of which will all convert into shares of Class A Common Stock in connection with the Business

Combination) so that the Class B Common Stock will cease to exist and Northern Star will have a single class of common stock (Proposal No. 4);

(iii) remove the right of stockholders of Northern Star to act without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of common stock were present and voted (Proposal No. 5);

(iv) add supermajority voting provisions applicable after such time as PEAK6 Investments LLC (“PEAK6”), PEAK6 Group LLC (“PEAK6 Group”) and their respective affiliates no longer beneficially own more than 50% of the then outstanding shares of the capital stock of New Apex, requiring the affirmative vote of the holders of 75% of the voting power of all of the then outstanding shares of the capital stock of New Apex to amend certain provisions of the certificate of incorporation and to adopt, amend or repeal any provision of the bylaws (Proposal No. 6); and

(v) remove the various provisions applicable only to special purpose acquisition companies (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time) and make certain other immaterial changes that the Northern Star board deems appropriate (Proposal No. 7)—we refer to Proposals 3, 4, 5, 6 and 7, collectively, as the “charter proposals”;

(4) Proposal No. 8—The Director Election Proposal—to elect seven directors who, upon the closing of the Business Combination, will be the directors of New Apex—we refer to this proposal as the “director election proposal”;

(5) Proposal No. 9—The Incentive Equity Plan Proposal—to consider and vote upon a proposal to approve the 2021 Incentive Equity Plan (the “2021 Plan”), which is an incentive compensation plan for employees and other service providers of Northern Star and its subsidiaries, including, after the Mergers, Apex Fintech and its subsidiaries—we refer to this proposal as the “incentive plan proposal”; and

(6) Proposal No. 10—The Adjournment Proposal—to consider and vote upon a proposal to adjourn the special meeting to a later date or dates if it is determined by the officer presiding over the special meeting that more time is necessary for Northern Star to consummate the Mergers and the other transactions contemplated by the Merger Agreement—we refer to this proposal as the “adjournment proposal.”

We also will transact any other business as may properly come before the special meeting or any adjournment or postponement thereof.

The items of business listed above are more fully described elsewhere in the proxy statement/prospectus. Whether or not you intend to attend the special meeting, we urge you to read the attached proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION IN THE PROXY STATEMENT/PROSPECTUS ENTITLED “RISK FACTORS.”

Only holders of record of Northern Star’s Class A and Class B common stock (collectively, “Northern Star common stock”) at the close of business on                 , 2021 (the “record date”) are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting.

After careful consideration, Northern Star’s board of directors has determined that each of the business combination proposal, the PIPE proposal, the charter proposals, the election of the seven nominees identified in this proxy statement/prospectus to serve as directors, the incentive plan proposal and the adjournment proposal is fair to and in the best interests of Northern Star and its stockholders and unanimously recommends that you vote

or give instruction to vote “FOR” the business combination proposal, “FOR” the PIPE proposal, “FOR” each of the charter proposals, “FOR” the election of the seven director nominees identified in this proxy statement/prospectus, “FOR” the incentive plan proposal and “FOR” the adjournment proposal, if presented. When you consider the recommendations of Northern Star’s board of directors, you should keep in mind that Northern Star’s directors and officers may have interests in the Business Combination that conflict with, or are different from, your interests as a stockholder of Northern Star. See the section entitled “The Business Combination Proposal—Interests of the Sponsor and Northern Star’s Directors and Officers in the Business Combination.”

The closing of the Business Combination is conditioned on approval of the business combination proposal, the PIPE proposal, the charter proposals, the incentive plan proposal and the director election proposal. If any of the proposals is not approved and the applicable closing condition in the Merger Agreement is not waived, the remaining proposals will not be presented to stockholders for a vote.

All Northern Star stockholders are cordially invited to attend and participate in the special meeting by accessing the meeting web portal located at https://www.                .com/                      . To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of Northern Star common stock on the record date, you may also cast your vote at the special meeting. If your Northern Star common stock is held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting, obtain a proxy from your broker or bank.

A complete list of Northern Star stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the principal executive offices of Northern Star for inspection by stockholders during business hours for any purpose germane to the special meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting virtually or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly voted and counted.

If you have any questions or need assistance voting your common stock, please contact D.F. King & Co., Inc., our proxy solicitor, by calling                 , or banks and brokers can call collect at                 . Questions can also be sent by email to                 @dfking.com. This notice of special meeting is and the proxy statement/prospectus relating to the Business Combination will be available at https://www.                .com/                      .

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Joanna Coles

Chief Executive Officer

            , 2021

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

ALL HOLDERS (THE “PUBLIC STOCKHOLDERS”) OF SHARES OF NORTHERN STAR CLASS A COMMON STOCK ISSUED IN NORTHERN STAR’S INITIAL PUBLIC OFFERING (THE “PUBLIC SHARES”) HAVE THE RIGHT TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PUBLIC STOCKHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL, TO VOTE ON THE BUSINESS COMBINATION PROPOSAL AT ALL,

OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH. THIS MEANS THAT ANY PUBLIC STOCKHOLDER HOLDING PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE REDEMPTION RIGHTS, HOLDERS MUST TENDER THEIR STOCK TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, NORTHERN STAR’S TRANSFER AGENT, NO LATER THAN TWO BUSINESS DAYS PRIOR TO THE SPECIAL MEETING. YOU MAY TENDER YOUR STOCK BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF NORTHERN STAR STOCKHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

TABLE OF CONTENTS

FREQUENTLY USED TERMS	ii
FORWARD-LOOKING STATEMENTS	v
SUMMARY OF THE MATERIAL TERMS OF THE MERGER	1
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS	4
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	15
SUMMARY HISTORICAL FINANCIAL INFORMATION OF NORTHERN STAR	35
SELECTED COMBINED CONSOLIDATED FINANCIAL DATA OF APEX FINTECH	36
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	37
COMPARATIVE PER SHARE DATA	39
RISK FACTORS	41
THE BUSINESS COMBINATION PROPOSAL	87
THE MERGER AGREEMENT	108
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS	116
THE PIPE PROPOSAL	133
THE CHARTER PROPOSALS	135
THE DIRECTOR ELECTION PROPOSAL	137
EXECUTIVE COMPENSATION	148
THE INCENTIVE PLAN PROPOSAL	151
THE ADJOURNMENT PROPOSAL	158
OTHER INFORMATION RELATED TO NORTHERN STAR	159
BUSINESS OF APEX FINTECH	169
APEX FINTECH’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	185
BENEFICIAL OWNERSHIP OF SECURITIES	207
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	212
DESCRIPTION OF NEW APEX’S SECURITIES AFTER THE MERGER	220
INFORMATION ON NORTHERN STAR AND APEX SECURITIES AND DIVIDENDS	236
APPRAISAL RIGHTS	236
STOCKHOLDER PROPOSALS	237
OTHER STOCKHOLDER COMMUNICATIONS	237
EXPERTS	237
DELIVERY OF DOCUMENTS TO STOCKHOLDERS	237
WHERE YOU CAN FIND MORE INFORMATION	238
INDEX TO FINANCIAL STATEMENTS	F-1

Annexes

Annex A – Merger Agreement	A-1
Annex B – Second Amended and Restated Certificate of Incorporation	B-1
Annex C – 2021 Incentive Equity Plan	C-1

You should rely only on the information contained or incorporated by reference in this proxy statement/prospectus in determining whether to vote in favor of the Business Combination and the other proposals. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated                 , 2021. You should not assume that the information contained or incorporated by reference in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to Northern Star securityholders nor the issuance by Northern Star of its common stock in connection with the Business Combination will create any implication to the contrary.

i

FREQUENTLY USED TERMS

As used in this proxy statement/prospectus:

• “2023 Notes” means the convertible senior notes due 2023 issued by Apex Fintech on February 19, 2021 to certain investors with an aggregate initial principal amount of $100 million (plus up to $20 million additional principal amount that may be issuable under the related purchase agreement);

• “Apex” means Apex Clearing Corporation, a Delaware corporation and wholly owned subsidiary of AFS;

• “Apex Crypto” means Apex Crypto LLC, a Delaware limited liability company and wholly owned subsidiary of PEAK6, which is under contract to become a wholly owned subsidiary of AFS;

• “Apex Fintech” or “AFS” means Apex Fintech Solutions LLC, a Delaware limited liability company;

• “Apex Pro” means Electronic Transaction Clearing, Inc., a Delaware corporation and wholly owned subsidiary of AFS;

• “B/Ds” means, Apex and Apex Pro, the registered broker-dealer subsidiaries of AFS;

• “Business Combination” means the Mergers and the other transactions contemplated by the Merger Agreement;

• “Charter” means the second amended and restated certificate of incorporation of New Apex following the Mergers;

• “client” means a firm that is a customer of AFS or one of its subsidiaries;

• “Code” means the Internal Revenue Code of 1986, as amended;

• “combined company” means Northern Star following the closing of the Business Combination (at which time, subject to stockholder approval, Northern Star will be renamed “Apex Fintech Solutions, Inc.” and is referred to by us as “New Apex”);

• “convertible notes” means the convertible promissory notes issued by Apex Fintech and outstanding immediately prior to the consummation of the Business Combination;

• “customer” means a client’s end-consumer;

• “DGCL” means the Delaware General Corporation Law, as amended;

• “Exchange Act” means the Securities Exchange Act of 1934, as amended;

• “Exchange Ratio” means the quotient equal to 470,000,000 divided by the number of membership interests of Apex Fintech outstanding immediately prior to the closing of the Business Combination (other than any such membership interests issued or issuable upon conversion of the 2023 Notes);

• “FINRA” means the Financial Industry Regulatory Authority, Inc.

• “founder shares” means the 10,062,500 shares of Northern Star’s Class B common stock that were issued prior to Northern Star’s initial public offering, 10,000,000 of which remain outstanding and will convert on a one-for-one basis into shares of Northern Star’s Class A common stock in connection with the closing of the Business Combination;

• “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

• “initial stockholders” means the holders of the founder shares prior to Northern Star’s initial public offering;

ii

• “JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended;

• “Marcum” means Marcum LLP, an independent registered public accounting firm serving as auditor for Northern Star;

• “Mergers” means (i) the merger of Merger Sub I with and into Apex Fintech, with Apex Fintech surviving as a wholly owned subsidiary of Northern Star (the “Initial Merger”), followed immediately by (ii) the merger of Apex Fintech with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of Northern Star;

• “Merger Agreement” means the Agreement and Plan of Reorganization, dated as of February 21, 2021, by and among Northern Star, Merger Sub I, Merger Sub II, Apex Fintech, and, solely for purposes of Section 5.21 of the Merger Agreement, PEAK6;

• “Merger Consideration” means the aggregate number of shares of Northern Star’s common stock that the securityholders of Apex as of immediately prior to the consummation of the Initial Merger have the right to receive upon consummation of the Initial Merger;

• “Merger Sub I” means NSIC II-A Merger LLC, a Delaware limited liability company and wholly owned subsidiary of Northern Star;

• “Merger Sub II” means NSIC II-B Merger LLC, a Delaware limited liability company and wholly owned subsidiary of Northern Star;

• “New Apex” means Northern Star (or following its name change, Apex Fintech Solutions, Inc.) after the consummation of the Business Combination, including, unless the context otherwise requires, its operating subsidiaries;

• “New Apex common stock” means, after the Mergers and the effectiveness of the Charter, New Apex’s common stock;

• “Northern Star” means Northern Star Investment Corp. II, a Delaware corporation, which is expected to be renamed “Apex Fintech Solutions, Inc.” upon the closing of the Business Combination (unless the context otherwise requires, references to “Northern Star” and “New Apex” after the closing of the Business Combination refer to the combined company, including its operating subsidiaries);

• “Northern Star common stock” means, prior to the Mergers, Northern Star’s Class A Common Stock and Class B Common Stock, collectively;

• “NYSE” means the New York Stock Exchange;

• “PEAK6” means PEAK6 Investments LLC, a Delaware limited liability company;

• “PEAK6 Group” means PEAK6 Group LLC, a Delaware limited liability company;

• “PEAK6 Parties” means PEAK6 and PEAK6 Group;

• “private warrants” means the 9,750,000 warrants of Northern Star sold to the Sponsor in a private placement that took place simultaneously with Northern Star’s initial public offering;

• “public shares” means the shares of Northern Star’s Class A Common Stock included in the units issued in Northern Star’s initial public offering;

• “public stockholders” means holders of public shares, including the Sponsor and Northern Star’s officers and directors to the extent they hold public shares; provided, that the holders of founder shares will be considered a “public stockholder” only with respect to any public shares held by them;

• “public warrants” means the redeemable warrants exercisable for shares of Northern Star’s Class A Common Stock included in the units issued in Northern Star’s initial public offering;

iii

• “record date” means                 , 2021;

• “SEC” means the United States Securities and Exchange Commission;

• “Securities Act” means the Securities Act of 1933, as amended;

• “special meeting” means the special meeting of the stockholders of Northern Star that is the subject of this proxy statement/prospectus;

• “Sponsor” means Northern Star II Sponsor LLC, a Delaware limited liability company and an affiliate of certain of Northern Star’s officers and directors; and

• “U.S. GAAP” means generally accepted accounting principles in the United States.

iv

FORWARD-LOOKING STATEMENTS

Certain information in this proxy statement/prospectus constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). However, because Northern Star is a “blank check” company, the safe-harbor provisions of the PSLRA do not apply to statements made in this proxy statement/prospectus. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intend,” “project,” “budget,” “forecast,” “anticipate,” “plan,” “may,” “will,” “could,” “should,” “predict,” “potential,” and “continue” or similar words. You should read statements that contain these words carefully because they:

• discuss future expectations;

• contain projections of future results of operations or financial condition; or

• state other “forward-looking” information.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus.

All forward-looking statements included herein attributable to any of Northern Star, Apex Fintech or any person acting on either party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, Northern Star and Apex Fintech undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

Northern Star believes it is important to communicate its expectations to its security-holders. However, there may be events in the future that Northern Star is not able to predict accurately or over which it has no control. The section in this proxy statement/prospectus entitled “Risk Factors”, “Apex’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other cautionary language discussed in this proxy statement/prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by Northern Star in such forward-looking statements.

Before you grant your proxy or instruct your bank or broker how to vote, or vote on the business combination proposal, the PIPE proposal, the charter proposals, the director election proposal, the incentive plan proposal or the adjournment proposal, you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect New Apex and/or Apex Fintech.

v

SUMMARY OF THE MATERIAL TERMS OF THE MERGERS

• The parties to the Merger Agreement are Northern Star, Merger Sub I, Merger Sub II, Apex Fintech and, solely for the purposes of Section 5.21 therein, PEAK6. On the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub I will merge with and into Apex Fintech, with Apex Fintech surviving as a wholly owned subsidiary of Northern Star (the “Initial Merger”). In connection with the Initial Merger, the members of Apex Fintech will become stockholders of Northern Star. Immediately following the Initial Merger and as part of a single integrated transaction, Apex Fintech will merge with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of Northern Star. See the sections entitled “The Business Combination Proposal” and “The Merger Agreement.”

• Apex Fintech is the parent company of Apex, a custody and clearing engine that’s powering the future of digital wealth management, and Apex Pro, a trusted clearing partner to broker-dealers, alternative trading systems (“ATS”), routing firms, professional trading firms, hedge funds, institutions and emerging managers. Apex Fintech is the “fintech for fintechs,” — the business-to-business (“B2B”) platform that powers innovation in fintech, investing, and wealth management. Apex Fintech provides a modern, mission-critical suite of solutions to its clients, in turn enabling them to revolutionize digital finance and democratize investing.

• Pursuant to the Merger Agreement, at the time of the Initial Merger, each issued and outstanding membership interest of Apex Fintech (excluding the membership interests issuable upon conversion of the 2023 Notes, as more fully described in this proxy statement/prospectus) will be automatically converted into the right to receive a number of shares of New Apex common stock equal to the Exchange Ratio. We presently estimate that the Exchange Ratio will be                 . See the section entitled “The Business Combination Proposal—Structure of the Merger.”

• The 2023 Notes shall, in accordance with their terms, become convertible into shares of New Apex common stock at an initial conversion price of $10.00 per share. See the section entitled “The Business Combination Proposal—Structure of the Merger—Consideration to Apex Fintech Securityholders.”

• In connection with the execution of the Merger Agreement, Northern Star entered into subscription agreements with certain investors (the “PIPE Investors”), pursuant to which such PIPE Investors have agreed to purchase an aggregate of 45,000,000 shares of New Apex common stock in a private placement at a price of $10.00 per share for an aggregate commitment of $450,000,000 (the “PIPE Transaction”). The closing of the PIPE Transaction is expected to take place substantially concurrently with the closing of the Mergers. The closing of the subscription agreements is subject to certain conditions, including, among other things, the substantially concurrent closing of the Mergers. For more information about the subscription agreements and the PIPE Transaction, please see the sections entitled “The Business Combination Proposal—Related Agreements—Subscription Agreements for PIPE Transaction”, “The PIPE Proposal” and “Certain Relationships and Related Person Transactions—Northern Star Related Person Transactions—Subscription Agreements.”

• Assuming that the 2023 Notes are not converted prior to the closing and no holder of Northern Star’s public shares exercises redemption rights as described in this proxy statement/prospectus, immediately after the closing of the Business Combination, the former owners of Apex Fintech’s membership interests will hold approximately 83% of the issued and outstanding New Apex common stock, the PIPE Investors will hold approximately 8% of the issued and outstanding New Apex common stock, and the current stockholders of Northern Star will hold approximately 9% of the issued and outstanding New Apex common stock. See the section entitled “The Business Combination Proposal—Structure of the Merger.”

• Certain of Apex Fintech’s members have entered or will enter into a lock-up agreement (“Lock-Up Agreement”), which provides that shares of New Apex common stock to be issued to

1

them in the Mergers will be subject to a 12-month lock-up period, during which, subject to certain exceptions, they will not, directly or indirectly, sell, transfer or otherwise dispose of their shares to be issued in the Initial Merger, which period may be earlier terminated if the reported closing sale price of the New Apex common stock equals or exceeds $15.00 per share (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations or other similar transactions) for a period of 20 trading days during any 30-trading-day period commencing at least 150 days following the consummation of the Mergers. In addition, Northern Star has agreed to cause its initial stockholders to amend the existing lock-up restrictions applicable to them and enter into agreements substantially identical to the Lock-Up Agreement, so that the lock-up restrictions with respect to the initial stockholders’ New Apex common stock will be identical to the lock-up restrictions applicable to Apex Fintech’s members who have entered, or will enter, into the Lock-Up Agreement. Furthermore, pursuant to a letter agreement executed in connection with Northern Star’s initial public offering, the private warrants will not be transferable, assignable or salable by the Sponsor until 30 days after the completion of Northern Star’s initial business combination. See the section entitled “The Business Combination Proposal—Structure of the Merger.”

• The Merger Agreement provides that either Northern Star or Apex Fintech may terminate the Merger Agreement if the Mergers have not been consummated on or before November 30, 2021, provided that the right to terminate the Merger Agreement will not be available to any party whose action or failure to act has been a principal cause of or primarily resulted in the failure of the Mergers to occur on or before such date and such action or failure to act constitutes a breach of the Merger Agreement. See the section entitled “The Merger Agreement—Termination.”

• In addition to voting on proposals to approve the Merger Agreement and the Mergers and the issuance of more than 20% of the issued and outstanding shares of the Class A Common Stock in connection with the Mergers and the PIPE Transaction, the stockholders of Northern Star will vote on proposals to: (i) approve amendments to Northern Star’s current amended and restated certificate of incorporation (a) to change the name of Northern Star to “Apex Fintech Solutions, Inc.”, (b) to increase the number of shares of common stock Northern Star is authorized to issue to 1,300,000,000 shares and to remove the provisions for Northern Star’s current Class B Common Stock (the shares of which will all convert into shares of Class A Common Stock in connection with the Business Combination) so that the Class B Common Stock will cease to exist and Northern Star will have a single class of common stock, (c) to remove the right of stockholders of Northern Star to act without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of common stock were present and voted, (d) to add supermajority voting provisions applicable after such time as the PEAK6 Parties and their affiliates no longer beneficially own more than 50% of the then outstanding shares of the capital stock of New Apex, requiring the affirmative vote of the holders of 75% of the voting power of all of the then outstanding shares of the capital stock of New Apex to amend certain provisions of the second amended and restated certificate of incorporation and to adopt, amend or repeal any provision of the bylaws, and (d) to remove the various provisions applicable only to special purpose acquisition companies (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time) and make certain other immaterial changes that the Northern Star board deems appropriate; (ii) elect seven directors who, upon the closing of the Business Combination, will be the directors of New Apex; (iii) approve the 2021 Plan; and (iv) adjourn the special meeting to a later date or dates, if it is determined by the officer presiding over the special meeting that more time is necessary for Northern Star to consummate the Mergers and the other transactions contemplated by the Merger Agreement. The approval of these proposals (other than the adjournment proposal) by the stockholders of Northern Star is a condition to the consummation of the Business Combination.

2

See the sections entitled “The Charter Proposals,” “The Director Election Proposal,” “The Incentive Plan Proposal” and “The Adjournment Proposal.”

• Pursuant to the terms of the Merger Agreement, the parties thereto have agreed to nominate the following persons to serve as the initial directors of New Apex upon the closing of the Business Combination: as Class A directors serving until Northern Star’s 2022 special meeting of stockholders, Joanna Coles and             ; as Class B directors serving until Northern Star’s 2023 special meeting of stockholders,              and             ; and as Class C directors serving until Northern Star’s 2024 special meeting of stockholders, William Capuzzi, Matthew Hulsizer and Jennifer Just. See the section entitled “The Director Election Proposal.”

• Upon completion of the Mergers, the executive officers of New Apex will include William Capuzzi, as Chief Executive Officer, Tricia Rothschild, as President, Christopher Springer, as Chief Financial Officer, and the other persons described under “The Director Election Proposal—Information about Executive Officers, Directors and Nominees.”

• Certain members of Apex Fintech, holders of the 2023 Notes and stockholders of Northern Star will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which they will be granted certain rights to have registered, in certain circumstances, the resale under the Securities Act of certain shares of New Apex common stock held by them, subject to certain conditions set forth therein. Northern Star will terminate its existing registration rights agreement with the Northern Star initial stockholders. See the section entitled “The Business Combination Proposal—Related Agreements.”

• In connection with the execution of the Merger Agreement, certain members of Apex Fintech (the “Supporting Holders”) holding more than 50% of the issued and outstanding membership interests of Apex Fintech, have entered into agreements with Northern Star (the “Support Agreements”) pursuant to which the Supporting Holders have agreed, among other things, to vote all of the membership interests in Apex Fintech beneficially owned by them in favor of the Mergers at a meeting called to approve the Mergers by the members of Apex Fintech (or in an action by written consent approving the Mergers). In connection with the execution of the Merger Agreement, the Sponsor and each officer and director of Northern Star who, in the aggregate (together with the Sponsor) hold approximately 20% of the issued and outstanding Northern Star common stock, entered into agreements with Apex Fintech (the “Sponsor Support Agreements”) pursuant to which the Sponsor and such other parties have agreed, among other things, to vote all Northern Star common stock beneficially owned by them to adopt and approve the Merger Agreement, the Mergers, and the other documents and transactions contemplated by the Merger Agreement. See the section entitled “The Business Combination Proposal—Related Agreements.”

3

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information set forth elsewhere in this proxy statement/prospectus and only briefly address some commonly asked questions about the special meeting and the proposals to be presented at the special meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to Northern Star stockholders. Stockholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to or incorporated by reference herein, to fully understand the proposed Business Combination and the voting procedures for the special meeting.

Q. Why am I receiving this proxy statement/prospectus?

A. Northern Star and Apex Fintech have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and Northern Star encourages its stockholders to read it in its entirety. Northern Star’s stockholders are being asked to consider and vote upon a proposal to approve and adopt the Merger Agreement and the Mergers, including (1) the merger of Merger Sub I with and into Apex Fintech, with Apex Fintech surviving as a wholly owned subsidiary of Northern Star (the “Initial Merger”), (2) immediately following the Initial Merger and as part of a single integrated transaction as the Mergers, the merger of Apex Fintech with and into Merger Sub II , with Merger Sub II surviving as a wholly owned subsidiary of Northern Star, and (3) the issuance of shares of New Apex common stock to members of Apex Fintech in the Initial Merger. We refer to this proposal as the “business combination proposal.” See the section entitled “The Business Combination Proposal.”

Q. Are there any other matters being presented to stockholders at the meeting?

A. In addition to voting on the business combination proposal, the stockholders of Northern Star will vote on the following:

1. A proposal to approve the issuance of an aggregate of 45,000,000 shares of New Apex common stock in the PIPE Transaction, the closing of which is subject to certain conditions, including, among other things, the substantially concurrent closing of the Mergers. We refer to this proposal as the “PIPE proposal.” See the section entitled “The PIPE Proposal.”

2. Separate proposals to approve amendments to Northern Star’s current amended and restated certificate of incorporation to: (i) change the name of Northern Star to “Apex Fintech Solutions, Inc.”, as opposed to the current name of “Northern Star Investment Corp. II”; (ii) increase the number of shares of common stock Northern Star is authorized to issue to 1,300,000,000 shares, as opposed to the current number of 150,000,000 shares, and remove the provisions for Northern Star’s current Class B Common Stock (the shares of which will all convert into shares of Class A Common Stock in connection with the Business Combination) so that the Class B Common Stock will cease to exist and Northern Star will have a single class of common stock; (iii) remove the right of stockholders of Northern Star to act without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of common stock were present and voted; (iv) add supermajority voting provisions applicable after such time as the PEAK6 Parties and their affiliates no longer beneficially own more than 50% of the then outstanding shares of the capital stock of New Apex, requiring the affirmative vote of the holders of 75% of the voting power of all of the then outstanding shares of the capital stock of New Apex to amend certain provisions of the second amended and restated certificate of incorporation and to adopt, amend or repeal any provision of the bylaws; and (v) remove the various provisions applicable only to special purpose acquisition corporations (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time) and make certain other immaterial changes that the Northern Star board deems appropriate. We refer to these proposals collectively as

4

the “charter proposals.” A copy of Northern Star’s proposed second amended and restated certificate of incorporation effectuating the foregoing amendments is attached to this proxy statement/prospectus as Annex B. See the section entitled “The Charter Proposals.”

3. A proposal to elect seven directors who, upon the closing of the Business Combination, will be the directors of New Apex. We refer to this proposal as the “director election proposal.” See the section entitled “The Director Election Proposal.”

4. A proposal to approve the 2021 Plan. We refer to this proposal as the “incentive plan proposal.” A copy of the 2021 Plan is attached to this proxy statement/prospectus as Annex C. See the section entitled “The Incentive Plan Proposal.”

5. A proposal to adjourn the special meeting to a later date or dates if it is determined by the officer presiding over the special meeting that more time is necessary for Northern Star to consummate the Mergers and the other transactions contemplated by the Merger Agreement. We refer to this proposal as the “adjournment proposal.” See the section entitled “The Adjournment Proposal.”

Northern Star will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposals, the proposed Business Combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

The closing of the Business Combination is conditioned on approval of the business combination proposal, the PIPE proposal, the charter proposals and the incentive plan proposal and on the election of the seven nominees identified in this proxy statement/prospectus to serve as directors of New Apex. If any of the proposals is not approved or the director nominees are not elected, and the applicable closing condition in the Merger Agreement is not waived, the remaining proposals will not be presented to stockholders for a vote.

The vote of stockholders is important. Regardless of how many shares you own, you are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q: Why is Northern Star providing stockholders with the opportunity to vote on the Business Combination?

A: In connection with the Business Combination, we may issue up to an estimated maximum of 470,000,000 shares of New Apex common stock, representing up to approximately 1,175% of the shares of Northern Star common stock outstanding on the date of this proxy statement/prospectus. NYSE Listing Rules require stockholder approval of certain transactions that result in the issuance of 20% or more of a company’s outstanding voting power or shares of common stock outstanding before the issuance of stock or securities and for any issuance that results in a change in control. Because we may issue 20% or more of our outstanding voting power and outstanding common stock in connection with the Business Combination and such issuance will result in a change in control, we are required to obtain stockholder approval of such issuances pursuant to NYSE Listing Rules. Similarly, in connection with the PIPE Transaction, we may issue 45,000,000 shares of New Apex common stock, representing up to an estimated 112.5% of the shares of Northern Star common stock outstanding on the date of this proxy statement/prospectus. Approval of Northern Star’s stockholders is also required for the adoption of Northern Star’s second amended and restated certificate of incorporation, for adoption of the 2021 Plan under the NYSE Listing Rules, and to enable Northern Star to issue incentive stock options under the 2021 Plan. The closing of the Business Combination is conditioned on the approval of the business combination proposal, the PIPE proposal, the charter proposals, the incentive plan proposal and on the election of the seven nominees identified in this proxy statement/prospectus to serve as directors of New Apex at the special meeting.

Q. I am a Northern Star warrant holder. Why am I receiving this proxy statement/prospectus?

A. The holders of Northern Star warrants are entitled to purchase Northern Star common stock or New Apex common stock, as applicable, at a purchase price of $11.50 per share beginning on the later of January 28, 2022 and 30 days after the closing of the Business Combination. This proxy statement/prospectus includes

5

important information about Northern Star and the business of Northern Star and its subsidiaries following the closing of the Business Combination. Because holders of Northern Star warrants will be entitled to purchase Northern Star common stock or New Apex common stock, as applicable, beginning on the later of January 28, 2022 and 30 days after the closing of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.

Q. What will happen to Northern Star’s securities upon consummation of the Business Combination?

A. Northern Star’s units, Class A Common Stock and warrants are currently listed on the NYSE under the symbols NSTB.U, NSTB and NSTB WS, respectively. Northern Star intends to apply for listing on the NYSE of the New Apex common stock and warrants, under the proposed symbols APX and APX WS, respectively, to be effective at the consummation of the Business Combination. Northern Star’s units will not be listed on the NYSE following consummation of the Business Combination and such units will automatically be separated into their component securities without any action needed to be taken on the part of the holders of such units. Furthermore, each outstanding share of Northern Star’s Class B Common Stock will convert into one share of Class A Common Stock at the closing of the Business Combination, the Class B Common Stock will cease to exist and Northern Star will have a single class of common stock.

It is a condition to the consummation of the Business Combination that the shares of New Apex common stock to be issued in the Initial Merger are approved for listing on the NYSE (subject only to official notice of issuance thereof and public holder requirements), but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Merger Agreement.

Northern Star warrant holders and those stockholders who do not elect to have their Northern Star shares redeemed for a pro rata share of the trust account need not submit their common stock or warrant certificates, and such shares and warrants will remain outstanding.

Q. Why is Northern Star proposing the Business Combination?

A. Northern Star was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

On January 28, 2021, Northern Star completed its initial public offering of units, with each unit consisting of one share of Class A Common Stock and one-fifth of one redeemable warrant, with each whole warrant entitling the holder to purchase one share of Class A Common Stock at a price of $11.50, raising total gross proceeds of approximately $400,000,000. Simultaneously with closing of the initial public offering, Northern Star consummated the sale of 9,750,000 private warrants at a price of $1.00 per warrant. A total of $400,000,000 of the net proceeds was deposited into the trust account. Since its initial public offering, Northern Star’s activity has been limited to the evaluation of business combination candidates.

Apex Fintech is the parent company of Apex, a custody and clearing engine that’s powering the future of digital wealth management, and Apex Pro, a trusted clearing partner to broker-dealers, ATS’s, routing firms, professional trading firms, hedge funds, institutions and emerging managers. Apex Fintech’s proprietary enterprise-grade technology delivers speed, efficiency, and flexibility to firms ranging from innovative start-ups to blue-chip brands focused on transformation to capture a new generation of investors. Apex Fintech helps its clients provide the seamless digital experiences today’s consumers expect with the throughput and scalability needed by fast-growing, high-volume financial services businesses.

Based on Northern Star’s due diligence investigations of Apex Fintech and the industry in which Apex Fintech operates, including the financial and other information provided by Apex Fintech to Northern Star in the course of evaluating a business combination with Apex Fintech and negotiating the Merger Agreement, Northern Star believes that Apex Fintech has a very appealing market opportunity and growth profile, strong position in its industry and a compelling valuation. As a result, Northern Star believes that a business combination with Apex Fintech will provide Northern Star stockholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section entitled “The Business Combination Proposal—Northern Star’s Board of Directors’ Reasons for Approval of the Business Combination.”

6

Q. Did Northern Star’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A. No. Northern Star’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Accordingly, investors will be relying solely on the judgment of Northern Star’s board of directors in valuing Apex Fintech and assuming the risk that the Northern Star board may not have properly valued the business. However, Northern Star’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have substantial experience with mergers and acquisitions. Furthermore, in analyzing the Business Combination, Northern Star’s board of directors conducted significant due diligence on Apex Fintech. Based on the foregoing, Northern Star’s board of directors concluded that its members’ experience and backgrounds enabled it to make the necessary analyses and determinations regarding the Business Combination, including that the Business Combination was fair from a financial perspective to its stockholders and that Apex Fintech’s fair market value was at least 80% of the assets held in Northern Star’s trust account (net of amounts previously disbursed to management for tax obligations and excluding the amount of deferred underwriting discounts held in trust) at the time of the agreement to enter into the Business Combination. There can be no assurance, however, that Northern Star’s board of directors was correct in its assessment of the Business Combination. For a complete discussion of the factors utilized by Northern Star’s board of directors in approving the Business Combination, see the section entitled “The Business Combination Proposal.”

Q. Do I have redemption rights?

A. If you are a holder of public shares, you have the right to demand that Northern Star redeem such shares for a pro rata portion of the cash held in Northern Star’s trust account, calculated as of two business days prior to the consummation of the Business Combination. We sometimes refer to these rights to demand redemption of the public shares as “redemption rights.”

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 20% or more of the public shares. Accordingly, all public shares in excess of 20% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

Under Northern Star’s amended and restated certificate of incorporation, the Business Combination may not be consummated if Northern Star has net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination, after taking into account the redemption for cash of all public shares properly demanded to be redeemed by holders of public shares, the completion of the Business Combination and the completion of the PIPE Transaction. Because the net tangible assets of the combined company will exceed this threshold as a result of the PIPE Transaction, all of the public shares may be redeemed and Northern Star can still consummate the Business Combination. However, the combined company must meet certain distribution criteria, including having a minimum of 1,100,000 publicly held shares (excluding shares held by directors, officers, their immediate family members and other concentrated holdings of 10% or more), in order to be listed on the NYSE, which is a condition to closing the Business Combination.

Q. How do I exercise my redemption rights?

A. A holder of public shares may exercise redemption rights regardless of whether it votes for or against the business combination proposal or does not vote on such proposal at all, or if it is a holder of public shares on the record date. If you are a holder of public shares and wish to exercise your redemption rights, you must demand that Northern Star convert your public shares into cash, and deliver your public shares to Northern Star’s transfer agent physically or electronically using The Depository Trust Company’s Deposit/Withdrawal at Custodian (“DWAC”) System no later than two business days prior to the special meeting.

7

Any holder of public shares seeking redemption will be entitled to a full pro rata portion of the amount then in the trust account (which, for illustrative purposes, was $                 , or $                 per share, as of the record date), less any owed but unpaid taxes on the funds in the trust account. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the trust account.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time prior to the time the vote is taken with respect to the business combination proposal at the special meeting. If you deliver your shares for redemption to Northern Star’s transfer agent and later decide prior to the special meeting not to elect redemption, you may request that Northern Star’s transfer agent return the shares (physically or electronically). You may make such request by contacting Northern Star’s transfer agent at the address listed at the end of this section.

Any written demand of redemption rights must be received by Northern Star’s transfer agent at least two business days prior to the vote taken on the business combination proposal at the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent.

If you are a holder of public shares (including through the ownership of Northern Star units) and you exercise your redemption rights, it will not result in the loss of any Northern Star warrants that you may hold (including those contained in any units you hold). Your warrants will become exercisable to purchase one share of New Apex common stock for a purchase price of $11.50 beginning on the later of January 28, 2022 and 30 days after consummation of the Business Combination.

Q. Do I have appraisal rights if I object to the proposed Business Combination?

A. No. Neither Northern Star stockholders nor its unit or warrant holders have appraisal rights in connection with the Business Combination under Delaware law. See the section entitled “Appraisal Rights.”

Q. What happens to the funds deposited in the trust account after consummation of the Business Combination?

A. Of the net proceeds of Northern Star’s initial public offering and simultaneous private placement of warrants, approximately $400,000,000 was placed in the trust account immediately following the initial public offering. After consummation of the Business Combination, the funds in the trust account will be used to pay, on a pro rata basis, holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination, and for general corporate purposes.

Q. What happens if a substantial number of public stockholders vote in favor of the business combination proposal and exercise their redemption rights?

A. Northern Star’s public stockholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote either for or against the Business Combination, or vote at all, in order to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a result of redemption by public stockholders. Although the requirement that Northern Star have at least $5,000,001 of net tangible assets will be satisfied as a result of the PIPE Transaction even if all of the public shares are redeemed, with fewer public shares and public stockholders, the trading markets for New Apex common stock and warrants following the closing of the Business Combination may be less liquid than the market for New Apex common stock and warrants were prior to the Merger, and Northern Star may not be able to meet the listing standards of the NYSE or an alternative national securities exchange, which is a condition to closing the Business Combination. For example, the combined company must meet certain distribution criteria, including having a minimum of 1,100,000 publicly held shares (excluding shares held by directors, officers, their immediate family members and other concentrated holdings of 10% or more), in order to be listed on the NYSE. In addition, with fewer funds available from the trust account, the capital infusion from the trust account into Apex’s business will be reduced and Apex may not be able to fully achieve its business plans or goals.

8

Q. What happens if the Business Combination is not consummated?

A. If Northern Star does not complete the Business Combination with Apex Fintech for whatever reason, Northern Star would search for another target business with which to complete a business combination. If Northern Star does not complete the Business Combination with Apex Fintech or another business combination by January 28, 2023 (or such later date as may be approved by Northern Star stockholders in an amendment to its amended and restated certificate of incorporation), Northern Star must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to an amount then held in the trust account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses). The Sponsor and Northern Star’s officers and directors have waived their redemption rights with respect to their founder shares in the event a business combination is not effected in the required time period, and, accordingly, the founder shares held by them will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to our outstanding warrants. Accordingly, the warrants will expire worthless.

Q. How do the Sponsor and the officers and directors of Northern Star intend to vote on the proposals?

A. The Sponsor, as well as Northern Star’s officers and directors, beneficially own and are entitled to vote an aggregate of 20% of the outstanding Northern Star common stock. These holders have agreed to vote their shares in favor of the business combination proposal and the other proposals being presented at the meeting and in favor of the election of the seven nominees identified in this proxy statement/prospectus to serve as directors of Northern Star. In addition to the shares of Northern Star common stock held by the Sponsor and Northern Star’s officers and directors, Northern Star would need 15,000,001, or just over 37.5%, of the 40,000,000 public shares sold in Northern Star’s initial public offering to be voted in favor of the business combination proposal, the PIPE proposal, the charter proposals, the incentive plan proposal, and the adjournment proposal in order for them to be approved (assuming all outstanding shares are voted on each proposal).

Q. Will Northern Star enter into any financing arrangements in connection with the Business Combination?

A. Yes. On February 21, 2021, in connection with the execution of the Merger Agreement, Northern Star entered into subscription agreements with the PIPE Investors, pursuant to which such PIPE Investors have agreed to purchase an aggregate of 45,000,000 shares of New Apex common stock in a private placement at a price of $10.00 per share for an aggregate commitment of $450,000,000. The closing of the subscription agreements is subject to certain customary conditions, including, among other things, the substantially concurrent closing of the Mergers. The purpose of the PIPE Transaction is to ensure that the combined company has a minimum amount of capital to operate its business following the transaction and for supporting New Apex’s growth, working capital requirements, capital expenditures and general corporate purposes.

Q. What interests do the Sponsor and the current officers and directors of Northern Star have in the Business Combination?

A. In considering the recommendation of Northern Star’s board of directors to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and certain of our directors and officers have interests in the business combination that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination and in agreeing to vote their shares in favor of the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the fact that:

• If the Business Combination with Apex Fintech or another business combination is not consummated by January 28, 2023 (or such later date as may be approved by Northern Star’s stockholders), Northern Star will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its

9

remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 10,000,000 founder shares held by the Sponsor and Northern Star’s directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to Northern Star’s initial public offering, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. On the other hand, if the Mergers are consummated, each outstanding founder share will convert into one share of New Apex common stock at the closing. Such shares had an aggregate market value of $100,000,000 based upon the closing price of $10.00 per share on the NYSE on April 1, 2021.

• The Sponsor, which is affiliated with certain of Northern Star’s directors and officers, purchased an aggregate of 9,750,000 private warrants from Northern Star for an aggregate purchase price of approximately $9.75 million (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of Northern Star’s initial public offering. All of the proceeds Northern Star received from these purchases were placed in the trust account. Such warrants had an aggregate market value of $14,625,000 based upon the closing price of $1.50 per warrant on the NYSE on April 1, 2021. The private warrants will become worthless if Northern Star does not consummate a business combination by January 28, 2023 (or such later date as may be approved by Northern Star stockholders in an amendment to its amended and restated certificate of incorporation).

• If Northern Star is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Northern Star for services rendered or contracted for or products sold to Northern Star. If Northern Star consummates a business combination, on the other hand, Northern Star will be liable for all such claims.

• The Sponsor and Northern Star’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Northern Star’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Northern Star fails to consummate an initial business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, Northern Star may not be able to reimburse these expenses if the Business Combination with Apex Fintech or another business combination is not completed by January 28, 2023 (or such later date as may be approved by Northern Star stockholders in an amendment to its amended and restated certificate of incorporation). As of                 , 2021, the Sponsor and Northern Star’s officers and directors and their affiliates had incurred approximately $                 of unpaid reimbursable expenses.

• It is currently contemplated that Joanna Coles will be a director of New Apex after the closing of the Business Combination (assuming that the seven nominees identified in this proxy statement/prospectus to serve as directors of New Apex after the closing of the Business Combination are elected). As such, in the future, she will receive any cash fees, stock options or stock awards that the New Apex board of directors determines to pay to its non-executive directors.

• The Merger Agreement provides that at and as of the closing of the Mergers, Northern Star will enter into an indemnification agreement with each of the directors serving on its board of directors and each of its executive officers as of immediately prior to such closing, which shall indemnify such directors and officers with respect to actions arising out of or pertaining to matters existing or occurring at or prior to the closing date.

• Northern Star’s officers and directors (or their affiliates) may make loans from time to time to Northern Star to fund certain capital requirements. As of the date of this proxy statement/prospectus, no such loans have been made, but loans may be made after the date of this proxy statement/prospectus. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to Northern Star outside of the trust account.

10

Q. When do you expect the Business Combination to be completed?

A. It is currently anticipated that the Business Combination will be consummated promptly following the Northern Star special meeting, which is set for                 , 2021; however, such meeting could be adjourned or postponed to a later date, as described elsewhere in this proxy statement/prospectus. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Merger Agreement—Conditions to the Closing of the Business Combination.”

Q. What do I need to do now?

A. Northern Star urges you to carefully read and consider the information contained or incorporated by reference in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder and/or warrantholder of Northern Star. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q. When and where will the meeting take place?

A. The special meeting will be held on                 , 2021, at                 eastern time, solely over the Internet by means of a live audio webcast. You may attend and participate in the special meeting webcast by accessing the meeting web portal located at https://www.                .com/                       and following the instructions set forth below. Stockholders participating in the special meeting will be able to listen only and will not be able to speak during the special meeting webcast. However, in order to maintain the interactive nature of the special meeting, virtual attendees will be able to:

• vote via the meeting web portal during the special meeting webcast; and

• submit questions or comments to Northern Star’s directors and officers during the special meeting via the meeting web portal.

Stockholders may submit questions or comments during the meeting through the meeting web portal by typing in the “Submit a question” box.

Q. How do I attend the special meeting?

A. Due to health concerns stemming from the COVID-19 pandemic, and to support the health and well-being of our stockholders, the special meeting will be a virtual meeting. Any stockholder wishing to attend the special meeting through the meeting web portal must register in advance. To register for and attend the special meeting, please follow these instructions as applicable to the nature of your ownership of Northern Star common stock:

• Shares Held of Record. If you are a record holder, and you wish to attend the virtual special meeting, go to https://www.                .com/                      , enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Immediately prior to the start of the special meeting, you will need to log back into the meeting site using your control number. You must register before the meeting starts.

• Shares Held in Street Name. If you hold your shares in “street” name, which means your shares are held of record by a broker, bank or nominee, and you who wish to attend the virtual special meeting, you must obtain a legal proxy from the stockholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com. Holders should contact their bank, broker or other nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the special meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the special meeting. “Street” name holders should contact Continental Stock Transfer on or before                 , 2021.

11

Stockholders will also have the option to listen to the special meeting by telephone by calling:

• Within the United States and Canada:                  (toll-free)

• Outside of the United States and Canada:                (standard rates apply)

The passcode for telephone access:                 #. You will not be able to vote or submit questions unless you register for and log in to the special meeting web portal as described above.

Q. How do I vote?

A. If you are a holder of record of Northern Star common stock on the record date, you may vote by attending the special meeting and submitting a ballot via the meeting web portal or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly voted and counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the virtual special meeting and vote through the meeting web portal, obtain a legal proxy from your broker, bank or nominee.

Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A. No. A “broker non-vote” occurs when a broker submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and the broker does not have discretionary authority to vote in the absence of such instructions. Under the applicable NYSE rules and interpretations, brokers do not have discretionary authority to vote on certain of the proposals to be considered at the special meeting. Accordingly, your broker, bank or nominee cannot vote your shares on such proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

Q. May I change my vote after I have mailed my signed proxy card?

A. Yes. Stockholders of record may send a later-dated, signed proxy card to Northern Star’s transfer agent at the address set forth below so that it is received prior to the vote at the special meeting, or submit a ballot through the meeting web portal during the special meeting webcast. Stockholders of record also may revoke their proxy by sending a notice of revocation to Northern Star’s transfer agent, which must be received prior to the vote at the special meeting. If you hold your shares in “street name,” you should contact your broker, bank or nominee to change your instructions on how to vote. If you hold your shares in “street name” and wish to attend the virtual special meeting and vote through the meeting web portal, you must obtain a legal proxy from your broker, bank or nominee.

Q. What constitutes a quorum for the special meeting?

A: A quorum is the minimum number of shares of Northern Star common stock that must be present to hold a valid meeting. A quorum will be present at the Northern Star special meeting if a majority of all the outstanding shares entitled to vote at the meeting are represented at the virtual special meeting either by attendance through the meeting web portal or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. Northern Star’s Class A Common Stock and Class B Common Stock are entitled vote together as a single class on all matters to be considered at the special meeting.

Q. What stockholder vote thresholds are required for the approval of each proposal brought before the special meeting?

A. The business combination proposal. The approval of the business combination proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Northern Star common stock present and entitled to vote at the special meeting to approve the Business Combination.

12

The PIPE proposal. The approval of the PIPE proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Northern Star common stock present and entitled to vote at the special meeting.

The charter proposals. The approval of each of the charter proposals will require the affirmative vote of the holders of a majority of the outstanding shares of Northern Star common stock on the record date.

The director election proposal. The election of directors requires a plurality vote of the Northern Star common stock present and entitled to vote at the special meeting. A plurality means that the individuals who receive the largest number of votes cast “FOR” are elected as directors.

The incentive plan proposal. The approval of the incentive plan proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Northern Star common stock present and entitled to vote at the special meeting.

The adjournment proposal. The approval of the adjournment proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Northern Star common stock present and entitled to vote at the special meeting.

The holders of founder shares own an aggregate of 10,000,000 shares of Class B Common Stock of Northern Star, representing 20% of the outstanding Northern Star common stock, and have agreed to vote in favor of the business combination proposal, the PIPE proposal, the charter proposals, the incentive plan proposal, the adjournment proposal, and for the election of the seven nominees identified in this proxy statement/prospectus to serve as directors of New Apex; as a result, only 15,000,001 public shares, or approximately 37.5% of the public shares, are required to be voted in favor of the business combination proposal, the PIPE proposal, the incentive plan proposal and the adjournment proposal in order for them to be approved (assuming all outstanding shares are present and entitled to vote).

Q. What happens if I fail to take any action with respect to the special meeting?

A. If you fail to take any action with respect to the meeting and the Business Combination is approved by stockholders and consummated, you will continue to be a holder of Northern Star common stock, New Apex common stock, or warrants, as applicable, and the business of Apex Fintech will become the business of Northern Star. As a corollary, failure to deliver your stock certificate(s) to Northern Star’s transfer agent (either physically or electronically) no later than two business days prior to the special meeting means you will not have any right in connection with the Mergers to convert your shares into a pro rata share of the funds held in Northern Star’s trust account.

If you fail to take any action with respect to the special meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of Northern Star, as applicable, and Northern Star will continue to search for another target business with which to complete an initial business combination. If Northern Star does not complete an initial business combination by January 28, 2023 (or such later date as may be approved by Northern Star stockholders in an amendment to its amended and restated certificate of incorporation), Northern Star must cease all operations except for the purpose of winding up, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to an amount then on deposit in the trust account, including interest earned on the trust account and not previously released to Northern Star (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), and as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate.

Q. What should I do with my share and/or warrant certificates?

A. Warrant holders and those stockholders who do not elect to have their Northern Star shares redeemed for a pro rata share of the trust account need not submit their certificates. Northern Star stockholders who exercise their redemption rights must deliver their share certificates to Northern Star’s transfer agent (either physically or electronically) no later than two business days prior to the special meeting as described above.

13

Q. What should I do if I receive more than one set of voting materials?

A. Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of Northern Star common stock.

Q. Who can help answer my questions?

A. If you have questions about the Mergers or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact:

Ms. Joanna Coles

Northern Star Investment Corp. II

c/o Graubard Miller

The Chrysler Building

405 Lexington Avenue, 11th Floor

New York, NY 10174

Tel: (212) 818-8800

or the proxy solicitor at:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Shareholders (toll-free):

Banks and Brokers:

E-mail: ApexBox@dfking.com

You may also obtain additional information about Northern Star from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to Northern Star’s transfer agent at the address below at least two business days prior to the vote at the special meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mr. Mark Zimkind

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

E-mail: mzimkind@continentalstock.com

14

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information set forth elsewhere in this proxy statement/prospectus and does not purport to contain all of the information that may be important to you. To better understand the proposals to be submitted for a vote at the special meeting, including the business combination proposal, you should read this entire document and the documents incorporated by reference herein carefully, including the Merger Agreement attached to this proxy statement/prospectus as Annex A. The Merger Agreement is the legal document that governs the Mergers that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “The Merger Agreement.”

The Parties

Northern Star

Northern Star Investment Corp. II was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Northern Star was incorporated under the laws of the State of Delaware on November 12, 2020.

On January 28, 2021, Northern Star closed its initial public offering of 40,000,000 units, including a partial exercise by the underwriter of its over-allotment option in the amount of 5,000,000 units, with each unit consisting of one share of Class A Common Stock and one-fifth of one redeemable warrant, with each whole warrant entitling the holder to purchase one share of Class A Common Stock at a price of $11.50 commencing on the later of January 28, 2022 and 30 days after the consummation of an initial business combination. The units from Northern Star’s initial public offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $400,000,000.

Simultaneously with the consummation of its initial public offering, Northern Star consummated the private sale of 9,750,000 private warrants at $1.00 per warrant generating gross proceeds of $9.75 million. A total of $400,000,000 was deposited into the trust account and the remaining proceeds, net of underwriting discounts and commissions and other costs and expenses, became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. Northern Star’s initial public offering was conducted pursuant to a registration statement on Form S-1 (Registration Nos. 333-251921 and 333-252421) that became effective on January 25, 2021. As of                 , 2021, the record date, there was approximately $                 held in the trust account.

Northern Star’s units, Class A Common Stock and warrants are listed on the NYSE under the symbols NSTB.U, NSTB and NSTB.WS, respectively.

The mailing address of Northern Star’s principal executive office is c/o Graubard Miller, The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, NY 10174, and its telephone number is (212) 818-8800. After the consummation of the Business Combination, Northern Star’s principal executive office will be that of Apex Fintech.

Merger Subs

NSIC II-A Merger LLC (“Merger Sub I”) and NSIC II-B Merger LLC (“Merger Sub II,” and, together with Merger Sub I, the “Merger Subs”) are wholly owned subsidiaries of Northern Star formed solely for the purpose of effectuating the Mergers described herein. The Merger Subs were incorporated under the laws of Delaware on February 15, 2021. The Merger Subs own no material assets and do not operate any business.

The mailing address of the Merger Subs’ principal executive office is c/o Graubard Miller, The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, NY 10174, and their telephone number is (212) 818-8800. As a result of the consummation of the Mergers, Merger Sub I will cease to exist and Merger Sub II will survive as a wholly owned subsidiary of Northern Star.

15

Apex Fintech

Apex Fintech Solutions (Apex Fintech) is the “fintech for fintechs,” — the business-to-business (B2B) platform that powers innovation in fintech, investing, and wealth management. Apex Fintech provides a modern, mission-critical suite of solutions to its clients, in turn enabling them to revolutionize digital finance and democratize investing. Apex Fintech pioneered the development and enablement of the solutions that drive the digitalization and democratization of financial services today. Apex Fintech were pioneers in robo investing (2012), commission-free investing (2013), automated account opening (2014) fractional share trading capabilities (2018), seamless crypto trading (2019) and turnkey brokerage solutions (2020), among other market-first offerings. Apex Fintech’s leading-edge platform makes it the trusted partner for a broad spectrum of clients, from industry disruptors like Stash, SoFi, WeBull, Ally, and eToro, to more traditional companies like Franklin Templeton and Marcus by Goldman Sachs. More than 200 clients rely on Apex Fintech’s platform to support more than 14.6 million customers— including approximately 1.6 million crypto accounts as of March 31, 2021.

The mailing address of Apex Fintech’s principal executive office is 350 N. St. Paul Street, Suite 1300, Dallas, Texas 75201, and its telephone number is (214) 765-1100. After the consummation of the Business Combination, Apex Fintech will be a wholly owned subsidiary of New Apex.

This proxy statement/prospectus includes certain registered trademarks, including trademarks that are the property of Apex Fintech and its affiliates. This proxy statement/prospectus also includes other trademarks, service marks and trade names owned by Apex Fintech or other companies. All trademarks, service marks and traded names included herein are the property of their respective owners.

Emerging Growth Company

Northern Star is an “emerging growth company,” as defined under the JOBS Act. As an emerging growth company, Northern Star is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain stockholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Northern Star has elected to take advantage of such extended transition period.

Northern Star will remain an emerging growth company until the earlier of (1) December 31, 2026 (the last day of the fiscal year following the fifth anniversary of the consummation of Northern Star’s initial public offering), (2) the last day of the fiscal year in which Northern Star has total annual gross revenue of at least $1.07 billion, (3) the last day of the fiscal year in which Northern Star is deemed to be a “large accelerated filer,” as defined in the Exchange Act, and (4) the date on which Northern Star has issued more than $1.0 billion in nonconvertible debt during the prior three-year period.

The Business Combination Proposal (Proposal No. 1)

The stockholders of Northern Star will vote on a proposal to approve and adopt the Merger Agreement and the Mergers, including (1) the merger of Merger Sub I with and into Apex Fintech, with Apex Fintech surviving as a wholly owned subsidiary of Northern Star, (2) immediately following the Initial Merger and as part of a single integrated transaction as the Initial Merger, the merger of Apex Fintech with and into Merger Sub II, with Merger

16

Sub II surviving as a wholly owned subsidiary of Northern Star, and (3) the issuance of shares of New Apex common stock to members of Apex Fintech in the Initial Merger.

After consideration of the factors identified and discussed in the section entitled “The Business Combination Proposal—Northern Star’s Board of Directors’ Reasons for Approval of the Business Combination,” Northern Star’s board of directors concluded that the Mergers met all of the requirements disclosed in the prospectus for Northern Star’s initial public offering, including that Apex Fintech has a fair market value equal to at least 80% of the balance of the funds in the trust account (net of amounts previously disbursed to management for tax obligations and working capital purposes and excluding the amount of deferred underwriting discounts held in trust) at the time of the execution of the Merger Agreement.

A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A. You are encouraged to read the Merger Agreement in its entirety. See the section entitled “The Business Combination Proposal—Structure of the Merger” for more information.

Consideration to Apex Fintech Securityholders

Pursuant to the Merger Agreement, at the time of the Initial Merger, each issued and outstanding membership interest of Apex Fintech will be automatically converted into the right to receive a number of shares of New Apex common stock equal to the Exchange Ratio. The 2023 Notes shall, in accordance with their terms, become convertible into shares of New Apex common stock at an initial conversion price of $10.00 per share.

See the section entitled “The Business Combination Proposal—Structure of the Merger.”

PIPE Transaction

In connection with the execution of the Merger Agreement, Northern Star entered into subscription agreements with the PIPE Investors pursuant to which such PIPE Investors have agreed to purchase an aggregate of 45,000,000 shares of Northern Star’s Class A common stock in the PIPE Transaction at a price of $10.00 per share for an aggregate commitment of $450,000,000. The subscription agreements are subject to certain conditions, including, among other things, the substantially concurrent closing of the Mergers.

See the sections entitled “The Business Combination Proposal—Related Agreements—Subscription Agreements for PIPE Transaction”, “The PIPE Proposal” and “Certain Relationships and Related Person Transactions—Northern Star Related Person Transactions—Subscription Agreements.”

Pro Forma Ownership of Northern Star Upon Closing

At the closing of the Mergers, assuming the 2023 Notes are not converted prior to the closing and the holders of the 2023 Notes do not exercise their option to acquire additional 2023 Notes, 470,000,000 shares of New Apex common stock will be issued to Apex Fintech’s members and an estimated 10,056,944 shares of New Apex common stock will be reserved for issuance upon conversion of the 2023 Notes (based on the outstanding principal balance and accrued interest as of March 31, 2021).

Based on the assumptions in the immediately preceding paragraph, and further assuming that no holder of Northern Star’s public shares exercises redemption rights as described in this proxy statement/prospectus, immediately after the closing of the Business Combination, Apex’s former members will hold approximately 83% of the issued and outstanding New Apex common stock, the PIPE Investors will hold approximately 8% of the issued and outstanding New Apex common stock, and the current stockholders of Northern Star will hold approximately 9% of the issued and outstanding New Apex common stock.

See the section entitled “The Business Combination Proposal—Structure of the Merger.”

17

Additional Matters Being Voted On

In addition to voting on the business combination proposal, the stockholders of Northern Star will vote on the following proposals.

The PIPE Proposal (Proposal No. 2)

The stockholders of Northern Star will vote on a proposal to approve the issuance of an aggregate of 45,000,000 shares of New Apex common stock in the PIPE Transaction, the closing of which is subject to certain conditions, including, among other things, the substantially concurrent closing of the Mergers. See the section entitled “The PIPE Proposal.”

The Charter Proposals (Proposals Nos. 3-7)

The stockholders of Northern Star will vote on separate proposals to approve amendments to Northern Star’s current amended and restated certificate of incorporation to:

(i) change the name of Northern Star to “Apex Fintech Solutions”, as opposed to the current name of “Northern Star Investment Corp. II” (Proposal No. 3);

(ii) increase the number of shares of common stock Northern Star is authorized to issue to 1,300,000,000 shares, as opposed to the current number of 150,000,000 shares, and remove the provisions for Northern Star’s current Class B Common Stock (the shares of which will all convert into shares of Class A Common Stock in connection with the Business Combination) so that the Class B Common Stock will cease to exist and Northern Star will have a single class of common stock (Proposal No. 4);

(iii) remove the right of stockholders of Northern Star to act without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of common stock were present and voted (Proposal No. 5);

(iv) add supermajority voting provisions applicable after such time as the PEAK6 Parties and their affiliates no longer beneficially own more than 50% of the then outstanding shares of the capital stock of New Apex, requiring the affirmative vote of the holders of 75% of the voting power of all of the then outstanding shares of the capital stock of New Apex to amend certain provisions of the second amended and restated certificate of incorporation and to adopt, amend or repeal any provision of the bylaws (Proposal No. 6); and

(iv) remove the various provisions applicable only to special purpose acquisition corporations (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time) and make certain other changes that the Northern Star board deems appropriate for a public operating company (Proposal No. 7).

A copy of Northern Star’s proposed second amended and restated certificate of incorporation effectuating the foregoing amendments is attached to this proxy statement/prospectus as Annex B. You are encouraged to read the second amended and restated certificate of incorporation in its entirety. See the section entitled “The Charter Proposals.”

The Director Election Proposal (Proposal No. 8)

The stockholders of Northern Star will vote to elect seven directors who, upon the closing of the Business Combination, will be the directors of New Apex. If the nominees identified in this proxy statement/prospectus

18

are elected, Joanna Coles and              will be Class A directors serving until Northern Star’s 2022 special meeting of stockholders;              and              will be Class B directors serving until Northern Star’s 2023 special meeting of stockholders; and William Capuzzi, Mathew Hulsizer and Jennifer Just will be Class C directors serving until Northern Star’s 2024 special meeting of stockholders, and in each case, until their successors are elected and qualified. See the section entitled “The Director Election Proposal.”

The Incentive Plan Proposal (Proposal No. 9)

The stockholders of Northern Star will vote on a proposal to approve the 2021 Plan. The 2021 Plan will initially reserve up to 10% of shares of New Apex common stock, subject to certain adjustments. The purposes of the 2021 Plan are to (i) align the interests of New Apex’s stockholders and the recipients of awards under the 2021 Plan by increasing the proprietary interest of such recipients in New Apex’s growth and success, (ii) advance the interests of New Apex by attracting and retaining non-employee directors, officers, other employees, consultants, independent contractors and agents and (iii) motivate such persons to act in the long-term best interests of New Apex and its stockholders. The 2021 Plan is attached to this proxy statement/prospectus as Annex C. You are encouraged to read the proposed 2021 Plan in its entirety. See the section entitled “The Incentive Plan Proposal.”

The Adjournment Proposal (Proposal No. 10)

The stockholders of Northern Star may vote on a proposal to adjourn the special meeting to a later date or dates if it is determined by the officer presiding over the special meeting that more time is necessary for Northern Star to consummate the Mergers and the other transactions contemplated by the Merger Agreement. See the section entitled “The Adjournment Proposal.”

Northern Star Sponsor and Officers and Directors

As of the record date for the Northern Star special meeting, the Sponsor and Northern Star’s officers and directors beneficially owned and were entitled to vote an aggregate of 10,000,000 shares of Northern Star’s Class B Common Stock, which we refer to in this proxy statement/prospectus as “founder shares.” The founder shares currently constitute 20% of the outstanding Northern Star common stock. In connection with the Business Combination, each outstanding share of Northern Star’s Class B Common Stock will convert into one share of Northern Star’s Class A Common Stock at the closing, the Class B Common Stock will cease to exist and Northern Star will thereafter have a single class of common stock. The Sponsor also purchased an aggregate of 9,750,000 private warrants simultaneously with the consummation of Northern Star’s initial public offering.

These holders have agreed to vote their shares in favor of the business combination proposal and the other proposals being presented at the meeting and in favor of the election of the seven nominees identified in this proxy statement/prospectus to serve as directors of Northern Star.

In connection with the Mergers, Northern Star has agreed to cause its initial stockholders to amend the existing lock-up restrictions applicable to them and enter into agreements substantially identical to the Lock-Up Agreement executed or to be executed by certain members of Apex Fintech, so that the lock-up restrictions with respect to the initial stockholders’ Northern Star common stock will be identical to the lock-up restrictions applicable to such members of Apex Fintech. The agreement provides that the founder shares will be subject to a 12-month lock-up period, during which, subject to certain exceptions, the holders of such shares will not, directly or indirectly, sell, transfer or otherwise dispose of such shares, which period may be earlier terminated if the reported closing sale price of the New Apex common stock equals or exceeds $15.00 per share (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations or other similar transactions) for a period of 20 trading days during any 30-trading-day period commencing at least 150 days following the consummation of the Mergers. Furthermore, pursuant to a letter agreement executed in connection with Northern Star’s initial public offering, the private warrants will not be transferable, assignable or salable by the Sponsor until 30 days after the completion of Northern Star’s initial business combination.

19

Date, Time and Place of Special meeting of Northern Star’s Stockholders

The special meeting of stockholders of Northern Star will be held at                  eastern time, on                 , 2021, to consider and vote upon the business combination proposal, the PIPE proposal, the charter proposals, the director election proposal, the incentive plan proposal and/or on the adjournment proposal if Northern Star is not able to consummate the Mergers for any reason. The special meeting will be held solely over the Internet by means of a live audio webcast. You may attend and participate in the special meeting by accessing the meeting web portal located at https://www.                .com/                      .

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned Northern Star common stock at the close of business on                 , 2021, which is the record date for the special meeting. Stockholders will have one vote for each share of Northern Star common stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly voted and counted. Northern Star warrants do not have voting rights. Northern Star’s Class A Common Stock and Class B Common Stock are entitled to vote together as a single class on all matters to be considered at the special meeting. On the record date, there were 50,000,000 shares of Northern Star common stock entitled to vote at the special meeting, of which 40,000,000 were public shares (which are Class A Common Stock) and 10,000,000 were founder shares (which are Class B Common Stock).

Quorum and Vote of Northern Star Stockholders

A quorum of Northern Star stockholders is necessary to hold a valid meeting. A quorum will be present at the Northern Star special meeting if a majority of the outstanding shares entitled to vote at the special meeting are represented by attendance through the meeting web portal or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The holders of founder shares hold 20% of the outstanding Northern Star common stock. Such shares will be voted in favor of the business combination proposal and the other proposals being presented at the meeting and in favor of the election of the seven nominees identified in this proxy statement/prospectus to serve as directors of Northern Star. The proposals presented at the special meeting will require the following votes:

• The approval of the business combination proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Northern Star common stock present and entitled to vote at the special meeting to approve the Business Combination.

• The approval of the PIPE proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Northern Star common stock present and entitled to vote at the special meeting.

• The approval of each of the charter proposals will require the affirmative vote of the holders of a majority of the outstanding shares of Northern Star common stock on the record date.

• The election of directors requires a plurality vote of the Northern Star common stock present and entitled to vote at the special meeting. A plurality means that the individuals who receive the largest number of votes cast “FOR” are elected as directors.

• The approval of the incentive plan proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Northern Star common stock present and entitled to vote at the special meeting.

• The approval of the adjournment proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Northern Star common stock present and entitled to vote at the special meeting.

20

There are currently 40,000,000 shares of Class A Common Stock outstanding and 10,000,000 shares of Class B Common Stock outstanding. Assuming all outstanding shares are present at the special meeting to approve the Business Combination, at least 25,000,001 shares of Northern Star common stock must be voted in favor of the business combination proposal, the PIPE proposal, the incentive plan proposal and the adjournment proposal in order to approve them (assuming all outstanding shares are present and entitled to vote). The holders of founder shares own an aggregate of 10,000,000 shares of Class B Common Stock of Northern Star, representing 20% of the outstanding Northern Star common stock, and have agreed to vote in favor of the business combination proposal, the PIPE Proposal, the charter proposals, the incentive plan proposal, the adjournment proposal, and for the election of the seven nominees identified in this proxy statement/prospectus to serve as directors of New Apex. As a result, only 15,000,001 public shares, or approximately 37.5% of the public shares, are required to be voted in favor of the business combination proposal, the PIPE proposal, the incentive plan proposal and the adjournment proposal in order for them to be approved (assuming all outstanding shares are present and entitled to vote).

Abstentions will have the same effect as a vote “against” the business combination proposal, the PIPE proposal, the charter proposals, the incentive plan proposal, and the adjournment proposal, if presented. Broker non-votes will have no effect on the business combination proposal, and will have the same effect as a vote “against” the PIPE proposal, the charter proposals, the incentive plan proposal, and the adjournment proposal, if presented. For the election of directors, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a broker non-vote or a direction to withhold authority) will not be counted in the nominee’s favor.

The closing of the Mergers is conditioned on approval of the business combination proposal, the PIPE proposal, the charter proposals, the incentive plan proposal and on the election of the seven nominees identified in this proxy statement/prospectus to serve as directors of New Apex. If any of the proposals is not approved or the seven nominees identified in this proxy statement/prospectus to serve as directors of New Apex after the closing of the Mergers are not elected, and the applicable closing condition in the Merger Agreement is not waived, the remaining proposals will not be presented to stockholders for a vote.

Redemption Rights

Pursuant to Northern Star’s amended and restated certificate of incorporation, a holder of public shares may demand that Northern Star convert such shares into cash if the Business Combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if they deliver their stock to Northern Star’s transfer agent no later than two business days prior to the special meeting. Holders of public shares do not need to affirmatively vote for or against the business combination proposal or vote at all, or be a holder of such public shares as of the record date to exercise redemption rights. If the Business Combination is not completed, no shares will be redeemed for cash. If a holder of public shares properly demands redemption, Northern Star will convert each such public share into a pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the Business Combination, including interest earned on the trust account and not previously released to Northern Star to pay its tax obligations. As of                 , 2021, the record date, this would amount to approximately $                 per share. If a holder of public shares exercises its redemption rights, then it will be exchanging its shares of New Apex common stock for cash and will no longer own the shares. See the section entitled “Special meeting of Northern Star Stockholders—Redemption rights” for a detailed description of the procedures to be followed if you wish to exercise redemption rights.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 20% or more of the public shares. Accordingly, all public shares in excess of 20% held by a public stockholder will not be redeemed for cash.

Under Northern Star’s amended and restated certificate of incorporation, the Business Combination may not be consummated if Northern Star has net tangible assets of less than $5,000,001 either immediately prior to or upon

21

consummation of the Business Combination, after taking into account the redemption for cash of all public shares properly demanded to be redeemed by holders of public shares, the completion of the Business Combination and the completion of the PIPE Transaction. Because the net tangible assets of the combined company will exceed this threshold as a result of the PIPE Transaction, all of the public shares may be redeemed and Northern Star can still consummate the Business Combination. However, the combined company must meet certain distribution criteria, including having a minimum of 1,100,000 publicly held shares (excluding shares held by directors, officers, their immediate family members and other concentrated holdings of 10% or more), in order to be listed on the NYSE, which is a condition to closing the Business Combination.

Holders of Northern Star warrants will not have redemption rights with respect to such securities.

Appraisal Rights

Neither stockholders of Northern Star nor holders of units or warrants of Northern Star have appraisal rights in connection with the Mergers under Delaware law.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Northern Star has engaged D.F. King & Co., Inc. to assist in the solicitation of proxies. If a stockholder of record grants a proxy, it may still change its vote by sending a later-dated, signed proxy card to Northern Star’s transfer agent so that it is received prior to the vote at the special meeting, or by submitting a ballot through the meeting web portal during the special meeting webcast. A stockholder of record also may revoke its proxy by sending a notice of revocation to Northern Star’s transfer agent, which must be received prior to the vote at the special meeting. If you hold your shares in “street name,” you should contact your broker, bank or nominee to change your instructions on how to vote. See the section entitled “Special meeting of Northern Star Stockholders—Revoking Your Proxy.”

Interests of the Sponsor and Northern Star’s Directors and Officers in the Business Combination

When you consider the recommendation of Northern Star’s board of directors in favor of approval of the business combination proposal and the other proposals, you should keep in mind that the Sponsor (which is affiliated with certain of Northern Star’s officers and directors) and Northern Star’s directors and officers have interests in such proposal that may be different from, or in addition to, your interests as a stockholder or warrantholder. These interests include, among other things:

• If the Business Combination with Apex Fintech or another business combination is not consummated by January 28, 2023 (or such later date as may be approved by Northern Star’s stockholders), Northern Star will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 10,000,000 founder shares held by the Sponsor and Northern Star’s directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to Northern Star’s initial public offering, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. On the other hand, if the Mergers are consummated, each outstanding founder share will convert into one share of New Apex common stock at the closing. Such shares had an aggregate market value of $100,000,000 based upon the closing price of $10.00 per share on the NYSE on April 1, 2021.

• The Sponsor, which is affiliated with certain of Northern Star’s directors and officers, purchased an aggregate of 9,750,000 private warrants from Northern Star for an aggregate purchase price of approximately $9.750 million (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of Northern Star’s initial public offering.

22

All of the proceeds Northern Star received from these purchases were placed in the trust account. Such warrants had an aggregate market value of $14,625,000 based upon the closing price of $1.50 per warrant on the NYSE on April 1, 2021. The private warrants will become worthless if Northern Star does not consummate a business combination by January 28, 2023 (or such later date as may be approved by Northern Star stockholders in an amendment to its amended and restated certificate of incorporation).

• If Northern Star is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Northern Star for services rendered or contracted for or products sold to Northern Star. If Northern Star consummates a business combination, on the other hand, Northern Star will be liable for all such claims.

• The Sponsor and Northern Star’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Northern Star’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Northern Star fails to consummate an initial business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, Northern Star may not be able to reimburse these expenses if the Business Combination with Apex Fintech or another business combination is not completed by January 28, 2023 (or such later date as may be approved by Northern Star stockholders in an amendment to its amended and restated certificate of incorporation). As of                 , 2021, the Sponsor and Northern Star’s officers and directors and their affiliates had incurred approximately $                 of unpaid reimbursable expenses.

• It is currently contemplated that Joanna Coles will be a director of New Apex after the closing of the Business Combination (assuming that the seven nominees identified in this proxy statement/prospectus to serve as directors of New Apex after the closing of the Business Combination are elected). As such, in the future, she will receive any cash fees, stock options or stock awards that the New Apex board of directors determines to pay to its non-executive directors.

• The Merger Agreement provides that at and as of the closing of the Mergers, Northern Star will enter into an indemnification agreement with each of the directors serving on its board of directors and each of its executive officers as of immediately prior to such closing, which shall indemnify such directors and officers with respect to actions arising out of or pertaining to matters existing or occurring at or prior to the closing date.

• Northern Star’s officers and directors (or their affiliates) may make loans from time to time to Northern Star to fund certain capital requirements. As of the date of this proxy statement/prospectus, no such loans have been made, but loans may be made after the date of this proxy statement/prospectus. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to Northern Star outside of the trust account.

The existence of financial and personal interests of the Sponsor and Northern Star’s directors and officers may result in a conflict of interest on the part of the directors and officers between what they may believe is in the best interests of Northern Star and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals and in making other determinations in connection with the Business Combination. Northern Star stockholders should take these interests into account in deciding whether to approve the Business Combination.

23

At any time prior to the special meeting, during a period when they are not in possession of any material nonpublic information regarding Northern Star or its securities, the Sponsor, Northern Star’s officers and directors, Apex Fintech or Apex Fintech’s members and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or who elect to convert, or indicate an intention to convert, their public shares into a pro rata portion of the trust account, or they may execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of New Apex common stock, to vote their shares in favor of the business combination proposal or to refrain from exercising their redemption rights. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirement that the holders of a majority of the shares entitled to vote at the special meeting to approve the business combination proposal vote in its favor and that the conditions to the closing of the Mergers (such as the condition that the New Apex common stock be listed on the NYSE) otherwise will be met, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Northern Star initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on New Apex common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the then-current market price and may therefore be more likely to sell the shares he, she or it owns, either prior to or immediately after the special meeting. If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the business combination proposal and the other proposals to be presented at the special meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that the conditions to the closing of the Mergers (such as the condition that the New Apex common stock be listed on the NYSE) would be met.

No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/prospectus. Northern Star will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Interests of Apex Fintech Directors and Officers

In considering whether to adopt the Merger Agreement and approve the Business Combination by executing and delivering a written consent, holders of membership interests of Apex Fintech should be aware that aside from their interests as members, Apex Fintech’s officers and directors have interests in the Business Combination that are different from, or in addition to, those of other holders of Apex Fintech’s membership interests generally. Holders of membership interests of Apex Fintech should take these interests into account in deciding whether to adopt the Merger Agreement and approve the Business Combination.

In addition to the compensation arrangements, including employment, termination of employment, and change in control arrangements and indemnification arrangements, discussed in the sections titled “Executive Compensation” and “Certain Relationships and Related Person Transactions—Apex Fintech Related Person Transactions” and the registration rights described in the section titled “The Business Combination Proposal—Related Agreements—Registration Rights Agreement,” these interests include, among other things, the fact that:

• The following executive officers of Apex Fintech are expected to be appointed as executive officers of New Apex following the consummation of the Business Combination, most or all of

24

whom will receive equity grants and other incentive compensation opportunities in connection with the closing of the Business Combination: William Capuzzi, Tricia Rothschild, William Brennan, Christopher Springer, Josh Gray, John Mollica, and Bryan Jacobsen;

• The following members of the Apex Fintech board of managers are expected to be appointed as directors of New Apex following the consummation of the Business Combination: Jennifer Just, Matthew Hulsizer, and William Capuzzi; and

• The executive officers of Apex Fintech and members of the Apex Fintech board of managers are holders of, or affiliated with entities that are holders of, membership interests of Apex Fintech and, in such capacity, will be entitled to receive the consideration payable in the Business Combination to all holders of such equity interests.

Recommendation to Stockholders

Northern Star’s board of directors believes that the business combination proposal and the other proposals to be presented at the special meeting are fair to and in the best interest of Northern Star’s stockholders and unanimously recommends that its stockholders vote “FOR” the business combination proposal, “FOR” the PIPE proposal, “FOR” each of the charter proposals, “FOR” the election of the seven director nominees identified in this proxy statement/prospectus, “FOR” the incentive plan proposal, and “FOR” the adjournment proposal, if presented.

Conditions to the Closing of the Business Combination

General Conditions

Consummation of the Mergers is conditioned on approval by Northern Star’s stockholders. In addition, the consummation of the Mergers contemplated by the Merger Agreement is conditioned upon, among other things:

• Northern Star having at least $5,000,001 of net tangible assets remaining immediately prior to or upon consummation of the Mergers after taking into account the holders of Northern Star’s public shares that properly demanded that Northern Star redeem their public shares for their pro rata share of the trust account;

• the expiration of all specified waiting periods under the HSR Act and the failure of any governmental entity to have enacted, issued, promulgated, enforced, or entered any statute, rule, regulation, executive order, decree, injunction, or other order which has the effect of making the Mergers illegal, prohibiting the consummation thereof, substantially on the terms contemplated by the Merger Agreement, causing any of the transactions consummated by the Merger Agreement to be rescinded, or affecting materially and adversely the right of Apex Fintech, following the Mergers, to own, operate, or control a material portion of the material assets of Apex Fintech and its subsidiaries, taken as a whole;

• approval of the Mergers by the Financial Industry Regulatory Authority, Inc. (“FINRA”), the expiration of the applicable notice period following Apex Fintech’s submission of the required forms to FINRA after Apex Fintech has notified FINRA that it intends to consummate the Mergers prior to FINRA approval under a specific FINRA rule, and without FINRA advising Apex Fintech in writing that the Mergers may not be consummated without FINRA approval (a “Transaction Hold”), or the withdrawal of a Transaction Hold;

• the registration statement of which this proxy statement/prospectus forms a part having become effective in accordance with the provisions of the Securities Act, no stop order having been issued by the SEC which remains in effect with respect to the registration statement, and no proceeding seeking such a stop order having been threatened or initiated by the SEC which remains pending;

25

• approval of the Merger Agreement and the Mergers by a majority of the issued and outstanding membership interests of Apex Fintech;

• the New Apex common stock to be issued to the members of Apex Fintech in the Mergers shall have been approved for listing on the NYSE, subject to official notice thereof and public holder requirements; and

• at least $300 million of proceeds from the PIPE Transactions shall have been received by Northern Star.

Apex Fintech’s Conditions to Closing

The obligations of Apex Fintech to consummate the Mergers are also conditioned upon, among other things:

• the accuracy of the representations and warranties of Northern Star and Merger Subs (subject to certain bring-down standards);

• performance of the covenants of Northern Star and the Merger Subs required by the Merger Agreement to be performed on or prior to the closing in all material respects;

• no material adverse effect with respect to Northern Star shall have occurred between the date of the Merger Agreement and the closing of the Mergers and be continuing;

• the applicable parties executing the Registration Rights Agreement, which shall remain in full force and effect;

• Northern Star filing its second amended and restated certificate of incorporation with the Secretary of State of the State of Delaware and adopting its amended bylaws;

• certain officers and directors of Northern Star having resigned as of the closing date;

• Northern Star terminating its existing registration rights agreement; and

• Northern Star’s initial stockholders amending the existing lock-up provisions making them consistent with the Lock-Up Agreement.

Northern Star’s and Merger Subs’ Conditions to Closing

The obligations of Northern Star and the Merger Subs to consummate the Mergers are also conditioned upon, among other things:

• the accuracy of the representations and warranties of Apex Fintech (subject to certain bring-down standards);

• performance of the covenants of Apex Fintech and its subsidiaries required by the Merger Agreement to be performed on or prior to the closing in all material respects;

• no material adverse effect with respect to Apex Fintech shall have occurred between the date of the Merger Agreement and the closing of the Mergers and be continuing;

• Apex Fintech having delivered certain PCAOB financial statements to Northern Star;

• certain Apex Fintech members having executed the Lock-Up Agreement; and

• Apex Fintech having delivered a certificate that the membership interests of Apex Fintech are not “U.S. real property interests.”

26

Waiver

Either Northern Star or Apex Fintech may waive, to the extent permitted by law, any inaccuracies in the representations and warranties made to such party contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement and waive compliance with any agreements or conditions for the benefit of itself or such party contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement. Notwithstanding the foregoing, pursuant to Northern Star’s amended and restated certificate of incorporation, Northern Star cannot consummate the Mergers if it has less than $5,000,001 of net tangible assets remaining either immediately prior to or upon consummation of the Mergers after taking into account the holders of public shares that properly demanded that Northern Star redeem their public shares for their pro rata share of the trust account.

Termination

The Merger Agreement may be terminated:

• by mutual written consent of Northern Star and Apex Fintech;

• by either Northern Star or Apex Fintech if the Mergers are not consummated on or before November 30, 2021 (“Outside Date”), provided that the right to terminate the Merger Agreement on this basis will not be available to any party whose action or failure to act has been a principal cause of or primarily resulted in the failure of the Mergers to occur on or before such date and such action or failure to act constitutes a breach of the Merger Agreement;

• by either Northern Star or Apex Fintech if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Mergers, which order, decree, judgment, ruling or other action is final and non-appealable;

• by either Northern Star or Apex Fintech if the other party has materially breached any of its covenants or representations and warranties such that (i) any condition to closing would not be satisfied as of the time of such breach and (ii) such breach is incapable of being cured by the Outside Date or, if curable, is not cured by the Outside Date, provided that the terminating party is itself not in material breach;

• by Northern Star if Apex Fintech shall have failed to deliver the Member Support Agreements within one business day following the execution of the Merger Agreement;

• by Apex Fintech if Northern Star shall have failed to deliver the Sponsor Support Agreements within one business day following the execution of the Merger Agreement; or

• by either Northern Star or Apex Fintech if, immediately prior to or upon consummation of the Mergers, Northern Star will have less than $5,000,001 of net tangible assets following the exercise by the holders of Northern Star common stock issued in Northern Star’s initial public offering of their redemption rights.

Lock-Up Agreement

Prior to the closing of the Mergers, Northern Star and certain of the Apex members holding approximately 99% of the issued and outstanding Apex membership interests will enter into Lock-Up Agreements which provide that shares of New Apex common stock to be issued to such members of Apex Fintech in the Mergers will be subject to a 12-month lockup period, which period will be terminated earlier if the reported closing sale price of the New Apex common stock equals or exceeds $15.00 per share (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations or other similar transactions) for a period of 20 trading days during any 30 trading day period commencing at least 150 days following the closing, subject to certain exceptions.

27

Northern Star agreed to cause its initial stockholders to amend existing lockup agreements with respect to the Northern Star securities held by them, and enter into the Lock-Up Agreement, so that the lockup with respect to such initial stockholders’ securities will be identical to the lockup of the members of Apex Fintech.

Subscription Agreements for PIPE Transaction

On February 21, 2021, Northern Star entered into subscription agreements with certain institutional accredited investors, pursuant to which Northern Star will, substantially concurrently with, and contingent upon, the consummation of the Mergers, issue an aggregate of 45,000,000 shares of New Apex common stock to such investors at a price of $10.00 per share, for aggregate gross proceeds to Northern Star of $450,000,000. The closing of the subscription agreements are subject to certain customary conditions, including, among other things, the substantially concurrent closing of the Mergers. The subscription agreements provide for certain registration rights. Each subscription agreement will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms, (b) November 30, 2021, and (c) the mutual written agreement of the parties to such subscription agreement.

Registration Rights Agreement

The former members of Apex Fintech (including PEAK6 and PEAK6 Group), the holders of the 2023 Notes and certain of Northern Star’s stockholders will enter into an agreement (the “Registration Rights Agreement”) pursuant to which they will be granted certain rights to have registered, in certain circumstances, the resale under the Securities Act of the New Apex common stock held by them, subject to certain conditions set forth therein. Northern Star will use reasonable best efforts to terminate its existing registration rights agreement (which is a condition to Apex Fintech’s obligation to consummate the Mergers) and shall offer to the Northern Star stockholders who are parties to the existing registration rights agreement the opportunity to enter into the Registration Rights Agreement.

Support Agreements

In connection with the execution of the Merger Agreement, certain members of Apex Fintech holding more than 50% of the issued and outstanding membership interests of Apex Fintech entered into agreements pursuant to which they agreed to vote all membership interests of Apex Fintech beneficially owned by them in favor of the Mergers at a meeting called to approve the Mergers by the members of Apex Fintech (or to act by written consent approving the Mergers). In connection with the execution of the Merger Agreement, the Sponsor and each officer and director of Northern Star who, in the aggregate (together with the Sponsor) hold approximately 20% of the issued and outstanding Northern Star common stock, entered into agreements pursuant to which the Sponsor and such other parties have agreed, among other things, to vote all Northern Star common stock beneficially owned by them to adopt and approve the Merger Agreement, the Mergers, and the other documents and transactions contemplated by the Merger Agreement.

Tax Consequences of the Business Combination

For a description of the material U.S. federal income tax consequences of the Merger and the exercise of redemption rights, please see the information set forth in “The Business Combination Proposal—Material U.S. Federal Income Tax Consequences of the Merger.”

Anticipated Accounting Treatment

The Mergers will be regarded as a reverse recapitalization in conformity with U.S. GAAP as Apex Fintech’s former owners will retain control after the Mergers. Under this method of accounting, Apex Fintech will be the accounting acquirer (legal acquiree) and Northern Star will be deemed the accounting acquiree (legal acquirer)

28

for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the combined entity with represent a continuation of the financial statements of Apex Fintech with the proposed transaction being treated as the equivalent of Apex Fintech issuing stock for the net assets of Northern Star, accompanied by a recapitalization. The net assets of Apex Fintech will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the closing of the Mergers will be those of Apex Fintech.

Regulatory Matters

The Mergers are not subject to any additional federal or state regulatory requirement or approval, except for (1) the filings with the State of Delaware necessary to effectuate the Mergers, (2) the filing of the required notification with the Federal Trade Commission (the “FTC”) in respect of, and the expiration or termination of the required waiting periods under, the HSR Act and (3) the approval by FINRA of a change of control continuing membership application pursuant to FINRA Rule 1017(a)(4), (b) and (c) (the “Form CMA”) or the passage of 30 calendar days after the acceptance of the Form CMA as substantially complete after Apex Fintech has notified FINRA that it intends to consummate the closing of the Mergers prior to FINRA approval and FINRA has either not advised in writing that the parties are prohibited from closing the Mergers without FINRA approval or has withdrawn any such written advisement. On March 12, 2021, the parties filed with the Federal Trade Commission (the “FTC”) the notice required under the HSR Act and requested early termination of the waiting period under the HSR Act. On March 5, 2021, Apex Fintech filed the Form CMA with FINRA.

Risk Factors and Risk Factors Summary

In evaluating the proposals to be presented at the special meeting, a stockholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the sections entitled “Forward-Looking Statements” and “Risk Factors.”

Set forth below is only a summary of principal risks associated with Apex Fintech, Northern Star and New Apex.

Risks Related to New Apex’s Business Following the Business Combination

• We are subject to potential losses as a result of our clearing and execution activities.

• We rely, in part, on third parties and their systems to provide and support our software and platform, process transaction data and perform settlement activities, and these third parties’ failure to perform these services or maintain their systems adequately, or any interruption, delay or cessation of these services, could materially and adversely affect our business, financial condition, results of operations, cash flows and future prospects.

• A failure in the operational systems of third parties could significantly disrupt our business and cause losses.

• If our operational systems and infrastructure fail to keep pace with the operational requirements of our clients, we may experience operating inefficiencies, customer dissatisfaction and lost revenue opportunities.

• Market weaknesses and lower trading volumes may negatively affect our results of operations and profitability.

• We depend on a limited number of clients for a significant portion of our clearing revenues.

• Our existing clients may choose to perform their own clearing services, move their clearing business to one of our competitors or exit the business entirely.

• Our existing clients may move from fully disclosed clearing arrangements to clearing omnibus arrangements which are generally lower margin and carry heightened risk.

29

• Our results of operations and future prospects depend on our ability to retain existing, and attract new, clients. We face intense and increasing competition and, if we do not compete effectively, our competitive positioning and our operating results will be harmed.

• Our provision of sponsored and direct market access could expose us to legal liability for trading activity by third parties.

• Continuing low, short-term interest rates have negatively impacted and could continue to negatively impact our profitability.

• Our ability to settle transactions can depend on the availability of credit from our intraday and overnight lenders.

• We may be unable to return cash to customers in the event of an idiosyncratic or unforeseeable market event that results in a mass exodus of customer cash balances.

• Our involvement in options markets subjects us to the risks inherent in conducting business in those markets.

• The contribution of Apex Crypto LLC by PEAK6 to us is subject to regulatory approvals, which may not be obtained prior to consummation of the Business Combination or at all, and our growth prospects may be adversely affected if such regulatory approvals are delayed or not obtained.

• The cryptocurrency facilitation business could pose disproportionate risks to our balance sheet.

• If government regulations relating to the internet change, it could impact investor behavior and increases costs of investing or result in our clients experiencing loss of investors.

Risks Related to Technology

• The financial services industry is characterized by rapid technological change, and our future success will depend on our response to the demand for new services, products and technologies. If we fail to keep pace with technological developments and our competitors, our business may suffer.

• We depend on our proprietary technology, and our future results may be impacted if we cannot maintain technological superiority in our industry.

• We are heavily reliant on technology, and a failure to effectively implement new technological solutions or enhancements to existing systems or platforms could adversely affect our business operations and the financial results of our operations.

• We do not have fully redundant systems and system failures could harm our business.

• We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our business.

• We depend on our computer and communications systems, including our software, and an interruption in service or corruption in such software would negatively affect our business.

• Our computer infrastructure, operational systems and networks have been, and will continue to be, subject to an increasing risk of continually evolving cybersecurity or other technological risks, which could cause interruptions in our operations or result in a loss of customer business, financial liability, regulatory penalties, damage to our reputation or the disclosure of confidential information.

• Some aspects of our platforms include open source software, and any failure to comply with the terms of one or more of the related open source licenses could negatively affect our business.

30

Information Technology and Data Privacy Risks

• We depend on third parties for a wide array of services, systems and information technology applications, and a breach or violation of law by one of these third parties, or a failure by one of these third parties to respond to service disruptions, could disrupt our business or provide our competitors with an opportunity to enhance their position at our expense.

• The threat of fraud and theft in cryptocurrencies is high and any such event could lead to financial losses and loss of confidence and customers.

• The collection, processing, use, storage, sharing and transmission of personally identifiable information could give rise to liabilities and increased costs.

Credit and Third-Party Risks

• Our margin lending, stock lending, securities trading and execution businesses are all subject to credit risk.

• The soundness of other financial institutions could adversely affect our business.

• If the information provided to us by customers is incorrect or fraudulent, we may misjudge qualifications to trade or receive margin and our results of operations may be harmed.

Strategic and New Product Risks

• We have in the past consummated, and may from time to time evaluate and potentially consummate, acquisitions, which could require significant management attention, disrupt our business and adversely affect our financial results.

• Acquisitions may be delayed, impeded, or prohibited due to regulatory issues.

• An increase in fraudulent or malicious activity could lead to reputational damage to our brand and material legal, regulatory and financial exposure.

• We may expand operations abroad where we have limited operating experience and may be subject to increased business, economic and regulatory risks that could adversely impact our financial results.

Public Company and Financial Reporting Risks

• We will incur increased costs and obligations as a result of being a public company.

• The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

• As a private company, we have not endeavored to establish and maintain public-company-quality internal control over financial reporting. If we fail to establish and maintain proper and effective internal control over financial reporting, as a public company, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our common stock may decline.

• Our risk management processes and procedures may not be effective or may result in client loss.

• Our projections are subject to significant risks, assumptions, estimates and uncertainties. As a result, our projected revenues, market share, expenses and profitability may differ materially from our expectations.

31

Regulatory, Tax and Other Legal Risks

• We are subject to extensive, complex and evolving laws, rules and regulations, which are interpreted and enforced by various federal, state and local government authorities and can result in substantial compliance costs, and our business would be adversely affected if our qualifications, memberships or licenses are impaired as a result of non-compliance with those requirements.

• The B/Ds’ businesses are subject to the regulatory frameworks applicable to clearing firm broker-dealers, including regulation by the SEC and FINRA, and non-clearing futures commission merchants, including regulation by the CFTC and NFA.

• Evolving laws and government regulations could adversely affect our business.

• We may be subject to more stringent capital requirements in the future.

• We may pay fines or become subject to enforcement actions or litigation as a result of activity that pre-dated our ownership of a business.

• The regulatory regime governing blockchain technologies and cryptocurrencies is uncertain, and new regulations or policies may alter our business practices with respect to cryptocurrency.

• States may require licenses that apply to blockchain technologies and cryptocurrencies.

• Failure to comply with anti-money laundering, economic and trade sanctions regulations, and similar laws could subject us to penalties and other adverse consequences.

• We have in the past, and continue to be, subject to inquiries, exams, pending investigations, or enforcement matters.

• Changes in tax law and differences in interpretation of tax laws and regulations may adversely impact our financial statements.

• If we do not maintain the capital levels required by regulations or centralized clearing organizations, we may be subject to fines, suspension, revocation of registration or expulsion

Personnel and Business Continuity Risks

• We rely on our management team and will require additional key personnel to grow our business, and the loss of key management members or key employees, or an inability to hire key personnel, could harm our business.

• The competitive job market creates a challenge and potential risk as we strive to attract and retain a highly skilled workforce.

• Due to our primarily remote workforce, we may face increased business continuity and cyber risks that could significantly harm our business and operations.

• Our business is subject to the risks of natural disasters, power outages, telecommunications failures and similar events, including COVID-19 and additional public health crises, and to interruption by man-made problems such as terrorism, cyberattack, and other actions, which may impact the demand for our products and impact our results of operation.

• Employee misconduct, which can be difficult to detect and deter, could harm our reputation and subject us to significant legal liability.

Market and Economic Risks

• Our business may be harmed by global events beyond our control, including overall slowdowns in securities trading, and market fluctuations could adversely impact our business.

• Our business could be harmed by a systemic market event.

32

Risks Relating to Ownership of New Apex’s Common Stock

• New Apex will qualify as, and intends to elect to be treated as, a “controlled company” within the meaning of the NYSE listing standards and, as a result, our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

• New Apex will qualify as an “emerging growth company” within the meaning of the Securities Act as of the closing of the Mergers, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make New Apex’s securities less attractive to investors and may make it more difficult to compare New Apex’s performance to the performance of other public companies.

• As an “emerging growth company,” we cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our shares of common stock less attractive to investors.

• New Apex’s stock price may be volatile and may decline regardless of its operating performance.

• An active trading market for New Apex common stock may not be sustained

• Apex Fintech has convertible debt that may be converted into shares of New Apex common stock in the future, which would cause immediate and substantial dilution to its stockholders.

• Future sales of shares by existing stockholders could cause New Apex’s stock price to decline.

• If securities or industry analysts either do not publish research about New Apex or publish inaccurate or unfavorable research about us, New Apex’s business, or its market, or if they change their recommendations regarding New Apex’s common stock adversely, the trading price or trading volume of its common stock could decline.

• New Apex’s second amended and restated certificate of incorporation will retain the provision renouncing New Apex’s interest and expectancy in certain corporate opportunities that is currently contained in Northern Star’s amended and restated certificate of incorporation, which may prevent New Apex from receiving the benefit of certain corporate opportunities.

• Delaware law and provisions in New Apex’s second amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of its common stock.

• New Apex’s second amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between New Apex and its stockholders, which could limit New Apex’s stockholders’ ability to obtain a favorable judicial forum for disputes with New Apex or its directors, officers or employees.

• New Apex does not intend to pay dividends for the foreseeable future.

• Concentration of ownership among Apex Fintech’s existing members, executive officers, directors and their respective affiliates may prevent new investors from influencing significant corporate decisions.

• New Apex may issue additional shares of common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of New Apex common stock.

• New Apex’s securities may not be listed on a national securities exchange after the Business Combination, which could limit investors’ ability to make transactions in New Apex’s securities and subject New Apex to additional trading restrictions.

33

Risks Related to the Business Combination

• New Apex will not have any right to make damage claims against Apex Fintech or Apex Fintech’s members for the breach of any representation, warranty or covenant made by Apex Fintech in the Merger Agreement.

• If Northern Star’s stockholders fail to properly demand redemption rights, they will not be entitled to have their common stock of Northern Star redeemed for a pro rata portion of the trust account.

• Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 20% of the public shares.

• The Sponsor and Northern Star’s officers and directors own common stock and warrants that will be worthless and have incurred reimbursable expenses that may not be reimbursed or repaid if the Business Combination is not approved. Such interests may have influenced their decision to approve the Business Combination with Apex Fintech.

• The Sponsor, which is ultimately controlled by Jonathan J. Ledecky and Joanna Coles, is liable under certain circumstances to ensure that proceeds of the trust are not reduced by vendor claims in the event the Business Combination is not consummated. Such liability may have influenced the decision of Mr. Ledecky and Ms. Coles to approve the Business Combination with Apex Fintech.

• The exercise of Northern Star’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the best interests of Northern Star’s stockholders.

• If Northern Star is unable to complete the Business Combination with Apex Fintech or another business combination by January 28, 2023 (or such later date as may be approved by Northern Star’s stockholders), Northern Star will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Northern Star and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per share.

• Northern Star’s board of directors did not obtain a fairness opinion in determining whether or not to proceed with the Business Combination and, as a result, the terms may not be fair from a financial point of view to the public stockholders.

• Northern Star’s stockholders may be held liable for claims by third parties against Northern Star to the extent of distributions received by them.

• Activities taken by existing Northern Star stockholders to increase the likelihood of approval of the business combination proposal and the other proposals could have a depressive effect on Northern Star’s shares.

• If the adjournment proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, Northern Star’s board of directors will not have the ability to adjourn the special meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved.

34

SUMMARY HISTORICAL FINANCIAL INFORMATION OF NORTHERN STAR

(in thousands, except share amounts)

Northern Star is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

The historical financial statements of Northern Star have been prepared in accordance with U.S. GAAP.

Northern Star’s balance sheet data as of December 31, 2020 and statement of operations data for the period from November 12, 2020 (inception) through December 31, 2020 are derived from Northern Star’s audited financial statements included elsewhere in this proxy statement/prospectus.

The information is only a summary and should read in conjunction with Northern Star’s consolidated financial statements and related notes and “Other Information Related to Northern Star — Northern Star’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Northern Star. All amounts are in United States dollars.

	Period from November 12, 2020 (inception) to December 31, 2020
	(in thousands, except for share data)
Statement of Operation Data:
Formation and operating costs	$	—
Net Loss		—
Weighted average shares outstanding, basic and diluted		8,750,000

	As of December 31, 2020
	(in thousands)
Balance Sheet Data:
Total Assets	$	177
Total Liabilities		153
Stockholders’ Equity		25

35

SELECTED COMBINED CONSOLIDATED FINANCIAL DATA OF APEX FINTECH

(in thousands)

The following selected combined consolidated financial data of Apex Fintech as of December 31, 2020 and 2019 and for each of the three years ended December 31, 2020, 2019 and 2018 is derived from the combined consolidated financial statements that have been audited by RSM US LLP, independent registered public accounting firm. This financial data should be read in conjunction with Apex Fintech’s combined consolidated financial statements and the notes thereto included elsewhere in this proxy statement/prospectus and with Management’s Discussion and Analysis of Results of Operations and Financial Condition which follows.

	Year Ended December 31,
	2020			2019			2018
Net revenues
Commissions	$	95,679		$	50,516		$	55,428
Other fees and services		28,178			14,260			20,998
Reimbursable fees		132,575			38,544			20,859
Other income		11,187			9,461			35,701
Total non-interest income		267,619			112,781			132,986
Interest income		100,553			63,729			82,663
Interest expense		(9,511	)		(2,539	)		(7,295	)
Total net interest income		91,042			61,190			75,368
Total net revenues		358,661			173,971			208,354
Non-interest expenses
Execution, clearing and brokerage fees		24,116			14,764			12,447
Reimbursable fees		132,575			38,210			18,669
Employee compensation and benefits		73,982			51,983			38,213
Communications		28,801			22,845			28,885
Occupancy, depreciation and amortization		4,814			2,846			2,462
Administrative and general		20,722			19,447			47,275
Total non-interest expenses		285,010			150,095			147,951
Income before income taxes		73,651			23,876			60,403
Income tax expense		23,270			8,141			16,270
Net income	$	50,381		$	15,735		$	44,133

	December 31, 2020		December 31, 2019
Combined Consolidated Balance Sheet Data:
Cash	$	7,779,882	$	4,476,001
Total assets		10,260,899		5,322,258
Total liabilities		10,031,986		5,158,209
Total members’ equity		228,913		164,049

36

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands, except share and per share amounts)

The following selected unaudited pro forma condensed combined financial information has been derived from the unaudited pro forma condensed combined balance sheet as of December 31, 2020 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020, included in “Unaudited Pro Forma Condensed Combined Financial Information”.

The selected unaudited pro forma condensed combined financial information should be read in conjunction with the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statement of operations, and the accompanying notes. In addition, the unaudited condensed combined pro forma financial information was based on and should be read in conjunction with the historical financial statements of Northern Star and Apex Fintech, including the accompanying notes, which are included elsewhere in this proxy statement/prospectus. The balance sheet of Northern Star as of December 31, 2020 has been adjusted to reflect (i) the proceeds of Northern Star’s IPO as if it took place on December 31, 2020, based on the audited financial statements of Northern Star as of January 28, 2021 and (ii) forfeiture of 62,500 Class B common shares (see Note 3 of Unaudited Pro Forma Condensed Combined Financial Information). The balance sheet of Apex Fintech as of December 31, 2020 has been adjusted to reflect (i) additional loans from affiliates, (ii) additional Stash investments, (iii) sale of Stash investment in exchange for reduction of PEAK6 and PEAK6 Group loans, (iv) conversion of PEAK6 and PEAK6 Group loans to Apex Fintech equity, and (v) PEAK6 contribution of Kairos and Crypto in exchange for common units that will, in each case, take place during 2021 before the closing of the Mergers as if they took place on December 31, 2020 (see Note 4 of Unaudited Pro Forma Condensed Combined Financial Information).

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption of Northern Star Class A common stock into cash and cash equivalents:

• Assuming No Redemptions: This presentation assumes that no Northern Star public stockholders exercise right to have their public shares converted into pro rata share of the Trust Account.

• Assuming Maximum Redemptions: This presentation assumes that all public stockholders exercise redemption rights with respect to their public shares. This scenario assumes that 40,000,000 public shares are redeemed for an aggregate redemption payment of approximately $400,000. The maximum redemption amount is derived on the basis that Northern Star will be required to have $5,000 minimum net tangible assets either immediately prior or upon the closing of the Mergers, after giving effect to payments to redeeming stockholders.

	Historical				Pro forma
	Northern Star		Apex Fintech		No redemption scenario		Maximum redemption scenario
Statement of Operations Data - For the Year Ended December 31, 2020
Total net revenue	$	—	$	358,661	$	365,764	$	365,764
Total non-interest expense		—		285,010		324,793		324,793
Income before income taxes		—		73,651		40,971		40,971
Net income		—		50,381		27,632		27,632
Basic and diluted net income per share		0.00		n/a		0.05		0.05

37

	Historical				Pro forma
	Northern Star (Adjusted) (1)		Apex Fintech (Adjusted) (2)		No redemption scenario		Maximum redemption scenario
Balance Sheet Data - As of December 31, 2020
Total assets	$	401,403	$	10,414,399	$	11,114,213	$	10,714,213
Total liabilities		14,152		10,185,486		10,065,770		10,065,770
Class A common stock subject to possible redemption		382,250		—		—		—
Total stockholders’ / member’s equity		5,001		228,913		1,048,443		648,443

(1) Refer to Note 3 Adjusted Balance Sheet of Northern Star of Unaudited Pro Forma Condensed Combined Financial Information for adjusted balance sheet of Northern Star

(2) Refer to Note 4 Adjusted Balance Sheet of Apex Fintech of Unaudited Pro Forma Condensed Combined Financial Information for adjusted balance sheet of Apex Fintech

38

COMPARATIVE PER SHARE DATA

(in thousands, except share and per share amounts)

The following tables set forth:

• historical per share information of Northern Star for the period from November 12, 2020 (inception) through December 31, 2020, with the balance sheet of Northern Star as of December 31, 2020 adjusted to reflect (i) the proceeds of Northern Star’s IPO as if it took place on December 31, 2020, based on the audited financial statements of Northern Star as of January 28, 2021 and (ii) forfeiture of 62,500 Class B common shares (see Note 3 of Unaudited Pro Forma Condensed Combined Financial Information);

• historical per share information of Apex Fintech for the year ended December 31, 2020, with the balance sheet of Apex Fintech as of December 31, 2020 adjusted to reflect (i) additional loans from affiliates, (ii) additional Stash investments, (iii) sale of Stash investment in exchange for reduction of PEAK6 and PEAK6 Group loans, (iv) conversion of PEAK6 and PEAK6 Group loans to Apex Fintech equity, and (v) PEAK6 contribution of Kairos and Crypto in exchange for common units that will, in each case, take place during 2021 before the closing of the Mergers as if they took place on December 31, 2020 (see Note 4 of Unaudited Pro Forma Condensed Combined Financial Information); and

• unaudited pro forma per share information of New Apex for the year ended December 31, 2020 after giving effect to the Business Combination, assuming two redemption scenarios as follows:

• Assuming No Redemptions: This presentation assumes that no Northern Star public stockholders exercise right to have their public shares converted into pro rata share of the Trust Account.

• Assuming Maximum Redemptions: This presentation assumes that all public stockholders exercise redemption rights with respect to their public shares. This scenario assumes that 40,000,000 public shares are redeemed for an aggregate redemption payment of approximately $400,000. The maximum redemption amount is derived on the basis that Northern Star will be required to have $5,000 minimum net tangible assets either immediately prior or upon the closing of the Mergers, after giving effect to payments to redeeming stockholders.

The pro forma book value information reflects the Business Combination as if it had occurred on December 31, 2020. The weighted average shares outstanding and net earnings per share information reflect the Business Combination as if it had occurred on January 1, 2020.

This information is only a summary and should be read in conjunction with the historical financial statements of Northern Star and Apex Fintech and related notes included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of Northern Star and Apex Fintech is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

39

The unaudited pro forma combined net income per share information below does not purport to represent the net loss per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Northern Star and Apex Fintech would have been had the companies been combined during the periods presented.

	As adjusted				Pro forma
	Northern Star		Apex Fintech		No redemption scenario		Maximum redemption scenario
As of and for the year ended December 31, 2020
Book value per share / unit – basic and diluted (1)	$	0.42	$	1,444.89	$	1.86	$	1.23
	Historical				Pro forma
	Northern Star		Apex Fintech		No redemption scenario		Maximum redemption scenario
For the year ended December 31, 2020
Net income per share – basic and diluted (2)		0.00		n/a	$	0.05	$	0.05

(1) Book value per share / unit is calculated as:

• Northern Star — total permanent equity of Northern Star divided by Northern Star Class A and Class B common shares outstanding as of December 31, 2020, adjusted to reflect the proceeds of Northern Star’s IPO as if it took place on December 31, 2020, based on the audited financial statements of Northern Star as of January 28, 2021 and forfeiture of 62,500 Class B common shares;

• Apex Fintech — total permanent deficit of Apex Fintech divided by Apex Fintech common units outstanding as of December 31, 2020, adjusted to reflect (i) additional loans from affiliates, (ii) additional Stash investments, (iii) sale of Stash investment in exchange for reduction of PEAK6 and PEAK6 Group loans, (iv) conversion of PEAK6 and PEAK6 Group loans to Apex Fintech equity, and (v) PEAK6 contribution of Kairos and Crypto in exchange for common units that will, in each case, take place during 2021 before the closing of the Mergers as if they took place on December 31, 2020; and

• Pro forma — total permanent equity of New Apex divided by Class A common shares of New Apex expected to be outstanding after the close of the Business Combination.

(2) Net income per common share is based on:

• Northern Star — weighted average number of shares of Northern Star common shares outstanding for the period from November 12, 2020 (date of inception) through December 31, 2020;

• Pro forma — number of shares of Class A common shares of New Apex expected to be outstanding after the close of the Business Combination.

40

RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included elsewhere in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. The value of your investment in New Apex following consummation of the Business Combination will be subject to the significant risks affecting Apex Fintech and inherent to the industry in which it operates. The risk factors described below disclose material and other risks, are not intended to be exhaustive and are not the only risks faced by Northern Star or Apex Fintech. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect the business, financial condition, results of operations and cash flows in future periods of Apex Fintech prior to the consummation of the Business Combination or New Apex after the Business Combination. The occurrence of any of these events could cause the trading price of New Apex common stock to decline, perhaps significantly, and you therefore may lose all or part of your investment. Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to the business of Apex Fintech prior to the consummation of the Business Combination, which will be the business of New Apex following the consummation of the Business Combination. Accordingly, the risks described below relating to Apex Fintech could also materially and adversely affect the combined company after the consummation of the Business Combination.

Risks Related to New Apex’s Business Following the Business Combination

We are subject to potential losses as a result of our clearing and execution activities.

As a clearing member firm providing financing services to certain of our clients, we are ultimately responsible for their financial performance in connection with various securities and derivatives transactions. Certain clients have trading privileges whereby we do not see their trading activity until after it occurs. These “trade-away” relationships subject us to the risk of run-away algorithms, mis-executions or otherwise erroneous trading activity for which our clients and we would be responsible. Our clearing operations require a commitment of our capital and, despite safeguards implemented by our software and processes, involve risks of losses due to the potential failure of our clients or customers to perform their obligations under these transactions. If our clients or customers default on their obligations, we remain financially liable for such obligations, and although these obligations are collateralized, we are subject to market risk in the liquidation of customer collateral to satisfy those obligations. In addition, our customers’ trading activity, especially high levels of trading in volatile securities, can cause unexpected spikes in our deposit requirements, which, in extreme cases, may be in excess of our excess net capital, resulting in premium charges from National Securities Clearing Corporation (“NSCC”). For example, as a result of recent market volatility, the NSCC increased margin requirements for member firms and we were required to deposit additional funds.

In addition, as a clearing member firm of securities and derivatives clearing houses in the United States and abroad, we are also exposed to the credit risk of other clearing members of those clearing houses. Securities and derivatives clearing houses require member firms to deposit cash, stock and/or government securities for margin and deposit requirements. In the event a clearing member defaults in its obligations to the clearing house in an amount larger than its own margin and clearing fund deposits, the shortfall is absorbed pro rata from the deposits of the other clearing members. Many of the clearing houses of which we are a member also have the authority to assess their members for additional funds if the clearing fund is depleted. A large clearing member default could result in a substantial cost to us if we are required to pay any such assessments. In addition to failures to meet margin or clearing funds requirements established by the securities and derivatives clearing houses of which we are a member, errors in performing settlement functions, including clerical, technological and other errors related to the handling of funds and securities, and failure to properly monitor our clients, could lead to suspension of clearing privileges, censures, fines or other sanctions imposed by applicable regulatory authorities, as well as losses, liability and reputational harm as a result of related lawsuits and proceedings brought by transaction counterparties and others. Any unsettled securities transactions or wrongly executed transactions may expose us to adverse movements in the prices of such securities.

41

While we have implemented risk management procedures and contractual protections in agreements with our clients to avoid and respond to these risks, there can be no assurance that our risk management procedures or contractual protections will be adequate. We also carry liability insurance, but there can be no assurance that the losses or liabilities to which we may become subject as a result of errors in performing settlement functions will not exceed the coverage of such insurance significantly. Any liability arising from our clearing and execution operations could have a material adverse effect on our business, financial condition, results of operations, cash flows and future prospects.

We rely, in part, on third parties and their systems to provide and support our software and platform, process transaction data and perform settlement activities, and these third parties’ failure to perform these services or maintain their systems adequately, or any interruption, delay or cessation of these services, could materially and adversely affect our business, financial condition, results of operations, cash flows and future prospects.

We have contracted with Broadridge to provide a major portion of the software and systems necessary for our execution and clearing services. We rely on other third parties, such as Orbis and Refinitiv, for other portions of our platform, including cost basis and tax reporting, trade execution, risk management and surveillance, stock lending, and customer interface. We do not control these third parties or their employees and contractors, and their inability to meet our needs and volume of transactions could negatively affect our business, results of operation, financial performance, cash flows and future prospects. We also cannot control the costs of these third parties and are susceptible to the risk they greatly increase our costs and we are unable to find a replacement in a timely manner or on a cost efficient basis. We rely on Broadridge Financial and other third party providers to maintain and enhance their current products, develop new products on a timely and cost-effective basis, and respond to emerging industry standards and other technological changes. Software products may contain defects or errors, especially when first introduced or when new versions or enhancements are released. The inability of third parties to supply us with software or systems and facilitate our integration of new software and system updates on a reliable, timely basis or to allocate sufficient capacity to meet our trading and new account volume requirements could harm relationships with our clients and our ability to achieve our projected level of growth.

A failure in the operational systems of third parties could significantly disrupt our business and cause losses.

We face the risk of operational failure, termination or capacity constraints of any of the clearing agents, exchanges, clearing houses or other financial intermediaries we use to facilitate our securities transactions. In recent years, there has been significant consolidation among clearing agents, exchanges, clearing houses and other financial intermediaries, which has increased our exposure to operational failure, termination or capacity constraints of the particular financial intermediaries that we use and could affect our ability to find adequate and cost-effective alternatives in the event of any such failure, termination or constraint. Any such failure, termination or constraint could adversely affect our ability to effect transactions, service our clients and manage our exposure to risk, which could significantly disrupt our business and cause losses.

If our operational systems and infrastructure fail to keep pace with the operational requirements of our clients, we may experience operating inefficiencies, customer dissatisfaction and lost revenue opportunities.

The global securities industry is characterized by increasingly complex infrastructures and products, new and changing business models and rapid technological changes. Our clients’ needs and demands for our products and services evolve with these changes. We believe that the current and anticipated future needs of our clients will require the implementation of new and enhanced communications and information systems, the training of personnel to operate these systems and the expansion and upgrade of core technologies. While many of our systems, and the systems of third parties on whom we rely, are designed to accommodate additional growth without redesign or replacement, we may nevertheless need to make significant investments in additional hardware and software to accommodate changing client and customer requirements. In addition, we cannot assure you that we will be able to accurately predict the timing or rate of these changes, expand and upgrade our systems and infrastructure on a timely basis or find satisfactory alternative systems or infrastructure on favorable

42

pricing and terms, on a timely basis or at all. Our failure to expand, upgrade or replace systems and infrastructure that fails to keep pace with the operational requirements of our clients may cause us to experience operating inefficiencies, customer dissatisfaction and lost revenue opportunities.

Market weaknesses and lower trading volumes may negatively affect our results of operations and profitability.

We are subject to risks as a result of volume fluctuations in the securities and futures markets. A prolonged period of market weakness and low trading volumes could adversely impact the business of our clients and our business, as there is a direct correlation between the volume of our customers’ trading activity and our results of operations. If our customers’ trading activity decreases, we expect that it would have a negative impact on our results of operations and profitability.

We depend on a limited number of clients for a significant portion of our clearing revenues.

Our ten largest clients as of the date hereof accounted for approximately 64% of our total net revenues for the year ended December 31, 2020, and our top client accounted for approximately 15% of such annual net revenues. The loss of any of these clients could cause our revenues to significantly decline. Our clearing contracts generally have an initial term of two or three years and allow the client to cancel our services with 30 days advance notice without payment of a termination fee after the expiration of the initial fixed term. Our clearing contracts with clients can also terminate automatically if we are suspended from any of the national exchanges of which we are a member for failure to comply with the rules or regulations thereof. In past periods, we have experienced temporary declines in our revenues when large clients have switched to other service providers, and we cannot guarantee that any or all of our largest clients will continue to use our products and services in the future. The loss of any large clients could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Our existing clients may choose to perform their own clearing services, move their clearing business to one of our competitors or exit the business entirely.

As the operations of our clients grow, our clients may consider performing clearing functions themselves, in a process referred to as “self-clearing.” The option to convert to self-clearing operations may become more attractive as the transaction volume of a broker-dealer grows, and the cost of implementing the necessary infrastructure may eventually be offset by the elimination of processing fees that would otherwise be paid to a clearing firm. Additionally, performing their own clearing services allows self-clearing broker-dealers to retain their customers’ margin balances, free credit balances and securities for use in margin lending activities. Occasionally, our clients may become acquired by a clearing service provider or a company which owns a clearing service provider, in which instance the client would likely transition clearing services to its new affiliate company. Furthermore, our clients may decide to use the clearing services of one of our competitors or exit the business entirely. Any significant loss of clients due to self-clearing, moving their clearing business to a competitor or exiting the business could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Our existing clients may move from fully disclosed clearing arrangements to clearing omnibus arrangements which are generally lower margin and carry heightened risk.

Certain of our clients may determine that it is more economical for them to move from a fully disclosed clearing arrangement to an omnibus clearing arrangement with Apex Fintech and/or Apex Pro (together, the “B/Ds”), particularly as their businesses gain scale. Omnibus clearing arrangements are generally less lucrative for us as the client handles more services, resulting in less revenue for us. Omnibus arrangements, as opposed to typical fully-disclosed clearing agreements where we have names and other information regarding each customer, present the possibility of increased risk and regulatory scrutiny as we no longer have access to

43

customer level information and the applicable client is responsible for anti-money laundering and know-your-customer associated regulatory obligations. Omnibus arrangements sometimes come with the client fully or partially “trading away” whereby we do not see the trade in real time, but rather receive a trade drop copy, and our systems are not a safeguard at the time of trade. In the event of a large client moving to an omnibus arrangement, our revenues, net income and financial results could be negatively affected.

Our results of operations and future prospects depend on our ability to retain existing, and attract new, clients. We face intense and increasing competition and, if we do not compete effectively, our competitive positioning and our operating results will be harmed.

We operate in a rapidly changing and highly competitive industry, and our results of operations and future prospects depend on, among other factors:

• retaining our existing clients and customers;

• the continued growth of our client and customer base;

• the continued growth of our client’s end customers; and

• our ability to monetize our client and customer bases, including through additional products and services.

We expect our competition to continue to increase as technology advances. In addition to established enterprises, we may also face competition from early-stage companies attempting to capitalize on the same, or similar, opportunities as we are. Some of our current and potential competitors have longer operating histories, particularly with respect to clearing and custody, significantly greater financial, technical, marketing and other resources and a larger customer base than we do. This allows them to, among other things, potentially offer more competitive pricing or other terms or features, a broader range of financial products, or a more specialized set of specific products or services, as well as respond more quickly than we can to new or emerging technologies and changes in member preferences, including through acquisitions of companies and technologies. Our existing or future competitors may develop products or services that are similar to our products and services or that achieve greater market acceptance than our products and services. All of the foregoing could attract customers away from our services and reduce our market share in the future. Additionally, when new competitors seek to enter our markets, or when existing market participants seek to increase their market share, these competitors sometimes undercut, or otherwise exert pressure on, the pricing terms prevalent in that market, which could adversely affect our market share and/or ability to capitalize on new market opportunities.

We currently compete at multiple levels with a variety of competitors, including:

• technology platforms like DriveWealth;

• clearing and custody firms like Pershing, Axos and Wedbush;

• self-clearing firms like Robinhood; and

• established brokerages and wealth management firms like Charles Schwab, Fidelity and RBC.

We believe that our ability to successfully compete depends upon many factors both within and beyond our control, including, among others, the following:

• the ease of use and speed and reliability of our technology;

• the marketing and sales efforts of our clients;

• overall market conditions and trading volume;

• changes in economic conditions, regulatory and policy developments;

44

• the strength of our brand relative to our competitors;

• our ability to develop or access, and implement, new technologies and platforms; and

• the ease of use, performance, price and reliability of solutions developed either by us or our competitors.

Our current and future business prospects demand that we act to meet these competitive challenges, and any failure to so act could have a negative effect on our business. There is no guarantee that any actions taken to address competitive challenges will be successful or entirely address the challenge in question, and such actions (like increasing technology development expenditures or reducing pricing) could be costly and adversely affect our net revenue and results of operations. All of the foregoing factors and events could adversely affect our business, financial condition, results of operations, cash flows and future prospects.

Our provision of sponsored and direct market access could expose us to legal liability for trading activity by third parties.

We provide sponsored access to certain entities, which allows those entities to submit trades to certain exchanges through our market participant identification (“MPID”). We are responsible for any trades submitted by those entities that use our MPID. In addition, we provide certain of our clients with direct market access to various exchanges. Recently, the SEC and certain domestic and foreign SROs have increased scrutiny and enacted stringent regulation of sponsored and direct market access providers. If we cannot or do not adequately assess and successfully control the risks involved with all of the trading activities of our clients, we may be unable to protect ourselves from those risks. Although we have indemnification provisions in our contracts with each of those entities, given the increased regulatory scrutiny in this area, these indemnification provisions may not adequately protect us from any liabilities incurred in connection with our provision of these services. We will be required to follow such regulations as soon as they become effective, which may limit or eliminate our provision of these services and could adversely affect our revenues and profitability. Even if we are able to continue to offer this service, we may have to incur substantial costs related to implementation of risk controls with low latency to comply with new regulations, including to the extent of affecting the profitability of providing such service.

Continuing low, short-term interest rates have negatively impacted and could continue to negatively impact our profitability.

The profitability of interest-sensitive activities depends to a great extent on the difference between interest income earned on margin loans and investments of customer cash and the interest expense paid on customer cash balances and borrowings. While they are not linearly connected, if short-term interest rates fall, we generally expect to receive a smaller gross interest spread, causing the profitability of our interest-sensitive revenue sources to decline. Sustained low short-term interest rates have contributed to a decrease in our profitability and will continue to do so while such low rates continue to be in effect.

Short-term interest rates are highly sensitive to factors that are beyond our control, including general economic conditions and the policies of various governmental and regulatory authorities. In particular, decreases in the federal funds rate by the Federal Reserve usually lead to decreasing interest rates in the United States, which generally lead to a decrease in the gross spread we earn. This is most significant when the federal funds rate is on the lower end of its historical range, as it is today. This low interest rate environment is expected to continue for the foreseeable future and, if it does, we expect it will continue to negatively impact our profitability.

45

Our ability to settle transactions can depend on the availability of credit from our intraday and overnight lenders.

As of December 31, 2020, we had uncommitted lines of credit with four financial institutions for an aggregate of approximately $370 million plus additional discretionary amounts for the purpose of facilitating our clearing business as well as the activities of our customers and clients, and committed lines of credit with five financial institutions that permit us to borrow up to $125 million. There can be no assurances that our lenders will actually lend funds to us when needed. Additionally, consistent with industry practice, all of our existing facilities require periodic renewal. If any of our borrowing facilities were terminated or are not renewed, we may be unable to find replacement financing on favorable terms, or at all, and we might not be able to grow our business or have sufficient liquidity to settle transactions and operate our businesses, which would have a material adverse effect on our business.

We may be unable to return cash to customers in the event of an idiosyncratic or unforeseeable market event that results in a mass exodus of customer cash balances.

We maintain significant cash balances on behalf of our clients’ customers. We invest those funds into approved products, and we regularly perform stress tests aimed at ensuring we can meet client withdraws. Despite such measures, if customers lose confidence in New Apex or its B/Ds or otherwise withdraw cash in mass due to a market event, we may be unable to return such funds in a short period of time, which could result in adverse regulatory, legal and operational consequences and would result in a reduction in our revenues and results of operations.

Our involvement in options markets subjects us to the risks inherent in conducting business in those markets.

We clear options contracts on behalf of our clients and their respective customers. Trading in options contracts is generally more highly leveraged than trading in other types of securities. This additional leverage increases the risk involved in trading in options contracts, which in turn heightens the risk that a client or customer may not be able to fully repay its creditors, including us, if it experiences losses in its options contract trading business. Such failures by our clients or their customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The contribution of Apex Crypto LLC by PEAK6 to us is subject to regulatory approvals, which may not be obtained prior to consummation of the Business Combination or at all, and our growth prospects may be adversely affected if such regulatory approvals are delayed or not obtained.

The cryptocurrency facilitation business that we offer to our customers, Apex Crypto, is currently owned by PEAK6 rather than by Apex Fintech. Apex Fintech and PEAK6 have entered into an agreement whereby Apex Fintech may acquire Apex Crypto for nominal consideration, subject to regulatory approvals. While this option will be exercised before closing, regulatory approvals may take months to be obtained and there can be no assurance that such approvals will be obtained prior to the closing of the Mergers or at all. In the event that we are unable to obtain the necessary regulatory approvals, we will need to incur expenses and divert resources to establish and qualify a similar cryptocurrency facilitation business within New Apex or risk losing our customers. During any such set up period, we expect, but cannot guarantee, that PEAK6 will continue to operate Apex Crypto for the benefit of our clients. We cannot guarantee that we will be successful in acquiring Apex Crypto or establishing an adequate replacement. In the event of any such failure, our results of operations and prospects could be materially and adversely affected.

46

The cryptocurrency facilitation business could pose disproportionate risks to our balance sheet.

The prices of cryptocurrencies and associated demand for buying, selling, and trading various cryptocurrencies has historically been subject to significant volatility. For instance, in 2017, the value of certain cryptocurrencies, including Bitcoin, experienced steep increases in value, followed by a steep decline in value in 2018. The price and trading volume of crypto assets continues to be subject to significant uncertainty and volatility. Due to the highly volatile nature of the cryptoeconomy and the prices of cryptocurrencies, the Apex Crypto business could disproportionately impact our balance sheet. For example, if the price of the cryptocurrencies we hold in inventory drops below the price we paid to acquire this inventory, we could incur a loss. Moreover, if our systems fail at managing our inventory and customer orders, we could be left with excess inventory that increases our exposure to the volatility of the price of cryptocurrencies. Additionally, because cryptocurrencies trade uninterrupted 24 hours per day, seven days per week, and during hours when it is not possible to move funds between financial institutions or accounts, we may be forced to commit excess capital to Apex Crypto to support customers’ trading activity during periods when it is not otherwise possible to transfer funds between financial institutions or accounts.

If government regulations relating to the internet change, it could impact investor behavior and increases costs of investing or result in our clients experiencing loss of investors.

Changes in laws or regulations that adversely affect the growth, popularity or use of the internet, including laws impacting net neutrality, could increase the cost, and decrease the performance of data flowing over the internet. Certain laws intended to prevent network operators from discriminating against the legal traffic that traverse their networks have been implemented in many countries, including across the European Union. In others, the laws may be nascent or non-existent. Furthermore, favorable laws may change, including for example, in the United States where net neutrality regulations were repealed. Without these laws, it is possible that investors would have to pay extra fees to access certain websites, apps or services, which could impact their decisions to trade or become a customer. Given uncertainty around these rules, including changing interpretations, amendments or repeal, coupled with potentially significant political and economic power of local network operators, we could experience discriminatory or anti-competitive practices that could impede our growth, cause or our clients to incur additional expense or otherwise negatively affect our business.

Risks Related to Technology

The financial services industry is characterized by rapid technological change, and our future success will depend on our response to the demand for new services, products and technologies. If we fail to keep pace with technological developments and our competitors, our business may suffer.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. New services, products and technologies may render our existing services, products and technologies less competitive. Our future success will depend, in part, on our ability to respond to the demand for new services, products and technologies on a timely and cost-effective basis and to adapt to technological advancements and changing standards to address the increasingly sophisticated requirements and varied needs of our clients and prospective clients. We cannot assure you that we will be successful in developing, accessing, introducing, integrating or marketing new services, products and technologies, and many of our competitors have substantially greater resources to invest in technological improvements. In addition, we may experience difficulties that could delay or prevent the successful development, access, introduction, integration or marketing of these services and products, and our new service and product enhancements may not achieve market acceptance. Any failure on our part to anticipate or respond adequately to technological advancements, client requirements or changing industry standards, or any significant delays or interruptions in the development, access, introduction, integration or availability of new services, products or enhancements could have a material adverse effect on our business, financial condition and results of operations.

47

We depend on our proprietary technology, and our future results may be impacted if we cannot maintain technological superiority in our industry.

Our ability to provide clearing, custody and related services and our success in the past has largely been attributable to our sophisticated proprietary technology that has taken many years to develop. We have benefited from the fact that the type of proprietary technology equivalent to that which we employ, such as nearly instant account opening and fractional trading, has not been widely available to our competitors. If our technology becomes more widely available to our current or future competitors for any reason, including due to any inability to protect our proprietary technology effectively, our competitors may be able to duplicate our business processes and know-how adversely affect our ability to compete with them, and our operating results may be adversely affected. Additionally, adoption or development of similar or more advanced technologies by our competitors may require that we devote substantial resources to the development of or access to more advanced technology to remain competitive. The markets in which we compete are characterized by rapidly changing technology, evolving industry standards and changing trading systems, practices and techniques. Although we have been at the forefront of many of these developments in the past, our technology may become obsolete, and we may not be able to keep up with these rapid changes, develop or access competitive new technology, realize a return on amounts invested in developing or accessing new technologies or remain competitive in the future. If we cannot protect our proprietary technology from intellectual property challenges, or if our systems or platforms become obsolete, our business and results of operations could be adversely affected.

We are heavily reliant on technology, and a failure to effectively implement new technological solutions or enhancements to existing systems or platforms could adversely affect our business operations and the financial results of our operations.

Like most financial technology companies, we significantly depend on technology to deliver our products and services and to otherwise conduct business. To remain technologically competitive and operationally efficient, we have either begun the significant investment in or have plans to invest in new technological solutions, substantial core system upgrades and other technology enhancements. Many of these solutions and enhancements have a significant duration, include phased implementation schedules, are tied to critical systems, and require substantial internal and external resources for design and implementation. Such external resources may be relied upon to provide expertise and support to help implement, maintain and/or service certain of our core technology solutions.

Although we take steps to mitigate the risks and uncertainties associated with these solutions and initiatives, we may encounter significant adverse developments in the completion and implementation of these initiatives. These may include significant time delays, cost overruns, loss of key personnel, technological problems, processing failures, distraction of management and other adverse developments. Further, our ability to maintain an adequate control environment may be impacted. The ultimate effect of any adverse development could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could materially adversely affect us, including our control environment, operating efficiency, and results of operations.

We do not have fully redundant systems and system failures could harm our business.

If our systems (or those of third parties on which we rely) fail to perform, we could experience unanticipated disruptions in operations, slower response times or decreased customer service and customer satisfaction. Our ability to facilitate transactions successfully and provide high quality customer service depends in part on the efficient and uninterrupted operation of our computer and communications hardware and software systems. Our service has experienced periodic system delays and interruptions in the past, and we believe such delays and interruptions will likely continue to occur from time to time. Our systems and operations also are potentially vulnerable to damage or interruption from human error, cyber-attacks, natural disasters, power loss, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism and similar

48

events. We do not have fully redundant systems, and our formal business continuity plan does not include restoration of all services. Our backup services are currently limited to United States markets. In addition, except to the extent required by contracts with our clients, we do not carry business interruption insurance to compensate for losses that could occur from service interruptions. Any system failure that causes an interruption in our service or decreases the responsiveness of our service could impair our reputation, damage our brand name and materially adversely affect our business, financial condition and results of operations.

We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our business.

We rely primarily on trade secret, contract, copyright and trademark laws to protect our proprietary technology that enables us to successfully provide clearing, custody and related services. See also “We depend on our proprietary technology, and our future results may be impacted if we cannot maintain technological superiority in our industry.” It is possible that third parties may reverse engineer, copy or otherwise obtain and use our proprietary technology without our authorization or consent or otherwise infringe on our rights. The pursuit of a claim against a third party for infringement of our intellectual property could be costly, and there can be no guarantee that any such efforts would be successful. In addition, our platforms and systems may infringe upon claims of third-party intellectual property, and we may face intellectual property challenges from such other parties that could interfere with our ability to use technology that is material to our business operations. We may not be successful in defending against any such challenges or in obtaining licenses to avoid or resolve any intellectual property disputes. The costs of defending any such claims or litigation could be significant and, if we are unsuccessful, could result in a requirement that we pay significant damages or licensing fees, which would negatively impact our financial performance.

In the future, we may have to rely on litigation to enforce our intellectual property rights, protect our trade secrets, determine the validity and scope of the proprietary rights of others or defend against claims of infringement or invalidity. Any such litigation, whether successful or unsuccessful, could result in substantial costs and the diversion of resources and the attention of management, any of which could negatively affect our business.

We depend on our computer and communications systems, including our software, and an interruption in service or corruption in such software would negatively affect our business.

Our businesses rely on electronic data processing and communications systems, including our software capabilities to receive and properly process internal and external data. The effective use of technology allows us to better serve customers and clients, increases efficiency and reduces costs. Our continued success will depend, in part, upon our ability to successfully maintain, secure and upgrade the capability of our systems and our ability to address the needs of our clients by using technology to provide products and services that satisfy their demands. Significant malfunctions or failures of our computer systems, computer security, software or any other systems in the trading process, such as record retention and data processing functions performed by third parties and third party software (e.g., Internet browsers) or other disruption in the proper functioning of our software, including as a result of erroneous or corrupted data or cyber-attacks, could cause delays or suspensions in customer trading and settlement activity or cause us to make erroneous trades. Any such issues could cause substantial losses for customers and could subject us to claims from customers for losses, including litigation claiming fraud or negligence. In addition, if our computer and communications systems fail to operate properly, regulations could restrict our ability to conduct business. Any such failure could prevent us from collecting funds relating to customer and client transactions, which would materially impact our cash flows. Further, in order to maintain our competitive advantage, our software is under continuous development. As we identify and enhance our software, there is risk that software failures may occur and result in service interruptions and have other unintended consequences. Any computer or communications system failure or decrease in computer system performance that causes interruptions in our operations could have a material adverse effect on our business, financial condition, results of operations or cash flows.

49

Our computer infrastructure, operational systems and networks have been, and will continue to be, subject to an increasing risk of continually evolving cybersecurity or other technological risks, which could cause interruptions in our operations or result in a loss of customer business, financial liability, regulatory penalties, damage to our reputation or the disclosure of confidential information.

In the normal course of business, we collect, process and retain sensitive and confidential information, including personally identifiable information (“PII”), regarding our customers and their end customers. Although we devote significant resources and management focus to ensuring the integrity of our systems through information security and business continuity programs, our systems and computer infrastructure are potentially vulnerable to physical or electronic computer break-ins, cyber-attacks, programming or human errors, viruses and similar disruptive problems and security breaches. As a result of our heavy reliance on communications and information systems to conduct our business and maintain the security of confidential information and complex transactions, we are subject to an increasing risk of cyber incidents due to a combination of new technologies and the increasing use of the Internet to conduct financial transactions, as well as a potential failure, interruption or breach in the security of these systems, including those that could result from attacks or planned changes, upgrades and maintenance of these systems. Such cyber incidents could result in failures or disruptions in our customer relationship management, securities trading, general ledger, deposits, computer systems, settlement, batch processing or other systems.

We also utilize relationships with third parties to aid in a significant portion of our information systems, communications, data management and transaction processing. These third parties with which we do business may experience cybersecurity or other technological risks, including operational errors, system interruptions or breaches, unauthorized disclosure of confidential information and misuse of intellectual property. If we or our third-party service providers experience any of these cybersecurity issues, it could result in the disclosure of confidential client or customer information, customer dissatisfaction, and additional costs to repair systems or add new personnel or protection technologies, and we could be exposed to disruption of service, reputation damages, litigation risk, regulatory penalties and fines, remediation costs, and other financial losses to both us and our customers, any of which could have a material adverse effect on our business.

Additionally, although we devote significant resources to maintain and regularly upgrade our systems and networks to safeguard critical business applications, there is no guarantee that these measures or any other measures can provide absolute security. We employ detection and response mechanisms designed to contain and mitigate security incidents, including the use of third parties to survey and take action on behalf of us, but our protective measures may not promptly detect intrusions, and we may experience losses or incur costs or other damage related to intrusions that go undetected or go undetected for significant periods of time, at levels that adversely affect our financial results or reputation. Further, because the methods used to cause cyber-attacks change frequently, or in some cases cannot be recognized until launched, we may be unable to implement preventative measures or proactively address these methods until they are discovered. As a result of attacks, in addition to the various consequences discussed above, we may incur costs to provide identity protections services, including credit monitoring, to customers who may have been impacted and other legal and professional services, may incur expenses in the future including legal and professional expenses and claims for damages, and could also suffer interruptions or malfunctions in our operations. We maintain cyber risk insurance, but this insurance may not be sufficient to cover all of our losses from any future breaches of our systems.

Furthermore, information security risks in the financial services industry have increased recently, in part because of new technologies, the use of the Internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized criminals, perpetrators of fraud, hackers, terrorists and others. The recent occurrence of cybersecurity incidents across a range of industries has resulted in increased legislative and regulatory scrutiny over cybersecurity and calls for additional data privacy laws and regulations at both the state and federal levels. For example, significant comprehensive privacy laws have been enacted that may apply to our business, including the California Consumer Privacy Act (the “CCPA”), which went into effect on January 1, 2020. Along with the

50

CCPA, several other states are considering adopting laws and regulations imposing obligations regarding the handling of PII, including enforcement provisions for breaches of PII. Such mandatory disclosures could lead to negative publicity and may cause our current and prospective customers to lose confidence in the effectiveness of our data security measures. Moreover, if a high profile security breach occurs with respect to another similar provider, customers may lose trust in the security of the business model and underlying technology generally, which could adversely impact our ability to retain existing customers or attract new ones. These laws and regulations could result in increased operating expenses or increase our exposure to the risk of litigation.

Any actual or perceived threat of disruption to our services or any compromise of PII, including customer information, or any actual or perceived violations of cybersecurity regulations, could impair our reputation and cause us to lose customers or revenue, or face litigation or administrative proceedings, necessitate customer service or repair work that would involve substantial costs and divert our management’s attention and resources. While we evaluate our cybersecurity program on an ongoing basis and will consider incorporating new practices as necessary to meet the expectations of regulatory agencies in light of such cybersecurity guidance and regulatory actions and settlements for cybersecurity-related failures and violations by other industry participants, we cannot assure you that we will be fully protected from a cybersecurity incident, the occurrence of which could adversely affect our business, reputation and financial condition.

Some aspects of our platforms include open source software, and any failure to comply with the terms of one or more of the related open source licenses could negatively affect our business.

We incorporate open source software into our proprietary platforms and into other processes supporting our business. Such open source software may include software covered by licenses like the GNU General Public License and the Apache License or other open source licenses. The terms of various open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that limits our use of the software, inhibits certain aspects of our platforms and negatively affects our business operations.

Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open source software we use. If portions of our proprietary platforms are determined to be subject to an open source license, or if the license terms for the open source software that we incorporate change, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our platform or change our business activities. In addition to risks related to license requirements, the use of open source software can lead to greater risks than the use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with the use of open source software cannot be eliminated and could adversely affect our business.

Information Technology and Data Privacy Risks

We depend on third parties for a wide array of services, systems and information technology applications, and a breach or violation of law by one of these third parties, or a failure by one of these third parties to respond to service disruptions, could disrupt our business or provide our competitors with an opportunity to enhance their position at our expense.

We depend on third parties for a wide array of financial, technology and processing services, systems and information technology applications. Third-party vendors are significantly involved in many aspects of our software and systems development, servicing systems, the timely transmission of information across our data communication network, and for other telecommunications, processing, remittance and technology-related services in connection with our businesses. Our third-party providers may encounter service interruptions at any time due to system or software failure, natural disasters, severe weather conditions, health pandemic, terrorist attacks, cyber-attacks or other events. As a result of the COVID-19 pandemic, we may face increased

51

cybersecurity risks due to our reliance on internet technology and the number of our employees who are working remotely, which may create additional opportunities for cybercriminals to exploit vulnerabilities. Additionally, our reliance on third-party providers may mean that we will not be able to resolve operational problems internally, on a timely basis or at all, and our operations will depend upon such third-party service providers communicating appropriately and responding swiftly to their own service disruptions. Certain of our vendor agreements are terminable on short or no notice, and if current vendors were to stop providing services to us on acceptable terms, or if a third-party service provider experiences difficulties that interrupt operations for a prolonged period of time, we may be unable to procure alternatives from other vendors in a timely and efficient manner and on acceptable terms, or at all. If a service provider fails to provide the services required or expected, or fails to meet applicable contractual, regulatory or legal requirements such as service levels or compliance with applicable laws, the failure could negatively impact our business and provide our competitors with an opportunity to enhance their position at our expense. Such a failure could also adversely affect the perception of the reliability of our networks and services and the quality of our brand, which could materially adversely affect our business and results of operations.

The threat of fraud and theft in cryptocurrencies is high and any such event could lead to financial losses and loss of confidence and customers.

Because it is new and electronic technology, there is a high degree of fraud and theft in the cryptocurrency space. While Apex Crypto employs a variety of controls to mitigate risk of loss and theft in both proprietary and customer cryptocurrency positions it maintains in custody, it is possible for electronic wallet keys to become lost or stolen. In the event of such events, we could experience financial loss in having to reimburse customers, we could lose customers and clients as a result of reputational damage and we may face regulatory or legal consequences.

The collection, processing, use, storage, sharing and transmission of personally identifiable information could give rise to liabilities and increased costs.

We collect, process, store, use, share and/or transmit a large volume of personally identifiable information (“PII”) and other sensitive data from current, past and prospective customers and end customers. There are federal, state, and foreign laws regarding privacy, data security and the collection, use, storage, protection, sharing and/or transmission of PII and sensitive data. Additionally, many states and foreign countries continue to enact legislation on matters of privacy, information security, cybersecurity, data breach and data breach notification requirements. The manner in which we collect, process, store, use, share and/or transmit PII and other data is determined by the respective privacy and data security policies of our various businesses, as well as federal and state laws and regulations and evolving industry standards and practices. These laws, regulations, standards and practices are continually evolving, and in some cases, may subject us to inconsistent and conflicting obligations and may be subject to differing interpretations. In addition, new laws, regulations, standards and practices of this nature are proposed and adopted from time to time.

We may be subject to a variety of laws and regulations in the United States that involve matters central to our business, including privacy and data protection. Many of these laws and regulations are still evolving and being tested in courts and could be interpreted or applied in ways that could harm our business, particularly in the new and rapidly evolving industry in which we operate. The CCPA, effective as of January 1, 2020, affords California residents expanded privacy protections and control over the collection, use and sharing of their personal information. The CCPA has been amended, and it is possible it will be amended again by other pending legislative initiatives or by popular referendum. The CCPA requires certain companies doing business in California to disclose to California consumers information regarding the companies’ privacy practices and the privacy rights that businesses must offer to California residents to access and delete their personal information. The CCPA’s definition of “personal information” is more expansive than those found in other privacy laws in the United States applicable to our business. Failure to comply with the CCPA risks regulatory fines, and the CCPA grants a private right of action and statutory damages for an unauthorized access and exfiltration, theft, or disclosure of certain types of personal information resulting from a subject company’s violation of a duty to

52

maintain reasonable security procedures and practices. The CCPA also provides authority to the California Attorney General to seek civil penalties for intentional violations of the CCPA. The California Attorney General began enforcement of the CCPA on July 1, 2020. On June 1, 2020, the California Attorney General filed proposed final regulations for review and approval by California’s Office of Administrative Law (“OAL”). On August 14, 2020, the California Attorney General announced that OAL had approved, and provided additional regulations to, the proposed final regulations. Therefore, as of August 14, 2020, the California Attorney General’s regulations were finalized and became enforceable by the California Attorney General, subject to any legal challenges. On December 10, 2020, the California Attorney General proposed modifications to the regulations that went into effect on August 14, 2020. The abbreviated comment period for these proposed modifications closed on December 28, 2020. Following the closure of the public comment period, the California Attorney General submitted the regulations for approval by the OAL, which granted approval for the modified regulations on March 15, 2021. The CCPA includes a number of limited exceptions, including an exception for data that is collected, processed, sold, or disclosed pursuant to the GLBA. This exception, however, does not apply to the private cause of action afforded to individuals for information security incidents. The CCPA was amended by popular referendum due to a new ballot initiative, the California Privacy Rights Act (“CPRA”), which was included on the November 2020 ballot in California and approved by California voters. The majority of CPRA provisions will go into effect on January 1, 2023, and impose additional obligations on companies covered by the legislation and will significantly modify the CCPA, including by expanding consumers’ rights with respect to certain sensitive personal information. In the interim, the CPRA will require additional investment in compliance programs and potential modifications to business processes. In particular, the CPRA will create a new California data protection agency that will be vested with authority to implement and enforce the CCPA and the CPRA and will impose new requirements relating to additional consumer rights, data minimization and other obligations. The CPRA also extends certain exemptions under the CCPA through December 31, 2022. Specifically, the CCPA exempts from its requirements certain information collected in employment or business-to-business contexts.

We cannot predict the impact of the CCPA or the CPRA on our business, operations or financial condition, but these laws and similar laws could require us to modify certain processes or procedures, which could result in additional costs and liability. The effects of the CCPA and the CPRA are potentially significant and may require us to modify our data collection or processing practices and policies to incur substantial costs and expenses in an effort to comply, and they may increase our potential exposure to regulatory enforcement and/or litigation. Additionally, our broker-dealers are subject to SEC Regulation S-P, which requires that these businesses maintain policies and procedures addressing the protection of customer information and records. This includes protecting against any anticipated threats or hazards to the security or integrity of customer records and information and against unauthorized access to or use of customer records or information. Regulation S-P also requires these businesses to provide initial and annual privacy notices to customers describing information sharing policies and informing customers of their rights.

In addition, on March 2, 2021, Virginia enacted the Virginia Consumer Data Protection Act (“VCDPA”) which will become effective on January 1, 2023. The VCDPA borrows heavily from the California Consumer Privacy Act of 2018 (the “CCPA”) and the European Union General Data Protection Regulation, and includes exemptions that may be broader than the CCPA in certain respects, including an exemption for any data or financial institution subject to the Gramm-Leach-Bliley Act of 1999 (“GLBA”). State governments, including legislatures in Florida, Oklahoma, New York, and Washington, are also currently working on legislation related to consumer data privacy similar to the CCPA.

State governments, Congress and state and federal agencies may consider and enact additional legislation or promulgate regulations governing privacy, cybersecurity, and data breach reporting requirements. We cannot predict whether such legislation will be enacted, or what impact, if any, such legislation may have on our business practices, results of operations or financial condition. Any violations of these laws and regulations may require us to change our business practices or operational structure, including limiting our activities in certain states and/or jurisdictions, address legal claims, and sustain monetary penalties, reputational damage and/or other harms to our business.

53

Credit and Third-Party Risks

Our margin lending, stock lending, securities trading and execution businesses are all subject to credit risk.

The B/Ds are subject to credit risk if securities prices decline rapidly because the value of our collateral could fall below the amount of the indebtedness it secures. In rapidly appreciating markets, credit risk increases due to short positions. Our securities lending business as well as our securities trading and execution businesses subject us to credit risk if a counterparty fails to perform or if collateral securing obligations is insufficient. In securities transactions, we are subject to credit risk during the period between the execution of a trade and the settlement by the customer. Additionally, in the normal course of business, we purchase and sell securities, including through stock loan arrangements, as both principal and agent. If another party to the transaction fails to fulfill its contractual obligations, or if counterparties elect not to do business with us, we may incur a loss if the market value of the security is different from the contract amount of the transaction.

Significant failures by our customers, including clients, or clients to honor their obligations, or increases in their rates of default, together with insufficient collateral and reserves, could have a material adverse effect on our business, financial condition, results of operations or cash flows.

The soundness of other financial institutions could adversely affect our business.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty and other relationships. We have exposure to many different counterparties and we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, credit unions, investment banks, mutual and hedge funds, and other institutional clients. As a result, defaults by, or even negative speculation about, one or more financial services institutions, or the financial services industry in general, have led to market-wide liquidity problems in the past and could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the event of a default of our counterparty or client. In addition, our credit risk may be exacerbated when we hold collateral that cannot be realized or is liquidated at prices not sufficient to recover the full amount of the receivable due to us. Any such losses could be material and could materially and adversely affect our business, financial condition, results of operations or cash flows. As required under applicable regulations, we deposit customer funds at a number of banks. A failure by one or more of these banks could have a significant impact on our reputation, result in loss of customers, regulatory inquiries and deterioration of our capital base and operations.

In addition, a significant portion of our cashiering and treasury management functions as well as settlement functions with clearing houses is concentrated with a single bank, BMO Harris Bank. Any failure, termination of that relationship or inability to meet obligations by BMO Harris Bank could have a material impact on our business operations and ability to meet financial obligations.

If the information provided to us by customers is incorrect or fraudulent, we may misjudge qualifications to trade or receive margin and our results of operations may be harmed.

Our decisions to allow trading, provide access to cash transfers and extend margin to customers are based partly on information provided to us in the application process. To the extent that applicants provide information to us in a manner that we are unable to verify or that is incorrect or fraudulent, our decision process may not accurately reflect the associated risk. In addition, data provided by third-party sources is a significant component of our credit decisions and such data may contain inaccuracies.

In addition, while we use identity and fraud prevention tools to analyze data provided by external databases to authenticate each applicant’s identity, from time to time in the past, these checks have failed and there is a risk that these checks could fail in the future, and fraud, which may be significant, may occur. We may not be able to recoup funds underlying margin loans or trades made in connection with inaccurate statements, omissions of fact

54

or fraud, in which case our revenue, results of operations and profitability will be harmed. Fraudulent activity or significant increases in fraudulent activity could also lead to regulatory intervention, which could negatively impact our results of operations, brand and reputation, and require us to take steps to reduce fraud risk, which could increase our costs and harm our results of operations.

Strategic and New Product Risks

We have in the past consummated, and may from time to time evaluate and potentially consummate, acquisitions, which could require significant management attention, disrupt our business and adversely affect our financial results.

Our success will depend, in part, on our ability to expand our business. In some circumstances, we may determine to do so through the acquisition of complementary assets, businesses and technologies rather than through internal development. For example, in September 2019, we acquired Apex Pro, which supplemented and enhanced our existing clearing firm broker-dealer capabilities. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete identified acquisitions. Even if we are able to successfully complete acquisitions, we may fail to successfully integrate them into our existing business or realize the anticipated benefits of such acquisitions. Additional risks we face in connection with acquisitions include, but are not limited to:

• diversion of management time and focus from operating our business to addressing acquisition integration challenges;

• coordination of technology, product development, risk management and sales and marketing functions;

• retention of employees from the acquired company, and retention of our employees who were attracted to us because of our smaller size or for other reasons;

• cultural challenges associated with integrating employees from the acquired company into our organization;

• integration of the acquired company’s accounting, management information, human resources and other administrative systems;

• the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, information security safeguards, procedures and policies;

• potential write-offs or impairments of intangible assets or other assets acquired in the acquisition;

• liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;

• litigation or other claims in connection with the acquired company, including claims from terminated employees, customers, former stockholders or other third parties; and

geographic expansion exposes our business to known and unknown regulatory compliance risks including elevated risk factors for tax compliance, money laundering controls, and supervisory controls oversight.

Our failure to address these risks or other problems encountered in connection with our acquisitions and investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities and harm our business generally. Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, regulatory obligations to further capitalize our business, and goodwill and intangible asset impairments, any of which could harm our financial condition and negatively impact our stockholders. To the extent we pay the consideration for any future acquisitions or investments in cash, it would reduce the amount of cash available to us for other purposes.

55

Acquisitions may be delayed, impeded, or prohibited due to regulatory issues.

Acquisitions by financial institutions are subject to approval by a variety of federal and state regulatory agencies. The process for obtaining these required regulatory approvals has become substantially more difficult in recent years. Regulatory approvals could be delayed, impeded, restrictively conditioned or denied due to existing or new regulatory issues we have, or may have, with regulatory agencies. We may fail to pursue, evaluate or complete strategic and competitively significant acquisition opportunities as a result of our inability, or perceived or anticipated inability, to obtain regulatory approvals in a timely manner, under reasonable conditions or at all. Difficulties associated with potential acquisitions that may result from these factors could have a material adverse effect on our business, financial condition and results of operations.

An increase in fraudulent or malicious activity could lead to reputational damage to our brand and material legal, regulatory and financial exposure.

Technology providers in the financial and clearing space like us, as well as our customers, their end customers, regulators, vendors and other third parties, have experienced a significant increase in fraudulent activity in recent years and will likely continue to be the target of increasingly sophisticated fraudsters and fraud rings in the future. This is particularly true for our newer products where we have limited experience evaluating customer behavior and performing tailored risk assessments.

We develop and maintain systems and processes aimed at detecting and preventing fraudulent activity, which require significant investment, maintenance and ongoing monitoring and updating as technologies and regulatory requirements change and as efforts to overcome security and anti-fraud measures become more sophisticated. Despite our efforts, the possibility of fraudulent or other malicious activities and human error or malfeasance cannot be eliminated entirely and will evolve as new and emerging technology is deployed, including the increasing use of personal mobile and computing devices that are outside of our network and control environments. Risks associated with each of these include theft of funds and other monetary loss, the effects of which could be compounded if not detected quickly. Indeed, fraudulent activity may not be detected until well after it occurs and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered.

Fraudulent activity and other actual or perceived failures to maintain a product’s integrity and/or security has led to increased regulatory scrutiny and may lead to regulatory investigations and intervention, increased litigation (including class action litigation), remediation, fines and response costs, negative assessments of us and our subsidiaries by regulators, reputational and financial damage to our brand, and reduced usage of our products and services, all of which could have a material adverse impact on our business.

Successful fraudulent activity and other related incidents related to actual or perceived failures to maintain the integrity of our processes and controls could negatively affect us, including harming market perception of the effectiveness of our security measures or harming the reputation of the financial system in general, which could result in reduced use of our products and services. Such events could also result in legislation and additional regulatory requirements. Although we maintain insurance, there can be no assurance that liabilities or losses we may incur will be covered under such policies or that the amount of insurance will be adequate.

We may expand operations abroad where we have limited operating experience and may be subject to increased business, economic and regulatory risks that could adversely impact our financial results.

We may, in the future, pursue international expansion of our business operations, either organically or through acquisitions, in new international markets where we have limited or no experience in marketing, selling and deploying our product and services. If we fail to deploy or manage our operations in these countries successfully, our business and operations may suffer. In addition, we are subject to a variety of risks inherent in doing business internationally, including:

• political, social and/or economic instability;

56

• risks related to governmental regulations in foreign jurisdictions, including regulations relating to privacy, and unexpected changes in regulatory requirements and enforcement;

• fluctuations in currency exchange rates;

• higher levels of credit risk and fraud;

• enhanced difficulties of integrating any foreign acquisitions;

• burdens of complying with a variety of foreign laws;

• reduced protection for intellectual property rights in some countries;

• difficulties in staffing and managing global operations and the increased travel, infrastructure and legal compliance costs associated with multiple international locations and subsidiaries;

• different regulations and practices with respect to employee/employer relationships, existence of workers’ councils and labor unions, and other challenges caused by distance, language, and cultural differences, making it harder to do business in certain international jurisdictions;

• compliance with statutory equity requirements; and

• management of tax consequences.

If we are unable to manage the complexity of global operations successfully, our financial performance and operating results could suffer.

Public Company and Financial Reporting Risks

We will incur increased costs and obligations as a result of being a public company.

As a privately held company, Apex has not been required to comply with certain corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, we will incur significant legal, accounting and other expenses that we were not required to incur in the recent past, particularly after we are no longer an “emerging growth company” as defined under the JOBS Act. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, as well as under the Sarbanes-Oxley Act, the JOBS Act, and the rules and regulations of the SEC and national securities exchanges have created uncertainty for public companies and increased the costs and the time that our board of directors and management must devote to complying with these rules and regulations. We expect these rules and regulations to increase our legal and financial compliance costs and lead to a diversion of management time and attention from revenue generating activities.

Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

After the completion of the Business Combination, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and any rules promulgated thereunder, as well as the rules of the NYSE. The requirements of these rules and regulations increase our legal and financial compliance costs, make some

57

activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls for financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight are required, and, as a result, management’s attention may be diverted from other business concerns. These rules and regulations can also make it more difficult for us to attract and retain qualified independent members of our board of directors. Additionally, these rules and regulations make it more difficult and more expensive for us to obtain director and officer liability insurance. We may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. The increased costs of compliance with public company reporting requirements and our potential failure to satisfy these requirements could have a material adverse effect on our operations, business, financial condition or results of operations.

As a private company, we have not endeavored to establish and maintain public-company-quality internal control over financial reporting. If we fail to establish and maintain proper and effective internal control over financial reporting, as a public company, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our common stock may decline.

Pursuant to Section 404 of the Sarbanes-Oxley Act, following consummation of the Business Combination, the report by management on internal control over financial reporting will be on New Apex’s financial reporting and internal controls (as accounting acquirer), and an attestation of the independent registered public accounting firm will also be required. The rules governing the standards that must be met for management to assess internal control over financial reporting are complex and require significant documentation, testing and possible remediation. We have not historically had to comply with all of these rules, and to comply with the Sarbanes-Oxley Act, the requirements of being a reporting company under the Exchange Act and any complex accounting rules in the future, New Apex may need to upgrade New Apex’s legacy information technology systems, implement additional financial and management controls, reporting systems and procedures, and hire additional accounting and finance staff.

If we are unable to hire the additional accounting and finance staff necessary to comply with these requirements, we may need to retain additional outside consultants. If we or, if required, our independent registered public accounting firm, are unable to conclude that our internal controls over financial reporting are effective, investors may lose confidence in our financial reporting, which could negatively impact the price of our securities.

We cannot assure you that there will not be material weaknesses in our internal control over financial reporting now or in the future. We have not previously been required to conduct such an internal control evaluation and assessment. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, results of operations or cash flows. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines that we have a material weakness in our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

Our risk management processes and procedures may not be effective or may result in client loss.

As a clearing firm that needs to manage financial, settlement, interest rate, liquidity, cyber, trading, treasury, counterparty and other risks not present in most industries, our risk management processes and procedures are vital. While we seek to mitigate and implement processes and procedures intended to reduce risk, there can be no

58

assurances that these measures will be effective or that unforeseen events, like the market volatility from COVID-19 or meme stock trading might occur, and in response to which our risk management practices could be insufficient or fail. In addition, risk management measures implemented, such as restrictions on trading, could result in client and/or customer dissatisfaction. Any such risk management failure or resulting client or customer dissatisfaction could result in a material loss of assets and decreased revenue and income.

Our projections are subject to significant risks, assumptions, estimates and uncertainties. As a result, our projected revenues, market share, expenses and profitability may differ materially from our expectations.

We operate in a rapidly changing and competitive industry and our projections will be subject to the risks and assumptions made by management with respect to our industry and business. Operating results are difficult to forecast because they generally depend on a number of factors, including the competition we face, and our ability to attract and retain customers, deliver new products and services and expand market share. Additionally, our business may be affected by reductions in trading activity, loss of customers, lack of new products, competition, regulation and a number of factors which may be difficult to predict. This may result in decreased revenue levels, and we may be unable to adopt measures in a timely manner to compensate for any unexpected shortfall in income. This inability could cause our operating results in a given quarter to be higher or lower than expected. These factors make creating accurate forecasts and budgets challenging and, as a result, we may fall materially short of our forecasts and expectations, which could cause our stock price to decline and investors to lose confidence in us.

Regulatory, Tax and Other Legal Risks

We are subject to extensive, complex and evolving laws, rules and regulations, which are interpreted and enforced by various federal, state and local government authorities and can result in substantial compliance costs, and our business would be adversely affected if our qualifications, memberships or licenses are impaired as a result of non-compliance with those requirements.

We are subject to various federal, state, industry, and local regulatory regimes. Principal policy objectives of these regulatory regimes include to protect investors, and other financial services customers and to prevent fraud, market abuse, money laundering, and terrorist financing. Laws and regulations, among other things, impose licensing and qualifications requirements; require various disclosures and consents; mandate or prohibit certain terms and conditions for various financial products; prohibit unfair, deceptive, or abusive acts or practices; require us to submit to examinations by federal, state and local regulatory regimes; and require us to maintain various policies, procedures and internal controls. Monitoring and complying with all applicable laws and regulations can be difficult and costly. In addition, some legal and regulatory frameworks provide for the imposition of fines or penalties for noncompliance even though the noncompliance was inadvertent or unintentional and even though there were systems and procedures designed to ensure compliance in place at the time. Failure to comply with any of these requirements may result in, among other things, enforcement action by governmental authorities, lawsuits, monetary damages, fines or monetary penalties, restitution or other payments to borrowers or investors, modifications to business practices, revocation of required licenses or registrations, voiding of loan contracts and reputational harm.

In addition, changes in licensing laws may result in increased disclosure requirements or increased fees, or may impose other conditions to licensing that we or our personnel are unable to satisfy. We may not be able to maintain all currently requisite licenses and permits. If we change or expand our business activities, we may be required to obtain additional licenses before we can engage in those activities. If we apply for a new license, a regulator may determine that we were required to do so at an earlier point in time, and as a result, may impose penalties or refuse to issue the license, which could require us to modify or limit our activities in the relevant state. These risks are particularly acute with respect to cryptocurrency, where regulations are new and still being determined.

59

The B/Ds’ businesses are subject to the regulatory frameworks applicable to clearing firm broker-dealers, including regulation by the SEC and FINRA, and non-clearing futures commission merchants, including regulation by the CFTC and NFA.

The B/Ds are registered broker-dealers and FINRA members. The securities industry is highly regulated, including under federal, state and other applicable laws, rules, and regulations, and we may be adversely affected by regulatory changes related to full paid stock lending, payment for order flow, suitability of financial products, supervision, sales practices, advertising, application of fiduciary standards, best execution, and market structure, any of which could limit our business and damage our reputation. FINRA has adopted extensive regulatory requirements relating to sales practices, advertising, registration of personnel, compliance and supervision, and compensation and disclosure, to which our personnel are subject. FINRA and the SEC also have the authority to conduct periodic examinations of the B/Ds, and may also conduct other investigations or enforcement proceedings. See “Business of Apex Fintech– Government Regulation”. Additionally, material expansions of the business in which we may engage are subject to approval by FINRA. This could delay, or even prevent, our ability to expand our securities and brokerage offerings in the future.

From time to time, the B/Ds may be threatened with or named as a defendant in lawsuits, arbitrations and administrative claims. We are also subject to periodic regulatory examinations and inspections by regulators (including the SEC and FINRA). Compliance and trading problems that are reported to regulators, such as the SEC and FINRA, by dissatisfied customers or others are investigated by such regulators, and may, if pursued, result in formal claims being filed against a B/D by customers or disciplinary action being taken by regulators against us or our employees. Our failure to comply with applicable laws or regulations could result in fines, litigation, suspensions of personnel or other sanctions, which could have a material effect on our overall financial results. Even if a sanction imposed against us or our personnel is small in monetary amount, the adverse publicity arising from the imposition of sanctions against us by regulators could harm our reputation and cause us to lose existing members or fail to gain new members. In addition, in the normal course of business, the B/Ds discuss matters with their regulators raised during regulatory examinations or otherwise subject to their inquiry. These matters could result in censures, fines, penalties or other sanctions.

We are required to provide notice of the Business Combination to various regulators, in relation to the resulting change of control of the B/Ds, and also must receive certain approvals prior to the consummation of the Business Combination, including approval by FINRA of a Continuing Membership Application (“CMA”). FINRA’s timeline to issue a decision on the prospective CMA is difficult to predict and may extend beyond the anticipated timing of the closing of the Business Combination.

Evolving laws and government regulations could adversely affect our business.

Governmental regulation of global financial markets and financial institutions is pervasive and continually evolving. This includes regulation of clearing firms, introducing brokers, financial advisors and their activities, through the implementation of compliance, risk management and anti-money laundering procedures; restrictions on specific types of investments and the provision and use of leverage; capital requirements; limitations on compensation to managers; and books and records, reporting and disclosure requirements. Future regulations, or of changes in the interpretation and enforcement of existing regulations, could have an adverse effect on our business. For example, payment for order flow and full paid stock lending have come under recent scrutiny in the first few months of 2021 and changes in regulation may occur. Any reduction or elimination of payment for order flow and/or full paid stock lending would have a material and adverse effect on our revenue, net income and results of operations. Proposals to change the statutes and regulations affecting financial services companies are frequently introduced in Congress and state legislatures that, if enacted, may affect our operating environment in substantial and unpredictable ways. In addition, numerous federal and state regulators have the authority to promulgate or change regulations that could have a similar effect on our operating environment, and the recent inauguration of a new administration in the United States could result in significant changes to regulatory policy and the promulgation of new laws and regulations. We cannot determine with any degree of certainty whether

60

any such legislative or regulatory proposals will be enacted and, if enacted, the ultimate impact that any such potential legislation or implementing regulations, or any such potential regulatory actions by federal or state regulators, would have upon our business.

Federal and state financial services regulators are also enforcing existing laws, regulations, and rules aggressively and enhancing their supervisory expectations regarding the management of legal and regulatory compliance risks. These regulatory changes and uncertainties make our business planning more difficult and could result in changes to our business model and potentially adversely impact our results of operations. New laws, regulations, policies or changes in enforcement of existing laws or regulations applicable to our business, or reexamination of current practices, could adversely impact our profitability, limit our ability to continue existing or pursue new business activities, require us to change certain of our business practices, affect retention of key personnel, or expose us to additional costs (including increased compliance costs and/or customer remediation). These changes also may require us to invest significant resources, and devote significant management attention, to make any necessary changes and could adversely affect our business.

We may be subject to more stringent capital requirements in the future.

We are subject to regulatory requirements specifying minimum amounts and types of capital that we must maintain and post as deposits with centralized clearing organizations like NSCC. With the recent “meme stock” trading activity, clearing firm capital requirements have come under increased scrutiny and there is the possibility of increases to these requirements. If these deposit and regulatory requirements were to increase significantly, additional capital would be required to support our clearing activities which would result in less available capital to fund acquisitions, capital expenditures and technology development. These changes could reduce our operating margins, result in decreased revenue and earnings.

We may pay fines or become subject to enforcement actions or litigation as a result of activity that pre-dated our ownership of a business.

We acquired Apex Pro in September of 2019. Prior to our acquisition of Apex Pro, Apex Pro was the subject of ongoing regulatory inquiries and actions from FINRA and the SEC which are not yet closed. In the future, we may acquire other businesses subject to regulation or similar ongoing inquiries, actions or proceedings, or that may become subject to similar ongoing inquiries, actions or proceedings arising out of operations that pre-dated our ownership of such businesses. Any fines, enforcement actions, censure or other determinations by regulators that relate to periods prior to the closing of acquisitions we make are likely to impact us and the acquired business even though the activity in question related to periods prior to our ownership. While we have attempted, and may in the future attempt, to mitigate the financial impact of these events with indemnity reserves or other methods, the efficacy of such protective measures may be insufficient to cover all losses and reputational harm may still occur. Our financial performance, results of operation and reputation may be materially and adversely affected by any such actions, litigations and fines.

The regulatory regime governing blockchain technologies and cryptocurrencies is uncertain, and new regulations or policies may alter our business practices with respect to cryptocurrency.

Apex Crypto currently offers virtual currency and cryptocurrency-related trading services and is licensed and registered with various governmental authorities as a money service business, money transmitter, virtual currency business, or the equivalent. Although many regulators have provided some guidance, regulation of digital assets based on or incorporating blockchain, such as cryptocurrencies and cryptocurrency exchanges, remains uncertain and will continue to evolve. Further, regulation varies significantly among international, federal, state and local jurisdictions. As blockchain networks and blockchain assets have grown in popularity and in market size, federal and state agencies are increasingly taking interest in, and in certain cases regulating, their use and operation. Treatment of virtual currencies continues to evolve under federal and state law. Many U.S. regulators, including the SEC, the Financial Crimes Enforcement Network (“FinCEN”), the Commodity Futures

61

Trading Commission (“CFTC”), the Internal Revenue Service (“IRS”), and state regulators including the New York State Department of Financial Services (“NYDFS”), have made official pronouncements or issued guidance or rules regarding the treatment of Bitcoin and other digital currencies. The IRS released guidance treating virtual currency as property that is not currency for United States federal income tax purposes, although there is no indication yet whether other courts or federal or state regulators will follow this classification. Both federal and state agencies have instituted enforcement actions against those violating their interpretation of existing laws. Other United States and many state agencies have offered little official guidance and issued no definitive rules regarding the treatment of cryptocurrency. The CFTC has publicly taken the position that certain virtual currencies, which term includes cryptocurrencies, are commodities. To the extent that Bitcoin is deemed to fall within the definition of a “commodity interest” under the Commodity Exchange Act (“CEA”), we may be subject to additional regulation under the CEA and CFTC regulations. Apex Crypto does not offer digital securities, however the SEC could take a position that certain cryptocurrencies offered by Apex Crypto are deemed “securities” under its definition and interpretation.

As blockchain technologies and cryptocurrency business activities grow in popularity and market size, and as new cryptocurrency businesses and technologies emerge and proliferate, foreign, federal, state, and local regulators revisit and update their laws and policies, and can be expected to continue to do so in the future. Changes in this regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government, may significantly affect or change the manner in which we currently conduct some aspects of our business.

States may require licenses that apply to blockchain technologies and cryptocurrencies.

In the case of virtual currencies, state regulators such as the NYDFS have created new regulatory frameworks. For example, in July 2014, the NYDFS proposed the first U.S. regulatory framework for licensing participants in virtual currency business activity. The regulations, known as the “BitLicense”, are intended to focus on consumer protection. The NYDFS issued its final BitLicense regulatory framework in June 2015. The BitLicense regulates the conduct of businesses that are involved in virtual currencies in New York or with New York customers and prohibits any person or entity involved in such activity from conducting such activities without a license. Apex Crypto is in the process of obtaining a BitLicense.

Other states may adopt similar statutes and regulations that will require us to obtain a license to conduct cryptocurrency activities. For example, in July 2020, Louisiana adopted the Virtual Currency Business Act, which will require operators of virtual currency businesses to obtain a virtual currency license in order to conduct business in Louisiana, in accordance with a proposed rule, which is expected to be issued as a final rule by the Louisiana Office of Financial Institutions in early 2021. Other states, such as Texas, have published guidance on how their existing regulatory regimes governing money transmitters apply to virtual currencies. Some states, such as New Hampshire, North Carolina and Washington, have amended their state’s statutes to include virtual currencies into existing licensing regimes, while others have interpreted their existing statutes as requiring a money transmitter license to conduct certain virtual currency business activities. Apex Crypto is currently licensed as a money transmitter or the equivalent in 8 states (Alabama, Connecticut, Florida, New Mexico, North Carolina, Vermont, and Washington). In addition, Apex Crypto is participating in Hawaii’s Digital Currency Innovation Lab and has a pending BitLicense in New York. Apex Crypto is currently operational in all other U.S. states and jurisdictions based on legal opinion, and in some cases state regulator confirmation, that a license is not required.

It is likely that, as blockchain technologies and the use of virtual currencies continues to grow, additional states will take steps to monitor the developing industry and perhaps require us to obtain additional licenses in connection with our virtual currency activity.

62

Failure to comply with anti-money laundering, economic and trade sanctions regulations, and similar laws could subject us to penalties and other adverse consequences.

Various laws and regulations in the United States and abroad, such as the Bank Secrecy Act, the Dodd-Frank Act, the USA PATRIOT Act, and FINRA Rule 3310, impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services. Under these laws and regulations, financial institutions are broadly defined to include money services businesses such as money transmitters. In 2013, FinCEN issued guidance regarding the applicability of the Bank Secrecy Act to administrators and exchangers of convertible virtual currency, clarifying that they are money service businesses, and more specifically, money transmitters. The Bank Secrecy Act requires broker-dealers and money services businesses (“MSBs”) to develop and implement risk-based anti-money laundering programs, report large cash transactions and suspicious activity, and maintain transaction records, among other requirements. State regulators may impose similar requirements on licensed money transmitters. In addition, our contracts with financial institution partners and other third parties may contractually require us to maintain an anti-money laundering program.

We are also subject to economic and trade sanctions programs administered by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), which prohibit or restrict transactions to or from or dealings with specified countries, their governments, and in certain circumstances, their nationals, and with individuals and entities that are specially-designated nationals of those countries, narcotics traffickers, terrorists or terrorist organizations, and other sanctioned persons and entities.

Our failure to comply with anti-money laundering, economic and trade sanctions regulations, and similar laws could subject us to substantial civil and criminal penalties, or result in the loss or restriction of our FINRA and SEC registrations, MSB registration and/or money transmission or virtual currency licenses, or subject us to liability under our contracts with third parties, all of which may significantly affect our ability to conduct some aspects of our business. Changes in this regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by governmental entities, may significantly affect or change the manner in which we currently conduct some aspects of our business,

We have in the past, and continue to be, subject to inquiries, exams, pending investigations, or enforcement matters.

The financial services industry is subject to extensive regulation under federal, state, and applicable international laws. We are subject to periodic regulatory examinations and inspections and, from time to time, in the normal course of business, we may receive or be subject to, inquiries or investigations by state and federal regulatory or enforcement agencies and bodies, such as the SEC, state attorneys general, state financial regulatory agencies, other state or federal agencies, and self-regulatory organizations like FINRA. We also may receive inquiries from state regulatory agencies regarding requirements to obtain licenses from or register with those states, including in states where we have determined that we are not required to obtain such a license or be registered with the state. Any such inquiries or investigations could involve substantial time and expense to analyze and respond to, could divert management’s attention and other resources from running our business, and could lead to public enforcement actions or lawsuits and fines, penalties, injunctive relief, and the need to obtain additional licenses that we do not currently possess. In addition, from time to time, we have been threatened with or named as a defendant in lawsuits, arbitrations and administrative claims involving securities, consumer financial services and other matters. Compliance and trading problems that are reported to regulators, such as the SEC, FINRA, the CFTC, NFA, or state regulators, by dissatisfied customers or others are investigated by such regulators, and may, if pursued, result in formal claims being filed against us by customers or disciplinary action being taken against us or our employees by regulators or enforcement agencies. To resolve issues raised in examinations or other governmental actions, we may be required to take various corrective actions, including changing certain business practices, making refunds or taking other actions that could be financially or competitively detrimental to us. We expect to continue to incur costs to comply with governmental regulations.

63

Our involvement in any such matters, whether tangential or otherwise and even if the matters are ultimately determined in our favor, could also cause significant harm to our reputation, lead to additional investigations and enforcement actions from other agencies or litigants, and further divert management attention and resources from the operation of our business, and any such claims or disciplinary actions that are decided against us could have a material adverse impact on our business, financial condition or results of operations.

Changes in tax law and differences in interpretation of tax laws and regulations may adversely impact our financial statements.

We operate in multiple jurisdictions and are subject to tax laws and regulations of the United States federal, state and local and non-United States governments. United States federal, state and local and non-United States tax laws and regulations are complex and subject to varying interpretations. United States federal, state and local and non-United States tax authorities may interpret tax laws and regulations differently than we do and challenge tax positions that we have taken. This may result in differences in the treatment of revenues, deductions, credits and/or differences in the timing of these items. The differences in treatment may result in payment of additional taxes, interest or penalties that could have an adverse effect on our financial condition and results of operations. Further, future changes to United States federal, state and local and non-United States tax laws and regulations could increase our tax obligations in jurisdictions where we do business or require us to change the manner in which we conduct some aspects of our business. For example, United States federal tax legislation enacted in 2017, informally titled the Tax Cuts and Jobs Act (the “Tax Act”), enacted many significant changes to the U.S. tax laws. Future guidance from the IRS with respect to the Tax Act may affect New Apex, and certain aspects of the Tax Act could be repealed or modified in future legislation. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) has already modified certain provisions of the Tax Act. In addition, it is uncertain if and to what extent various states will conform to the Tax Act, the CARES Act or any newly enacted federal tax legislation.

If we do not maintain the capital levels required by regulations or centralized clearing organizations, we may be subject to fines, suspension, revocation of registration or expulsion.

We are subject to stringent rules imposed by the SEC, FINRA, and various other regulatory agencies which require broker-dealers to maintain specific levels and types of net capital. Net capital is the net worth of a broker-dealer, less deductions, for other types of assets including assets not readily convertible into cash and specified percentages of a broker-dealer’s proprietary securities positions. If we fail to maintain the required net capital, we may be subject to suspension or revocation of registration by the SEC and suspension or expulsion by NYSE and/or FINRA, which, if not cured, could ultimately lead to our liquidation. If the net capital rules are changed or expanded, if there is an unusually large charge against our net capital, or if we otherwise fail to meet minimum capital requirements, we might be required to limit or discontinue our clearing and margin lending operations that require the intensive use of capital. In addition, our ability to withdraw capital from our subsidiaries could be restricted, which in turn could limit our ability to pay dividends, repay or repurchase debt, including the notes, at the parent company level and redeem or purchase shares of our outstanding stock, if necessary. A large operating loss or charge against net capital could impede our ability to expand or even maintain our present volume of business, which could have a material adverse impact on our business, results of operations or cash flows.

The B/Ds are also participants in the Depository Trust Company’s settlement services and the Options Clearing Corporation, which requires us to maintain changing levels of deposits with those entities to maintain our membership and ability to settle and clear equities and options.

Our futures business is subject to the capital and segregation rules of the NFA and CFTC. If we fail to maintain the required capital, or if we violate the customer segregation rules, we may be subject to monetary fines, and the suspension or revocation of our license to clear futures contracts. Any interruption in our ability to continue this business would impact our revenues and profitability.

64

Personnel and Business Continuity Risks

We rely on our management team and will require additional key personnel to grow our business, and the loss of key management members or key employees, or an inability to hire key personnel, could harm our business.

We believe our success has depended, and continues to depend, on the efforts and talents of our senior management, who have significant experience in the financial services and technology industries, are responsible for our core competencies and would be difficult to replace. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. In addition, the loss of any of our senior management or key employees could materially adversely affect our ability to execute our business plan and strategy, and we may not be able to find adequate replacements on a timely basis, or at all. Our executive officers and other employees are at-will employees, which means they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. We cannot guarantee that we will be able to retain the services of any members of our senior management or other key employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business could be materially and adversely affected.

The competitive job market creates a challenge and potential risk as we strive to attract and retain a highly skilled workforce.

Competition for our employees, including highly skilled technology and product professionals, is extremely intense reflecting a tight labor market. This can present a risk as we compete for experienced candidates, especially if the competition is able to offer more attractive financial terms of employment. This risk extends to our current employee population. We also invest significant time and expense in engaging and developing our employees, which also increases their value to other companies that may seek to recruit them. Turnover can result in significant replacement costs and lost productivity.

In addition, recent United States immigration policy has made it more difficult for qualified foreign nationals to obtain or maintain work visas under the HB-1 classification. These HB-1 visa limitations make it more difficult and/or more expensive for us to hire the skilled professionals we need to execute our growth strategy, especially engineering, data analytics and risk management personnel, and may adversely impact our business.

Due to our primarily remote workforce, we may face increased business continuity and cyber risks that could significantly harm our business and operations.

The COVID-19 pandemic has caused us to modify our business practices by migrating to a primarily remote workforce where our employees are accessing our servers remotely through home or other networks to perform their job responsibilities. While most of our operations can be performed remotely and are operating effectively at present, there is no guarantee that this will continue or that we will continue to be as effective while working remotely because our team is dispersed, many employees may have additional personal needs to attend to (such as looking after children as a result of school closures or a family member who becomes sick), employees may become sick themselves and be unable to work, and any unavailability of or unreliable home Internet may affect work continuity and efficiency, For example, at home infrastructure is less reliable and the recent outages in the Dallas area due to Winter Storm Uri had a direct effect on our Dallas-based employees’ ability to work and our business. As COVID-19 conditions improve and restrictions are lifted, similar uncertainties exist with the return to work process.

Additionally, while we put in place additional safeguards to protect data security and privacy, a remote workforce places additional pressure on our user infrastructure and third parties that are not easily mitigated, including additional dependencies on third-party communication tools, such as instant messaging and online meeting platforms.

65

Our business is subject to the risks of natural disasters, power outages, telecommunications failures and similar events, including COVID-19 and additional public health crises, and to interruption by man-made problems such as terrorism, cyberattack, and other actions, which may impact the demand for our products and impact our results of operation.

Events beyond our control may damage our ability to maintain our platform and provide services to our customers. Such events include, but are not limited to, hurricanes, earthquakes, fires, floods and other natural disasters, public health crises, such as the ongoing COVID-19 pandemic or other infectious diseases, power outages, telecommunications failures and similar events. Despite any precautions we may take, system interruptions and delays could occur if there is a natural disaster, if a third-party provider closes a facility we use without adequate notice for financial or other reasons, or if there are other unanticipated problems at our leased facilities. Because we rely heavily on our servers, computer and communications systems and the Internet to conduct our business and provide high-quality service to our customers, disruptions could harm our ability to effectively run our business. We currently use Amazon Web Services (“AWS”) and Google Cloud Platform and would be unable to switch instantly to another system in the event of failure to access either cloud service. This means that an outage could result in our system being unavailable for a period of time, which could be significant. Terrorism, cyberattacks and other criminal, tortious or unintentional actions could also give rise to significant disruptions to our operations. In addition, we rely on third party systems for email, office suites, security and authentication and data and analytics for our business including Google, OKTA, Microsoft, Duo Security and Salesforce. Any shut down, unavailability or breach of those third-party systems could result in a significant disruption of our business and our results of operations could be negatively impacted.

Our business interruption insurance may not be sufficient to compensate us for losses that may result from interruptions in our service as a result of system failures or other disruptions. Comparable natural and other risks may reduce demand for our products or cause our members to suffer significant losses and/or incur significant disruption in their respective operations, which may affect their ability to satisfy their obligations towards us. All of the foregoing could materially and adversely affect our business, results of operations and financial condition.

Employee misconduct, which can be difficult to detect and deter, could harm our reputation and subject us to significant legal liability.

We operate in an industry in which integrity and the trust and confidence of our customers, regulators and counterparties is of critical importance. We are subject to risks of errors and misconduct by our employees that could adversely affect our business, including:

• engaging in misrepresentation or fraudulent activities when marketing or performing online custody and clearing and other services to our customers;

• improperly using or disclosing confidential information of our customers and end customers or other parties;

• concealing unauthorized or unsuccessful activities; or

• otherwise not complying with applicable laws and regulations or our internal policies or procedures.

There have been numerous highly-publicized cases of fraud and other misconduct by financial services industry employees. The precautions that we take to detect and deter employee misconduct might not be effective. If any of our employees engage in illegal, improper, or suspicious activity or other misconduct, we could suffer serious harm to our reputation, financial condition, customer relationships, and our ability to attract new customers. We also could become subject to regulatory sanctions and significant legal liability, which could cause serious harm to our financial condition, reputation, customer relationships and prospects of attracting additional customers.

66

Market and Economic Risks

Our business may be harmed by global events beyond our control, including overall slowdowns in securities trading, and market fluctuations could adversely impact our business.

Like other brokerage and financial services firms, our business and profitability are directly affected by elements that are beyond our control, such as economic and political conditions, broad trends in business and finance, the availability and cost of capital and credit, incidences of customer fraud, changes in federal, state and local laws and regulatory oversight, changes in volume of securities and futures transactions, changes in the markets in which such transactions occur and changes in how such transactions are processed. The B/Ds are subject to heightened risks as a result of fluctuations in the securities markets, and our securities trading, lending and execution activities may subject our capital to significant risks. Market conditions could limit our ability to sell securities purchased or to purchase securities sold in such transactions. Rapid or significant market fluctuations could adversely affect our business, financial condition, results of operations and cash flow, and a weakness in equity markets, such as a slowdown causing reduction in trading volume in U.S. or foreign securities and derivatives, has historically resulted in reduced transaction revenues and would have a material adverse effect on our business, financial condition and results of operations.

In addition, during periods of market disruption, it may be difficult to value certain assets if comparable sales become less frequent or market data becomes less observable. Certain classes of assets or loan collateral that were in active markets with significant observable data may become illiquid due to the current financial environment. In such cases, asset valuations may require more estimation and subjective judgment.

Other elements beyond our control, such as trade wars, restrictions and tariffs; slowing growth in emerging economies; geopolitical matters, including international political unrest, disturbances and conflicts; acts of war and terrorism; epidemics; changes in interest rates; regulatory uncertainty; continued infrastructure deterioration and low oil prices could also impact the financial services industry. In addition, the current environment of heightened scrutiny of financial institutions has resulted in increased public awareness of and sensitivity to brokerage activities and sources of revenue. All of the above factors may adversely affect our fees and costs and results of operations.

Our business could be harmed by a systemic market event.

Some market participants could be overleveraged. In case of sudden, large price movements, such market participants may not be able to meet their obligations to brokers (like the B/Ds) who, in turn, may not be able to meet their obligations to their counterparties. As a result, the financial system or a portion thereof could collapse, and the impact of such an event could be catastrophic to our business.

Risks Relating to Ownership of New Apex’s Common Stock

New Apex will qualify as, and intends to elect to be treated as, a “controlled company” within the meaning of the NYSE listing standards and, as a result, our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

So long as more than 50% of the voting power for the election of directors of New Apex is held by an individual, a group or another company, New Apex will qualify as a “controlled company” under the NYSE listing requirements. Following consummation of the Mergers, the PEAK6 Parties, which are affiliates of the same ultimate control persons will control a majority of the voting power of our outstanding capital stock. As a result, New Apex will qualify as, and intends to elect to be treated as, a “controlled company” under the NYSE listing standards and will not be subject to the requirements that would otherwise require us to have: (i) a majority of “independent directors,” as defined under the listing standards of the NYSE; (ii) a nominating committee comprised solely of independent directors; (iii) compensation of our executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; and (iv) director nominees selected, or recommended for the board of directors’ selection, either by a majority of the independent directors or a nominating committee comprised solely of independent directors.

67

The PEAK6 Parties may have their interest in New Apex diluted due to future equity issuances or their own actions in selling shares of common stock, in each case, which could result in a loss of the “controlled company” exemption under the NYSE listing rules. New Apex would then be required to comply with those provisions of the NYSE listing requirements.

New Apex will qualify as an “emerging growth company” within the meaning of the Securities Act as of the closing of the Mergers, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make New Apex’s securities less attractive to investors and may make it more difficult to compare New Apex’s performance to the performance of other public companies.

New Apex will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act, as of the closing of the Business Combination. As such, New Apex will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including, but not limited to, (a) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (b) reduced disclosure obligations regarding executive compensation in New Apex’s periodic reports and proxy statements and (c) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, New Apex’s stockholders may not have access to certain information they may deem important. New Apex will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of New Apex’s common stock that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of Northern Star common stock in the IPO. We cannot predict whether investors will find New Apex’s securities less attractive because it will rely on these exemptions. If some investors find New Apex’s securities less attractive as a result of its reliance on these exemptions, the trading prices of New Apex’s securities may be lower than they otherwise would be, there may be a less active trading market for New Apex’s securities and the trading prices of New Apex’s securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of New Apex’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

As an “emerging growth company,” we cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our shares of common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to obtain an assessment of the effectiveness of our internal controls over financial reporting from our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive

68

compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of these accounting standards until they would otherwise apply to private companies. Northern Star has elected not to opt out of such extended transition period. We cannot predict if investors will find our shares of common stock less attractive because we will rely on these exemptions. If some investors find our shares of common stock less attractive as a result, there may be a less active market for our shares of common stock and our share price may be more volatile.

New Apex’s stock price may be volatile and may decline regardless of its operating performance.

The market price of New Apex common stock may fluctuate significantly in response to numerous factors and may continue to fluctuate for these and other reasons, many of which are beyond New Apex’s control, including:

• actual or anticipated fluctuations in New Apex’s revenue and results of operations;

• the financial projections New Apex may provide to the public, any changes in these projections or its failure to meet these projections;

• failure of securities analysts to maintain coverage of New Apex, changes in financial estimates or ratings by any securities analysts who follow New Apex or its failure to meet these estimates or the expectations of investors;

• announcements by New Apex or its competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, results of operations or capital commitments;

• changes in operating performance and stock market valuations of other retail or technology companies generally, or those in the fintech industry in particular;

• price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

• trading volume of our common stock;

• the inclusion, exclusion or removal of our common stock from any indices;

• changes in New Apex’s board of directors or management;

• transactions in our common stock by directors, officers, affiliates and other major investors;

• lawsuits threatened or filed against us;

• changes in laws or regulations applicable to our business;

• changes in New Apex’s capital structure, such as future issuances of debt or equity securities;

• short sales, hedging and other derivative transactions involving New Apex’s capital stock;

• general economic conditions in the United States;

• pandemics or other public health crises, including, but not limited to, the COVID-19 pandemic;

• other events or factors, including those resulting from war, incidents of terrorism or responses to these events; and

• the other factors described in this “Risk Factors” section.

The stock market has recently experienced extreme price and volume fluctuations. The market prices of securities of companies have experienced fluctuations that often have been unrelated or disproportionate to their operating results. In the past, stockholders have sometimes instituted securities class action litigation against

69

companies following periods of volatility in the market price of their securities. Any similar litigation against New Apex could result in substantial costs, divert management’s attention and resources, and harm its business, financial condition, and results of operations.

An active trading market for New Apex common stock may not be sustained.

New Apex common stock is expected to be listed on the NYSE under the symbol “APX” and to trade on that market and others. New Apex cannot assure you that an active trading market for its common stock will be sustained. Accordingly, New Apex cannot assure you of the liquidity of any trading market, your ability to sell your shares of its common stock when desired or the prices that you may obtain for your shares.

Apex Fintech has convertible debt that may be converted into shares of New Apex common stock in the future, which would cause immediate and substantial dilution to its stockholders.

In February 2021, Apex issued the 2023 Notes in an initial aggregate principal amount of $100.0 million, with an option for the noteholders to purchase an additional $20.0 million principal amount of 2023 Notes. Following the closing of the proposed Business Combination the 2023 Notes shall, in accordance with their terms, become convertible into shares of New Apex common stock at an initial conversion price of $10.00 per share. The issuance of shares of New Apex common stock upon any conversion of the 2023 Notes will result in dilution to the interests of other stockholders.

Future sales of shares by existing stockholders could cause New Apex’s stock price to decline.

If New Apex’s existing stockholders sell or indicate an intention to sell substantial amounts of its common stock in the public market, the trading price of New Apex’s common stock could decline. In addition, shares underlying any outstanding options and restricted stock units will become eligible for sale if exercised or settled, as applicable, and to the extent permitted by the provisions of various vesting agreements and Rule 144 of the Securities Act. All the shares of common stock subject to stock options outstanding and reserved for issuance under its equity incentive plans are expected to be registered on Form S-8 under the Securities Act and such shares are eligible for sale in the public markets, subject to Rule 144 limitations applicable to affiliates. If these additional shares are sold, or if it is perceived that they will be sold in the public market, the trading price of New Apex’s common stock could decline.

Although the Sponsor, the Northern Star initial stockholders and certain members of Apex Fintech will be subject to certain restrictions regarding the transfer of New Apex common stock following the Business Combination, these shares may be sold after the expiration of their respective lock-ups. New Apex intends to file one or more registration statements prior to or shortly after the closing of the Mergers to provide for the resale of such shares (and the shares into which the 2023 Notes will become convertible) from time to time. As restrictions on resale end and the registration statements are available for use, the market price of New Apex common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

If securities or industry analysts either do not publish research about New Apex or publish inaccurate or unfavorable research about us, New Apex’s business, or its market, or if they change their recommendations regarding New Apex’s common stock adversely, the trading price or trading volume of its common stock could decline.

The trading market for New Apex’s common stock is influenced in part by the research and reports that securities or industry analysts may publish about us, its business, New Apex’s market, or its competitors. If one or more of the analysts initiate research with an unfavorable rating or downgrade New Apex’s common stock, provide a more favorable recommendation about Apex’s competitors, or publish inaccurate or unfavorable research about its business, New Apex’s common stock price would likely decline. In addition, New Apex

70

currently expects that securities research analysts will establish and publish their own periodic projections for its business. These projections may vary widely and may not accurately predict the results New Apex actually achieves. Its stock price may decline if its actual results do not match the projections of these securities research analysts. While New Apex expects research analyst coverage, if no analysts commence coverage of it, the trading price and volume for New Apex common stock could be adversely affected. If any analyst who may cover New Apex were to cease coverage of New Apex or fail to regularly publish reports on us, New Apex could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of its common stock to decline.

New Apex’s second amended and restated certificate of incorporation will retain the provision renouncing New Apex’s interest and expectancy in certain corporate opportunities that is currently contained in Northern Star’s amended and restated certificate of incorporation, which may prevent New Apex from receiving the benefit of certain corporate opportunities.

The “corporate opportunity” doctrine provides that corporate fiduciaries, as part of their duty of loyalty to the corporation and its stockholders, may not take for themselves an opportunity that in fairness should belong to the corporation. Section 122(17) of the DGCL, however, expressly permits a Delaware corporation to renounce in its certificate of incorporation any interest or expectancy of the corporation in, or in being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or its officers, directors or stockholders. Similar to Article ELEVENTH of Northern Star’s currently effective amended and restated certificate of incorporation, Article ELEVENTH of New Apex’s second amended and restated certificate of incorporation will provide that doctrine of corporate opportunity shall not apply with respect to New Apex or any of its officers or directors, or any of their respective affiliates. As a result of this provision, New Apex may be not be offered certain corporate opportunities which could be beneficial to our company and our stockholders. While it is difficult at this time to predict how this provision may adversely impact New Apex’s stockholders, it is possible that New Apex would not be offered the opportunity to participate in a future transaction which might have resulted in a financial benefit to New Apex, which could, in turn, result in a material adverse effect on its business, financial condition, results of operations, or prospects.

Delaware law and provisions in New Apex’s second amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of its common stock.

New Apex’s second amended and restated certificate of incorporation and amended and restated bylaws will contain provisions that could depress the trading price of its common stock by acting to discourage, delay, or prevent a change of control of New Apex or changes in New Apex’s management that New Apex’s stockholders may deem advantageous. These provisions include the following:

• a classified board of directors so that not all members of New Apex’s board of directors are elected at one time;

• the right of the board of directors to establish the number of directors and fill any vacancies and newly created directorships;

• director removal solely for cause;

• super-majority voting to amend certain provisions of New Apex’s certificate of incorporation and any provision of its bylaws after such time as the PEAK6 Parties and their affiliates no longer beneficially own more than 50% of the then outstanding shares of the capital stock of New Apex;

• “blank check” preferred stock that New Apex’s board of directors could use to implement a stockholder rights plan;

• the right of New Apex’s board of directors to issue New Apex’s authorized but unissued common stock and preferred stock without stockholder approval;

71

• no ability of New Apex’s stockholders to call special meetings of stockholders;

• no right of New Apex’s stockholders to act by written consent, which requires all stockholder actions to be taken at a meeting of New Apex’s stockholders;

• limitations on the liability of, and the provision of indemnification to, our director and officers;

• the right of the board of directors to make, alter, or repeal New Apex’s bylaws; and

• advance notice requirements for nominations for election to New Apex’s board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

In addition, New Apex will be subject to Section 203 of the DGCL. Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years following the date such person becomes an interested stockholder, unless the business combination or the transaction in which such person becomes an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person that, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status did own, 15.0% or more of a corporation’s voting stock. The existence of this provision may have an anti- takeover effect with respect to transactions not approved in advance by the New Apex board of directors and the anti-takeover effect includes discouraging attempts that might result in a premium over the market price for the shares of New Apex common stock.

Any provision of New Apex’s second amended and restated certificate of incorporation or amended and restated bylaws that has the effect of delaying or deterring a change in control could limit the opportunity for New Apex’s stockholders to receive a premium for their shares of New Apex’s common stock, and could also affect the price that some investors are willing to pay for New Apex’s common stock.

New Apex’s second amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between New Apex and its stockholders, which could limit New Apex’s stockholders’ ability to obtain a favorable judicial forum for disputes with New Apex or its directors, officers or employees.

New Apex’s second amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on New Apex’s behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against New Apex arising pursuant to the Delaware General Corporation Law, New Apex’s certificate of incorporation or its bylaws or any action asserting a claim against New Apex that is governed by the internal affairs doctrine. These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New Apex or its directors, officers or other employees and may discourage these types of lawsuits. This provision would not apply to claims brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. New Apex’s second amended and restated certificate of incorporation provides further that, to the fullest extent permitted by law, the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. However, Section 22 of the Securities Act provides that federal and state courts have concurrent jurisdiction over lawsuits brought under the Securities Act or the rules and regulations thereunder. To the extent the exclusive forum provision restricts the courts in which claims arising under the Securities Act may be brought, there is uncertainty as to whether a court would enforce such a provision. We note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Furthermore, the enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than

72

those designated in the exclusive-forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions. If a court were to find the exclusive-forum provision contained in New Apex’s amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, New Apex may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business.

New Apex does not intend to pay dividends for the foreseeable future.

New Apex currently intends to retain any future earnings to finance the operation and expansion of its business and New Apex does not expect to declare or pay any dividends in the foreseeable future. Moreover, the terms of any revolving credit facility into which New Apex or any of its subsidiaries enters may restrict its ability to pay dividends, and any additional debt New Apex or any of its subsidiaries may incur in the future may include similar restrictions. As a result, stockholders must rely on sales of their common stock after price appreciation as the only way to realize any future gains on their investment.

Concentration of ownership among Apex Fintech’s existing members, executive officers, directors and their respective affiliates may prevent new investors from influencing significant corporate decisions.

Upon completion of the Business Combination, Apex Fintech’s members, executive officers, directors and their respective affiliates as a group are expected to beneficially own approximately         % of the outstanding New Apex common stock, assuming no redemptions of Northern Stars’ public shares. As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, amendment of New Apex’s certificate of incorporation and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control of New Apex or changes in management and will make the approval of certain transactions difficult or impossible without the support of these stockholders.

New Apex may issue additional shares of common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of New Apex common stock.

Upon the closing of the Business Combination, New Apex will have options and warrants outstanding to purchase up to an aggregate of 17,750,000 shares of New Apex common stock, including public warrants to purchase 8,000,000 shares and private warrants to purchase 9,750,000 shares. In addition, the 2023 Notes issued by Apex Fintech will be convertible into 10,056,944 shares (based on the outstanding principal balance and accrued interest as of March 31, 2021 and assuming the holders of the 2023 Notes do not exercise their option to purchase additional 2023 Notes). New Apex will also have the ability to initially issue up to 56,500,000 shares of New Apex common stock under the 2021 Plan (assuming the 2021 Plan is approved by stockholders at the stockholder meeting).

New Apex may issue additional shares of common stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances.

New Apex’s issuance of additional shares of common stock or other equity securities of equal or senior rank would have the following effects:

• New Apex’s existing stockholders’ proportionate ownership interest in New Apex will decrease;

• the amount of cash available per share, including for payment of dividends (if any) in the future, may decrease;

• the relative voting strength of each previously outstanding share of common stock may be diminished; and

• the market price of New Apex’s shares of common stock may decline.

73

New Apex’s securities may not be listed on a national securities exchange after the Business Combination, which could limit investors’ ability to make transactions in New Apex’s securities and subject New Apex to additional trading restrictions.

New Apex has applied to have its common stock and warrants listed on the NYSE after consummation of the Business Combination. New Apex will be required to meet the initial listing requirements of the NYSE to be listed. New Apex may not be able to meet those initial listing requirements (and the related closing condition, which requires the shares of New Apex common stock to be issued in the Mergers be approved for listing on the NYSE, may be waived by the parties). Even if New Apex’s securities are so listed, New Apex may be unable to maintain the listing of its securities in the future.

If New Apex fails to meet the initial listing requirements and the NYSE does not list its securities (and the related closing condition is waived by the parties), or if its securities are subsequently delisted, New Apex could face significant material adverse consequences, including:

• a limited availability of market quotations for its securities;

• a limited amount of news and analyst coverage for New Apex; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

Risks Related to the Business Combination

New Apex will not have any right to make damage claims against Apex Fintech or Apex Fintech’s members for the breach of any representation, warranty or covenant made by Apex Fintech in the Merger Agreement.

The Merger Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the closing of the Mergers, except for those covenants that by their terms apply or are to be performed in whole or in part after the closing, and then only with respect to breaches occurring after closing. Accordingly, there are no remedies available to the parties with respect to any breach of the representations, warranties, covenants or agreements of the parties to the Merger Agreement after the closing of the Mergers, except for covenants to be performed in whole or in part after the closing. As a result, New Apex will have no remedy available to it if the Mergers are consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by Apex Fintech at the time of the Mergers.

If Northern Star’s stockholders fail to properly demand redemption rights, they will not be entitled to have their common stock of Northern Star redeemed for a pro rata portion of the trust account.

Northern Star stockholders holding public shares may demand that Northern Star redeem their shares for their respective pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the Business Combination, including interest earned on the trust account and not previously released to Northern Star to pay its tax obligations. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters of Northern Star’s initial public offering. Northern Star stockholders who seek to exercise this redemption right must deliver their shares (either physically or electronically) to Northern Star’s transfer agent two business days prior to the special meeting. Any Northern Star stockholder who fails to properly deliver their shares will not be entitled to have his or her shares redeemed. See the section entitled “Special meeting of Northern Star Stockholders—Redemption rights” for the procedures to be followed if you wish to have your shares redeemed for cash.

74

Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 20% of the public shares.

A public stockholder, together with any affiliate or any other person with whom such stockholder is acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 20% of the public shares. Accordingly, if you hold more than 20% of the public shares and the business combination proposal is approved, you will not be able to seek redemption rights with respect to the full amount of your shares and may be forced to hold the shares in excess of 20% or sell them in the after-market. Northern Star cannot assure you that the value of such excess shares will appreciate over time following the Business Combination or that the market price of New Apex common stock after the Business Combination will exceed the per-share redemption price.

The Sponsor and Northern Star’s officers and directors own common stock and warrants that will be worthless and have incurred reimbursable expenses that may not be reimbursed or repaid if the Business Combination is not approved. Such interests may have influenced their decision to approve the Business Combination with Apex Fintech.

The Sponsor and Northern Star’s officers and directors and/or their affiliates beneficially own or have a pecuniary interest in founder shares and private warrants that they purchased prior to, or simultaneously with, Northern Star’s initial public offering. The holders have no redemption rights with respect to these securities in the event a business combination is not effected in the required time period. Therefore, if the Business Combination with Apex Fintech or another business combination is not approved within the required time period, such securities held by such persons will be worthless. Such securities had an aggregate market value of $             based upon the closing prices of the shares and warrants on the NYSE on                     , 2021, the record date. Furthermore, the Sponsor and Northern Star’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Northern Star’s behalf, such as identifying and investigating possible business targets and business combinations. These expenses will be repaid upon completion of the Business Combination. However, if Northern Star fails to consummate the Business Combination, Northern Star’s Sponsor and its directors and officers will not have any claim against the trust account for reimbursement. Accordingly, Northern Star may not be able to reimburse these amounts if the Business Combination is not completed. In addition, Northern Star’s Sponsor, officers, directors or their affiliates make working capital loans prior to the closing of the Business Combination, which may not be repaid if the Business Combination is not completed. See the section entitled “The Business Combination Proposal—Interests of the Sponsor and Northern Star’s Directors and Officers in the Business Combination.”

These financial interests may have influenced the decision of Northern Star’s directors to approve the Business Combination with Apex Fintech and to continue to pursue such Business Combination. In considering the recommendations of Northern Star’s board of directors to vote for the business combination proposal and other proposals, its stockholders should consider these interests.

The Sponsor, which is ultimately controlled by Jonathan J. Ledecky and Joanna Coles, is liable under certain circumstances to ensure that proceeds of the trust are not reduced by vendor claims in the event the Business Combination is not consummated. Such liability may have influenced the decision of Mr. Ledecky and Ms. Coles to approve the Business Combination with Apex Fintech.

If the Business Combination with Apex Fintech or another business combination is not consummated by Northern Star within the required time period, the Sponsor will be personally liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Northern Star for services rendered or contracted for or products sold to Northern Star. If Northern Star consummates a business combination, on the other hand, Northern Star will be liable for all such claims. See the section entitled “Other Information Related to Northern Star—Financial Condition and Liquidity” for further information.

75

These personal obligations of the Sponsor may have influenced Northern Star’s board of directors’ decision to approve the Business Combination with Apex Fintech and to continue to pursue such Business Combination. In considering the recommendations of Northern Star’s board of directors to vote for the business combination proposal and the other proposals, Northern Star’s stockholders should consider these interests.

The exercise of Northern Star’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the best interests of Northern Star’s stockholders.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Merger Agreement, would require Northern Star to agree to amend the Merger Agreement, to consent to certain actions taken by Apex Fintech or to waive rights to which Northern Star is entitled under the Merger Agreement. Such events could arise because of changes in the course of Apex Fintech’s business, a request by Apex Fintech to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Apex Fintech’s business and would entitle Northern Star to terminate the Merger Agreement. In any of such circumstances, it would be at Northern Star’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is best for Northern Star and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Northern Star does not believe there will be any material changes or waivers that Northern Star’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. Northern Star will circulate a supplemental or amended proxy statement/prospectus if changes to the terms of the Mergers that would have a material impact on its stockholders are required prior to the vote on the business combination proposal.

If Northern Star is unable to complete the Business Combination with Apex Fintech or another business combination by January 28, 2023 (or such later date as may be approved by Northern Star’s stockholders), Northern Star will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Northern Star and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per share.

Under the terms of Northern Star’s amended and restated certificate of incorporation, Northern Star must complete the Business Combination with Apex Fintech or another business combination by January 28, 2023 (or such later date as may be approved by Northern Star stockholders in an amendment to its amended and restated certificate of incorporation), or Northern Star must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Northern Star. Although Northern Star has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court would uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of Northern Star’s public stockholders. If Northern Star is unable to complete a business combination within the required time period, the Sponsor has agreed that it will be liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Northern Star for services rendered or contracted for or products sold to Northern Star. However, the Sponsor may not be able to

76

meet such obligation as its only assets are securities of Northern Star. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.00 due to such claims.

Additionally, if Northern Star is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if Northern Star otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, Northern Star may not be able to return to its public stockholders at least $10.00 per share.

Northern Star’s board of directors did not obtain a fairness opinion in determining whether or not to proceed with the Business Combination and, as a result, the terms may not be fair from a financial point of view to the public stockholders.

Northern Star’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Accordingly, investors will be relying solely on the judgment of Northern Star’s board of directors in valuing Apex Fintech and assuming the risk that the Northern Star board may not have properly valued the business. However, Northern Star’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have substantial experience with mergers and acquisitions. Furthermore, in analyzing the Business Combination, Northern Star’s board of directors conducted significant due diligence on Apex Fintech. As a result, Northern Star’s board of directors concluded that its members’ experience and backgrounds, together with the experience and sector expertise of Northern Star’s advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination, including that the Business Combination was fair from a financial perspective to its stockholders and that Apex Fintech’s fair market value was at least 80% of the assets held in the trust account (net of amounts previously disbursed to management for tax obligations and working capital purposes and excluding approximately $14 million of deferred underwriting discounts held in trust) at the time of the agreement to enter into the Business Combination. There can be no assurance, however, that Northern Star’s board of directors was correct in its assessment of the Business Combination. For a complete discussion of the factors utilized by Northern Star’s board of directors in approving the Business Combination, see the section entitled “The Business Combination Proposal.”

Northern Star’s stockholders may be held liable for claims by third parties against Northern Star to the extent of distributions received by them.

If Northern Star is unable to complete the Business Combination with Apex Fintech or another business combination within the required time period, Northern Star will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account and not previously released to Northern Star (less up to $100,000 of interest to pay liquidation expenses and which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and its board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii), to Northern Star’s obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. Northern Star cannot assure you that it will properly assess all claims that may potentially be brought against Northern Star. As such, Northern Star’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Northern Star cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by Northern Star.

77

If Northern Star is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor, creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Northern Star’s stockholders. Furthermore, because Northern Star intends to distribute the proceeds held in the trust account to its public stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, Northern Star’s board of directors may be viewed as having breached its fiduciary duties to its creditors and/or may have acted in bad faith, thereby exposing itself and Apex Fintech to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Northern Star cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing Northern Star stockholders to increase the likelihood of approval of the business combination proposal and the other proposals could have a depressive effect on Northern Star’s shares.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Northern Star or its securities, the Sponsor, Northern Star’s officers, directors and stockholders from prior to Northern Star’s initial public offering, Apex Fintech or its members and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire common stock of Northern Star or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Business Combination where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on New Apex common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.

If the adjournment proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, Northern Star’s board of directors will not have the ability to adjourn the special meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved.

Northern Star’s board of directors is seeking approval to adjourn the special meeting to a later date or dates if it is determined by the officer presiding over the special meeting that more time is necessary for Northern Star to consummate the Mergers and the other transactions contemplated by the Merger Agreement. The presiding officer may present the adjournment proposal if, at the special meeting, Northern Star is unable to consummate the Business Combination for any reason. If the adjournment proposal is not approved, Northern Star’s board will not have the ability to adjourn the special meeting to a later date and, therefore, the Business Combination would not be completed. However, in addition to an adjournment of the special meeting upon approval of an adjournment proposal, Northern Star’s board of directors is empowered under Delaware law to postpone the meeting at any time prior to the meeting being called to order.

78

SPECIAL MEETING OF NORTHERN STAR STOCKHOLDERS

General

Northern Star is furnishing this proxy statement/prospectus to Northern Star’s stockholders as part of the solicitation of proxies by Northern Star’s board of directors for use at the special meeting of Northern Star’s stockholders. This proxy statement/prospectus provides Northern Star’s stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place

The special meeting of stockholders will be held on             , 2021, at                     eastern time, solely over the Internet by means of a live audio webcast, which may be accessed at https://www.                .com/                      . Stockholders participating in the special meeting will be able to listen only and will not be able to speak during the special meeting webcast. However, in order to maintain the interactive nature of the special meeting, virtual attendees will be able to:

• vote via the meeting web portal during the special meeting webcast; and

• submit questions or comments to Northern Star’s directors and officers during the special meeting via the special meeting web portal.

Any stockholder wishing to attend the special meeting must register in advance. To register for and attend the virtual special meeting, please follow these instructions as applicable to the nature of your ownership of Northern Star common stock:

• Shares Held of Record. If you are a record holder, and you wish to attend the virtual special meeting, go to https://www.                    .com/                      , enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Immediately prior to the start of the special meeting, you will need to log back into the meeting site using your control number. You must register before the meeting starts.

• Shares Held in Street Name. If you hold your shares in “street” name, which means your shares are held of record by a broker, bank or nominee, and you who wish to attend the special meeting, you must obtain a legal proxy from the stockholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com. Holders should contact their bank, broker or other nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the special meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the special meeting. “Street” name holders should contact Continental Stock Transfer on or before             , 2021.

Stockholders will also have the option to listen to the special meeting by telephone by calling:

• Within the United States and Canada:                     (toll-free)

• Outside of the United States and Canada:                      (standard rates apply)

The passcode for telephone access:                     #. You will not be able to vote or submit questions unless you register for and log in to the special meeting webcast as described above.

79

Purpose of the Northern Star Special meeting

At the special meeting, Northern Star is asking holders of Northern Star common stock to:

• consider and vote upon a proposal to approve and adopt the Merger Agreement and the Mergers, including (1) the merger of Merger Sub I with and into Apex Fintech, with Apex Fintech surviving as a wholly owned subsidiary of Northern Star, (2) immediately following the Initial Merger and as part of a single integrated transaction with the Initial Merger, the merger of Apex Fintech with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of Northern Star, and (3) the issuance of shares of New Apex common stock to members of Apex Fintech in the Initial Merger;

• consider and vote upon a proposal to approve the issuance of an aggregate of 45,000,000 shares of New Apex common stock in the PIPE Transaction, the closing of which is subject to certain conditions, including, among other things, the substantially concurrent closing of the Mergers (the PIPE proposal);

• consider and vote upon separate proposals to approve amendments to Northern Star’s current amended and restated certificate of incorporation to: (i) change the name of Northern Star to “Apex Fintech Solutions, Inc.”, as opposed to the current name of “Northern Star Investment Corp. II”; (ii) increase the number of shares of common stock Northern Star is authorized to issue to 1,300,000,000 shares, as opposed to the current number of 150,000,000 shares, and remove the provisions for Northern Star’s current Class B Common Stock (the shares of which will all convert into shares of Class A Common Stock in connection with the Business Combination) so that the Class B Common Stock will cease to exist and Northern Star will have a single class of common stock; (iii) remove the right of stockholders of Northern Star to act without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of common stock were present and voted; (iv) add supermajority voting provisions applicable after such time as the PEAK6 Parties and their affiliates no longer beneficially own more than 50% of the then outstanding shares of the capital stock of New Apex, requiring the affirmative vote of the holders of 75% of the voting power of all of the then outstanding shares of the capital stock of New Apex to amend certain provisions of the second amended and restated certificate of incorporation and to adopt, amend or repeal any provision of the bylaws; and (v) remove the various provisions applicable only to special purpose acquisition corporations (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time) and make certain other immaterial changes that the Northern Star board deems appropriate (the charter proposals);

• elect seven directors who, upon the closing of the Business Combination, will be the directors of New Apex (the director election proposal);

• consider and vote upon a proposal to approve the 2021 Plan, which is an incentive compensation plan for employees and other service providers of New Apex and its subsidiaries, including, after the Mergers, Apex Fintech and its subsidiaries (the incentive plan proposal); and

• consider and vote upon a proposal to adjourn the special meeting to a later date or dates if it is determined by the officer presiding over the special meeting that more time is necessary for Northern Star to consummate the Mergers and the other transactions contemplated by the Merger Agreement (the adjournment proposal).

80

Recommendation of Northern Star Board of Directors

Northern Star’s board of directors has unanimously determined that the business combination proposal is fair to and in the best interests of Northern Star and its stockholders and approved the business combination proposal. Northern Star’s board of directors unanimously recommends that stockholders vote “FOR” the business combination proposal, “FOR” the PIPE proposal, “FOR” each of the charter proposals, “FOR” the election of the seven director nominees identified in this proxy statement/prospectus, “FOR” the incentive plan proposal, and “FOR” the adjournment proposal, if presented at the meeting.

Record Date; Persons Entitled to Vote

Northern Star has fixed the close of business on             , 2021 as the “record date” for determining Northern Star stockholders entitled to notice of, and to attend and vote at, the special meeting. As of the close of business on             , 2021, there were 40,000,000 shares of Class A Common Stock outstanding and 10,000,000 shares of Class B Common Stock outstanding and entitled to vote. Northern Star’s Class A Common Stock and Class B Common Stock are entitled to vote together as a single class on all matters to be considered at the special meeting. Each share of Northern Star common stock is entitled to one vote at the special meeting.

Pursuant to agreements with Northern Star and Apex Fintech, the 10,000,000 founder shares held by the Sponsor and Northern Star’s officers and directors, and any common stock acquired by them in the aftermarket, will be voted in favor of the business combination proposal and the other proposals being presented at the meeting and in favor of the election of the seven nominees identified in this proxy statement/prospectus to serve as directors of Northern Star.

Quorum

The presence, either by attendance through the meeting web portal or by proxy, of a majority of all the outstanding shares of common stock entitled to vote constitutes a quorum at the special meeting.

Vote Required

The business combination proposal. The approval of the business combination proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Northern Star common stock present and entitled to vote at the special meeting to approve the Business Combination.

The PIPE proposal. The approval of the PIPE proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Northern Star common stock present and entitled to vote at the special meeting.

The charter proposals. The approval of each of the charter proposals will require the affirmative vote of the holders of a majority of the outstanding shares of Northern Star common stock on the record date.

The director election proposal. The election of directors requires a plurality vote of the Northern Star common stock present and entitled to vote at the special meeting. A plurality means that the individuals who receive the largest number of votes cast “FOR” are elected as directors.

The incentive plan proposal. The approval of the incentive plan proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Northern Star common stock present and entitled to vote at the special meeting.

The adjournment proposal. The approval of the adjournment proposal, if presented, will require the affirmative vote of the holders of a majority of the outstanding shares of Northern Star common stock present and entitled to vote at the special meeting.

81

Abstentions and Broker Non-Votes

Abstentions are considered present for purposes of establishing a quorum but will have the same effect as a vote “against” the business combination proposal, the PIPE proposal, the charter proposals, the incentive plan proposal, and the adjournment proposal, if presented. Broker non-votes will have no effect on the business combination proposal, and will have the same effect as a vote “against” the PIPE proposal, the charter proposals, the incentive plan proposal, and the adjournment proposal, if presented.

For the election of directors, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

If a beneficial holder of Northern Star common stock does not give its broker voting instructions, under applicable self-regulatory organization rules, the broker may not vote its shares on “non-routine” proposals, which is referred to as a “broker non-vote.” Because all of the proposals included in this proxy statement/prospectus are deemed “non-routine” in accordance with applicable NYSE rules and interpretations, brokers are not permitted to vote on any of the proposals to be considered at the special meeting absent such voting instructions.

Voting Your Shares

Each share of Northern Star common stock that you own in your name entitles you to one vote. If you are a stockholder of record, your proxy card shows the number of shares of Northern Star common stock that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you are a stockholder of record, there are two ways to vote your shares of Northern Star common stock at the special meeting:

• You Can Vote by Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by Northern Star’s board of directors “FOR” the business combination proposal, each of the charter proposals, each of the seven nominees for director identified in this proxy statement/prospectus, the incentive plan proposal and the adjournment proposal, if presented. Votes received after a matter has been voted upon at the special meeting will not be counted.

• You Can Attend the Virtual Special meeting and Vote Online. Due to health concerns stemming from the COVID-19 pandemic, and to support the health and well-being of our stockholders, the special meeting will be a virtual meeting. You may vote by attending the special meeting as described above and submitting a ballot via the special meeting web portal.

If you hold your shares in “street name” you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares by returning a completed, signed and dated voter instruction card. If you wish to attend the virtual special meeting and vote through the meeting web portal during the special meeting webcast, you must obtain a legal proxy from your broker, bank or nominee. That is the only way Northern Star can be sure that the broker, bank or nominee has not already voted your shares.

82

Revoking Your Proxy

If you are a stockholder of record and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

• you may send another proxy card with a later date;

• you may notify Northern Star’s transfer agent in writing before the special meeting that you have revoked your proxy; or

• you may attend the virtual special meeting and submit a ballot through the special meeting web portal during the special meeting webcast, as indicated above.

If you hold your shares in “street name,” you should contact your broker, bank or nominee to change your instructions on how to vote.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your Northern Star common stock, you may call D.F. King & Co., Inc., Northern Star’s proxy solicitor, at                     , or Joanna Coles, Northern Star’s chief executive officer, at (212) 818-8800.

Redemption rights

Any holder of public shares may seek to redeem their shares for cash in connection with the Business Combination. Holders of public shares are not required to affirmatively vote on the business combination proposal or be holders of public shares on the record date in order to exercise redemption rights with respect to such public shares. Any stockholder holding public shares may exercise redemption rights which will result in them converting their shares into a full pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the Business Combination, including interest earned on the trust account and not previously released to Northern Star to pay its tax obligations, which, for illustrative purposes, was $         per share as of             , 2021, the record date. If a holder seeks redemption of their shares as described in this section and the Business Combination is consummated, Northern Star will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 20% or more of the public shares. Accordingly, all public shares in excess of 20% held by a public stockholder will not be redeemed.

The Sponsor and Northern Star’s officers and directors will not have redemption rights with respect to any shares of Northern Star common stock owned by them, directly or indirectly.

Northern Star stockholders who seek to have their public shares redeemed must deliver their shares, either physically or electronically using The Depository Trust Company’s DWAC System, to Northern Star’s transfer agent no later than two business days prior to the special meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the proposed Business Combination is not consummated, this may result in an additional cost to stockholders for the return of their shares.

83

Any request to have such shares redeemed, once made, may be withdrawn at any time prior to the vote on the business combination proposal. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

If the Business Combination is not approved or completed for any reason, then Northern Star’s public stockholders who elected to exercise their redemption rights will not be entitled to have their shares redeemed. In such case, Northern Star will promptly return any shares delivered by public stockholders.

The closing price of the Northern Star Class A Common Stock on             , 2021, the record date, was $            . The cash held in the trust account on such date less taxes payable was approximately $             ($             per public share). Prior to exercising redemption rights, stockholders should verify the market price of Northern Star Class A Common Stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Northern Star cannot assure its stockholders that they will be able to sell their common stock in the after-market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If a holder of public shares exercises its redemption rights, then it will be exchanging its shares of Northern Star common stock for cash and will no longer own those shares.

Appraisal Rights

None of Northern Star’s stockholders, unitholders or warrant holders have appraisal rights in connection with the Business Combination under Delaware law.

Proxy Solicitation Costs

Northern Star is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Northern Star and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Northern Star will bear the cost of the solicitation.

Northern Star has hired D.F. King & Co., Inc. to assist in the proxy solicitation process. Northern Star will pay that firm a fee of $25,000 plus disbursements. Such payment will be made from non-trust account funds.

Northern Star will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Northern Star will reimburse them for their reasonable expenses.

Northern Star Sponsor and Officers and Directors

As of             , 2021, the record date for the Northern Star special meeting, the Sponsor and Northern Star’s officers and directors beneficially owned and were entitled to vote an aggregate of 10,000,000 shares of Class B Common Stock, which we refer to in this proxy statement/prospectus as founder shares. These individuals and entities also purchased an aggregate of 9,750,000 private warrants simultaneously with the consummation of Northern Star’s initial public offering. These founder shares currently constitute 20% of Northern Star’s outstanding common stock. If the Mergers are consummated, each outstanding share of Class B Common Stock will convert into one share of Northern Star’s Class A Common Stock in connection with the closing of the Initial Merger, the Class B Common Stock will cease to exist and thereafter Northern Star will have a single class of common stock.

84

Pursuant to the Sponsor Support Agreement, each of the Sponsor and Northern Star’s officers and directors have agreed to vote their founder shares, as well as any common stock acquired in the aftermarket, in favor of the business combination proposal and the other proposals being presented at the special meeting and in favor of the election of the seven nominees identified in this proxy statement/prospectus to serve as directors of New Apex. There are no redemption rights with respect to the founder shares in the event a business combination is not effected in the required time period and Northern Star is forced to redeem all of the public shares. Accordingly, the founder shares will be worthless if no business combination is consummated by Northern Star.

In connection with the Mergers, Northern Star has agreed to cause its initial stockholders, including the holders of the founder shares and private warrants, to amend the existing lock-up restrictions applicable to them and enter into agreements substantially identical to the Lock-Up Agreement executed or to be executed by certain of Apex Fintech’s members, so that the lock-up restrictions with respect to the initial stockholders of Northern Star common stock will be identical to the lock-up restrictions applicable to such members of Apex Fintech. Pursuant to such lock-up restrictions, the founder shares will be subject to a 12-month lock-up period, during which, subject to certain exceptions, the holders of such shares will not, directly or indirectly, sell, transfer or otherwise dispose of such shares, which period may be earlier terminated if the reported closing sale price of the New Apex common stock equals or exceeds $15.00 per share (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations or other similar transactions) for a period of 20 trading days during any 30-trading-day period commencing at least 150 days following the consummation of the Mergers. Furthermore, pursuant to a letter agreement executed in connection with Northern Star’s initial public offering, the private warrants will not be transferable, assignable or salable by the Sponsor until 30 days after the completion of Northern Star’s initial business combination.

At any time prior to the special meeting, during a period when they are not in possession of any material nonpublic information regarding Northern Star or its securities, the Sponsor, Northern Star’s officers and directors, Apex Fintech or Apex Fintech’s members and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or who elect to convert, or indicate an intention to convert, their public shares into a pro rata portion of the trust account, or they may execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Northern Star common stock, to vote their shares in favor of the business combination proposal or to refrain from exercising their redemption rights. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirement that the holders of a majority of the shares entitled to vote at the special meeting to approve the business combination proposal vote in its favor and that the conditions to the closing of the Mergers (such as the condition that the New Apex common stock be listed on the NYSE) otherwise will be met, where it appears that such requirement would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Northern Star initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on New Apex common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the then-current market price and may therefore be more likely to sell the shares he, she or it owns, either prior to or immediately after the special meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the business combination proposal and the other proposals to be presented at the special meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that the conditions to the closing of the Mergers (such as the condition that the New Apex common stock be listed on the NYSE) would be met.

85

No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/prospectus. Northern Star will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

86

THE BUSINESS COMBINATION PROPOSAL

The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Merger Agreement is subject to, and is qualified in its entirety by reference to, the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus.

Structure of the Mergers

The Merger Agreement provides, among other things, for (1) the merger of Merger Sub I with and into Apex Fintech, with Apex Fintech surviving as a wholly owned subsidiary of Northern Star, (2) immediately following the Initial Merger and as part of a single integrated transaction with the Initial Merger, the merger of Apex Fintech with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of Northern Star, and (3) the issuance of shares of New Apex common stock to members of Apex Fintech in the Initial Merger.

Consideration to Apex Fintech Securityholders

Pursuant to the Merger Agreement, at the time of the Initial Merger, each issued and outstanding membership interest of Apex Fintech will be automatically converted into the right to receive a number of shares of Northern Star equal to the Exchange Ratio. At the time of the Initial Merger, all of the outstanding membership interests of Merger Sub I issued and outstanding immediately prior to the Initial Merger will be converted into and exchanged for all of the membership interests of the Initial Surviving Company.

The Exchange Ratio is the quotient obtained by dividing 470,000,000 by the number of membership interests of Apex Fintech outstanding immediately prior to the effective time of the Mergers (other than any such membership interests issued or issuable upon conversion of the 2023 Notes). The 470,000,000 shares of New Apex common stock in the numerator of the Exchange Ratio represents the $4.7 billion equity value of Apex Fintech that was determined by negotiation between the parties divided by $10.00 per share. See “Background of the Business Combination” below. We presently estimate that the Exchange Ratio will be                .

In accordance with their terms, the 2023 Notes will become convertible as of the consummation of the Business Combination, at the election of the holders, into shares of New Apex common stock at an initial conversion price of $10.00 per share of New Apex common stock. As of March 31, 2021, Apex Fintech had $100,000,000 in aggregate principal amount of the 2023 Notes outstanding, with $569,444 of interest accrued thereon. Pursuant to the related purchase agreement, the holders of the 2023 Notes have the option to purchase up to $20,000,000 in additional principal amount of 2023 Notes.

PIPE Transaction

In connection with the execution of the Merger Agreement, Northern Star entered into subscription agreements with the PIPE Investors, pursuant to which such PIPE Investors have agreed to purchase an aggregate of 45,000,000 shares of New Apex common stock in the PIPE Transaction at a price of $10.00 per share for an aggregate commitment of $450,000,000. The closing of the PIPE Transaction is expected to take place substantially concurrently with the closing of the Mergers. The closing of the subscription agreements is subject to certain conditions, including, among other things, the substantially concurrent closing of the Mergers.

Pro Forma Ownership of New Apex Upon Closing

At the closing of the Mergers, assuming the 2023 Notes are not converted prior to the closing and the holders of the 2023 Notes do not exercise their option to acquire additional 2023 Notes, 470,000,000 shares of Northern Star common stock will be issued to Apex Fintech’s former members and 10,056,944 shares of Northern Star common stock will be reserved for issuance upon conversion of the 2023 Notes (based on the outstanding principal balance and accrued interest as of March 31, 2021).

87

Based on the assumptions in the immediately preceding paragraph, and further assuming that no holder of Northern Star’s public shares exercises redemption rights as described in this proxy statement/prospectus, immediately after the closing of the Business Combination, Apex Fintech’s former members will hold approximately 83% of the issued and outstanding New Apex common stock, the PIPE Investors will hold approximately 8% of the issued and outstanding New Apex common stock, and the current stockholders of Northern Star will hold approximately 9% of the issued and outstanding New Apex common stock.

Headquarters; Trading Symbols

After completion of the transactions contemplated by the Merger Agreement:

• the corporate headquarters and principal executive offices of New Apex will be located at 350 N. St. Paul Street, Dallas, Texas 75201; and

• the New Apex common stock and warrants are expected to be traded on the NYSE under the symbols “APX” and “APX WS”, respectively. The 2023 Notes will not be listed or traded on a national securities exchange and are not expected to be quoted or traded on the over-the-counter markets.

Sale Restrictions

Certain of Apex Fintech’s members have entered or will enter into the Lock-Up Agreement, which provides that shares of New Apex common stock to be issued to them in the Initial Merger will be subject to a 12-month lock-up period, during which, subject to certain exceptions, they will not, directly or indirectly, sell, transfer or otherwise dispose of their shares to be issued in the Initial Merger, which period may be earlier terminated if the reported closing sale price of the New Apex common stock equals or exceeds $15.00 per share (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations or other similar transactions) for a period of 20 trading days during any 30-trading-day period commencing at least 150 days following the consummation of the Mergers.

In connection with the Merger, Northern Star has agreed to cause its initial stockholders, including the holders of the founder shares and private warrants, to amend the existing lock-up restrictions applicable to them and enter into agreements substantially identical to the Lock-Up Agreement, so that the lock-up restrictions with respect to the initial stockholders’ Northern Star common stock will be identical to the lock-up restrictions applicable to Apex’s members who have entered, or will enter, into the Lock-Up Agreement. Furthermore, pursuant to a letter agreement executed in connection with Northern Star’s initial public offering, the private warrants will not be transferable, assignable or salable by the Sponsor until 30 days after the completion of Northern Star’s initial business combination.

Related Agreements

Subscription Agreements for PIPE Transaction

On February 21, 2021, Northern Star entered into subscription agreements with the PIPE Investors pursuant to which such PIPE Investors have agreed to purchase, and Northern Star has agreed to sell to the PIPE Investors, an aggregate of 45,000,000 shares of New Apex common stock in a private placement at a price of $10.00 per share for an aggregate commitment of $450,000,000. The closing of the subscription agreements is subject to certain customary conditions, including, among other things, the substantially concurrent closing of the Mergers. The purpose of the PIPE Transaction is to ensure that the combined company has a minimum amount of capital to operate its business following the transaction and for supporting New Apex’s growth, working capital, capital expenditures and general corporate purposes.

The issuance of the shares of New Apex common stock in connection with the subscription agreements has not been registered under the Securities Act, and such shares will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

88

The subscription agreements provide for certain registration rights. In particular, New Apex will, within 15 business days following the closing date of the Mergers, file with the SEC (at New Apex’s sole cost and expense) a registration statement registering the resale of the shares issued to the PIPE Investors, and will use its commercially reasonable efforts to have such registration statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day following the actual filing date (or the 90th calendar day if the SEC notifies New Apex that it will “review” such registration statement) and (ii) the 5th business day after the date New Apex is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed” or will not be subject to further review, subject to certain exceptions, such as a PIPE Investor’s failure to provide information reasonably requested by New Apex to effect the registration of the applicable shares.

Each subscription agreement will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms, (b) November 30, 2021, and (c) the mutual written agreement of the parties to such subscription agreement.

Registration Rights Agreement

Certain members of Apex Fintech, the holders of the 2023 Notes and certain stockholders of Northern Star will enter into the Registration Rights Agreement, pursuant to which they will be granted certain rights to have registered, in certain circumstances, the resale under the Securities Act of certain shares of New Apex common stock held by them, subject to certain conditions set forth therein. Northern Star has agreed to use commercially reasonable efforts to terminate its existing registration rights agreement and shall offer to the Northern Star stockholders who are parties to the existing registration rights agreement the opportunity to enter into the Registration Rights Agreement.

Support Agreements

In connection with the execution of the Merger Agreement, certain members of Apex Fintech holding more than 50% of the issued and outstanding membership interests of Apex Fintech entered into agreements pursuant to which they agreed to vote all membership interests of Apex Fintech beneficially owned by them in favor of the Mergers at a meeting called to approve the Mergers by the members of Apex Fintech (or to act by written consent approving the Mergers). In connection with the execution of the Merger Agreement, the Sponsor and each officer and director of Northern Star who, in the aggregate (together with the Sponsor) hold approximately 20% of the issued and outstanding Northern Star common stock, entered into agreements pursuant to which the Sponsor and such other parties have agreed, among other things, to vote all Northern Star common stock beneficially owned by them to adopt and approve the Merger Agreement, the Mergers, and the other documents and transactions contemplated by the Merger Agreement.

Background of the Business Combination

Northern Star is a Delaware blank check company incorporated on November 12, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

The Business Combination with AFS is the result of a thorough search for a potential transaction utilizing the network and investing and transaction experience of Northern Star’s management team. The terms of the Merger Agreement are the result of arm’s-length negotiations between representatives of Northern Star and AFS. The following is a brief discussion of the background of these negotiations, the Merger Agreement and the Business Combination.

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement, but it does not purport to catalogue every conversation among representatives of Northern Star, AFS and their respective advisors.

89

On January 28, 2021, Northern Star closed its initial public offering of 40,000,000 units, including a partial exercise by the underwriter of its over-allotment option in the amount of 5,000,000 units, with each unit consisting of one share of Class A Common Stock and one-fifth of one redeemable warrant, with each whole warrant entitling the holder to purchase one share of Class A Common Stock at a price of $11.50 commencing on the later of January 28, 2022 and 30 days after the consummation of an initial business combination. The units from Northern Star’s initial public offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $400,000,000. Simultaneously with the consummation of its initial public offering, Northern Star consummated the private sale of 9,750,000 private warrants at $1.00 per warrant generating gross proceeds of $9.75 million. A total of $400,000,000 was deposited into the trust account and the remaining proceeds, net of underwriting discounts and commissions and other costs and expenses, became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. Northern Star’s initial public offering was conducted pursuant to registration statements on Form S-1 (Registration Nos. 333-251921 and 333-252421) that became effective on January 25, 2021. As of             , 2021, the record date, there was approximately $             held in the trust account. Prior to January 25, 2021, the effective date of the registration statements for the initial public offering, neither Northern Star, nor anyone on its behalf, contacted any prospective target businesses or had any substantive discussions, formal or otherwise, with respect to a transaction with Northern Star.

Following the effective date of the registration statements for Northern Star’s initial public offering through the signing of the Merger Agreement with AFS on February 21, 2021, representatives of Northern Star, including Joanna Coles, the Chairperson and Chief Executive Officer of Northern Star, and Jonathan J. Ledecky, the President and Chief Operating Officer of Northern Star, commenced an active search for prospective acquisition targets. During this period, these representatives of Northern Star reviewed self-generated ideas and initiated contact with and were contacted by various individuals and entities with respect to business combination opportunities. Northern Star’s officers and directors ultimately identified and evaluated over 50 potential target businesses from a wide range of industry segments during this period. In connection with such evaluation, representatives of Northern Star met with and engaged in substantive discussions regarding potential transactions with members of management, sponsors and/or the boards of directors of certain potential acquisition targets. The targets included companies in the consumer fintech, apparel, beauty, health, personal care, food, pharmacy, home care, insurance, furniture, media, information and distribution fields. With certain targets, the discussions reached the stage of considering potential valuations. However, because the management of Northern Star discovered AFS early in its process and continued throughout the process to believe that AFS was the most appealing target business it had identified, the management of Northern Star did not single out any alternative target for more advanced discussions in its pursuit of a business combination.

The decision not to pursue any particular target business that Northern Star evaluated generally was the result of one or more of: (i) Northern Star’s determination that such business did not represent an attractive target due to a combination of business and growth prospects, strategic direction, management teams, structure and/or valuation; (ii) a difference in initial valuation expectations between Northern Star, on the one hand, and the target and/or its owners, on the other hand; (iii) a potential target’s unwillingness to engage in substantive discussions with Northern Star given the timing and uncertainty of closing due to the requirement for Northern Star to obtain stockholder approval as a condition to consummating any business combination; (iv) a potential target’s desire to remain a privately held company; or (v) a potential target’s unwillingness to engage in substantive discussions with Northern Star in light of conflicting business objectives on the target’s side.

During the month of January 2021, independent of Northern Star’s search for a target and prior to PEAK6 and AFS engaging with Northern Star, members of management of AFS and PEAK6 met via teleconference on several occasions to discuss a potential business transaction with representatives of Citigroup Global Markets Inc. (“Citigroup”). Although AFS, PEAK6 and Citigroup entered into a non-disclosure agreement, neither AFS nor PEAK6 engaged Citigroup, which was subsequently engaged by Northern Star.

Mr. Ledecky and Matthew Hulsizer, a co-founder of PEAK6, initially became acquainted through their business dealings in the National Hockey League. Mr. Ledecky is a co-owner of the New York Islanders and Mr. Hulsizer is a former co-owner of the Minnesota Wild.

90

On January 28, 2021, Ms. Coles and Mr. Ledecky held an introductory call with Jennifer Just and Mr. Hulsizer, the co-founders of PEAK6, William Capuzzi, AFS’s Chief Executive Officer, and Jay Coppoletta, PEAK6’s Chief Corporate Development and Legal Officer, during which the parties discussed a potential transaction. Later that day, Ms. Coles and Mr. Ledecky met with representatives of Citigroup Global Markets Inc. (“Citigroup”), during which they discussed a potential business combination and PIPE offering and a proposed timeline for progressing the transactions. Also on January 28, 2021, AFS and Northern Star entered into a confidentiality agreement in order to formalize the terms under which AFS would share due diligence materials with Northern Star to assist Northern Star in evaluating a potential transaction with AFS.

On January 29, 2021, AFS provided representatives of Northern Star with detailed financial information, which Northern Star immediately commenced reviewing. Northern Star also reviewed with Citigroup the need for a concurrent PIPE offering and, upon determining it to be advisable, exchanged drafts of an engagement letter with Citigroup. Also, on this date, Mr. Ledecky and Mr. Coppoletta spoke about process and recent market events.

From that time and continuing through the signing of the Merger Agreement on February 21, 2021, representatives of Northern Star conducted due diligence of AFS through document review and numerous telephone conference calls with representatives of AFS. Northern Star’s diligence covered various areas, including, among others, financial results, non-financial operating metrics and performance, operations and logistics, legal compliance, litigation, auditing and financial controls, intellectual property, tax, industry matters and general corporate matters. Based on the results of such diligence, and after internal discussions as well as feedback from its advisors, Northern Star continued in its pursuit of the transaction.

On January 30, 2021, Ms. Coles and Mr. Ledecky met via teleconference with representatives of Citigroup, who provided information and advice to assist in Northern Star’s analysis of AFS and the proposed transactions. During this meeting, Citigroup discussed a valuation range for AFS of $4.5 to $6.5 billion. Also, on this date, representatives of Northern Star, Citigroup and AFS met via teleconference to discuss due diligence and PIPE deck matters.

On January 30, 2021, Mr. Ledecky and Mr. Coppoletta discussed potential equity valuations of AFS of between $4.5 and $5.0 billion, with the goal of achieving a positive market reaction to the deal. Ultimately, Mr. Ledecky and Mr. Hulsizer agreed on an equity value of $4.7 billion. The agreed upon equity value for AFS represented approximately 35.0x its 2022 EBITDA.

With respect to comparable companies, and with the guidance of Citigroup, the parties identified Adyen, Shopify, Coupa, Billtrust, Bill.com, Q2, and nCino as other high growth financial technology companies. The median trading level for those companies was over 190x analyst-estimated 2022 EBITDA.

Given the rapid growth forecasted for AFS and the comparable companies, and with Citigroup’s further guidance, the parties also considered how the trading multiples of AFS and the peer set compared when normalized for the companies’ relative growth rates. On this basis, the agreed upon equity value for AFS represented approximately 1.7x its 2022 EBITDA when adjusted for AFS’ forecasted 2020 to 2022 revenue growth rate. The median trading level for the comparable company set was 6.3x analyst-estimated 2022 EBITDA when also adjusted for analyst estimated revenue growth between 2020 and 2022.

When considering valuation, the parties also took into account the profitability of AFS and its margin profile relative to peers. AFS expects to operate at an over 35% EBITDA margin in 2022E, which compares favorably to the estimated profitability of the comparable company set. The median 2022E EBITDA margin among the comparable companies, as estimated by analysts, was 13%.

Later in the day on January 30, 2021, Ms. Coles and Mr. Ledecky, along with advisors to Northern Star and representatives of Citigroup, held a video conference with Mr. Capuzzi, Tricia Rothschild, AFS’s President, and Mr. Coppoletta, during which the representatives of AFS provided additional details about the AFS business and the participants discussed additional terms of a transaction, including a 10% equity incentive plan and the allocation of one board seat of the combined company to Ms. Coles, as Northern Star’s designee (each of which

91

terms was ultimately included in the Merger Agreement), as well as plans for preparation of the marketing materials for the PIPE and a projected timetable for the transaction.

On February 1, 2021, representatives of Graubard Miller (“Graubard”), counsel to Northern Star, sent an initial draft of the Merger Agreement to Mr. Coppoletta, which provided for an exchange ratio based on merger consideration of 470,000,000 shares of Class A Common Stock, for an equity value of $4.7 billion, based on a value of $10.00 per share, as previously agreed between the parties.

Also on February 1, 2021, Ms. Coles and Mr. Ledecky, along with representatives of Citigroup and Graubard, and Mr. Capuzzi and Mr. Coppoletta, along with representatives of Sidley Austin LLP (“Sidley”), counsel to AFS, held an organizational call relating to the preparation of the marketing materials for the PIPE offering and management of the various workflows for the transactions.

From February 1 to February 8, 2021, representatives of Sidley and Graubard, along with Citigroup, prepared a draft form of the PIPE subscription agreement and established “wall-crossing” procedures for investors (i.e., the procedures by which Citigroup would share confidential information with potential investors and such potential investors would agree not to disclose any such information to the public for a period of time), and Citigroup began reaching out to a selected group of potential investors about their interest in receiving confidential information subject to such procedures.

On February 2, 2021, representatives of Graubard and representatives of Sidley held an introductory telephone call to discuss legal workflows and timing.

On February 3, 2021, Northern Star entered into an engagement letter with Citigroup, providing for Citigroup to act as placement agent for the PIPE Transaction. Northern Star selected Citigroup in light of Citigroup’s extensive experience in advising special purpose acquisition companies on private placements and because of Citigroup’s extensive knowledge of Northern Star as a result of their participation as an underwriter in Northern Star’s initial public offering.

On February 4, 2021, representatives of Sidley sent a revised draft of the Merger Agreement to Graubard. Among other changes, the revised draft modified the support agreement covenant to make it reciprocal, so that the insiders of the Northern Star, like the members of AFS, would be required to agree to support the transactions; and modified the interim operating covenants, which restrict the parties from engaging in certain activities between signing and closing, to permit actions taken in good faith response to COVID-19 measures.

On February 6, 2021, representatives of Northern Star, including Ms. Coles and Mr. Ledecky, AFS, including William Brennan, AFS’ Chief Administrative Officer and Christopher Springer, AFS’ Chief Financial Officer, Citigroup and RSM US LLP (“RSM”), AFS’s outside independent audit firm, participated in several calls as part of Northern Star’s due diligence review of AFS’s business and financial information. The parties covered litigation and legal matters, internal controls, customer cash management, internal audit function and personnel, financial statements and other financial information, FINRA regulation and compliance, and Apex Pro.

On February 7, 2021, representatives of Northern Star, AFS and Citigroup met via teleconference to review due diligence matters that remained unaddressed from the prior day and to finalize the marketing materials for the PIPE offering, drafts of which had been circulated by the participants during the preceding week.

From February 8 to February 17, 2021, representatives of Northern Star, AFS and Citigroup also began to hold telephone conference calls to discuss the proposed PIPE Transaction with a selected group of investors who had been wall-crossed as described above and agreed to be subject to confidentiality and other restrictions in order to gain access to information related to the proposed PIPE Transaction. There were no changes to the price or other material terms of the PIPE subscription agreement during this process. The PIPE subscription agreement was made available to interested investors. In light of strong demand by investors interested in participating in the

92

PIPE Transaction, representatives of Northern Star, AFS and Citigroup agreed to increase the size of the PIPE Transaction to an aggregate amount of $450,000,000 from the originally anticipated size of $300,000,000.

On February 9, 2021, representatives of Graubard sent a further revised draft of the Merger Agreement to Sidley. The revised draft provided that the equity underlying 2023 Notes would be included in the denominator in determining the exchange ratio, so that a portion of the 470,000,000 shares of merger consideration would be reserved for issuance upon conversion of the 2023 notes. The modifications also required AFS to pay the SEC filing fees for registration of the merger consideration; required disclosure by AFS of any Payroll Protection Program loans; added representations of AFS relating to FINRA compliance and anti-corruption laws; modified the interim operating covenants to prohibit any acquisition by merger or consolidation (regardless of whether it triggered the requirement to include financial statements of the acquiree in the proxy statement for approval of the merger); required AFS to deliver audited financial statements for the year ended December 31, 2020; and provided for Northern Star to purchase at or before the closing a “tail” directors’ and officers’ insurance policy for the benefit of the current Northern Star directors and officers. In addition, Graubard delivered initial drafts of the ancillary agreements, including the support agreements and the lock-up agreements.

On February 11, 2021, representatives of Graubard and Sidley and Mr. Coppoletta held a meeting by teleconference to address certain matters relating to the Merger Agreement and the ancillary agreements, including the timetable for signing and announcement. The participants also discussed the addition of a dual merger structure, the responsibility for the SEC filing fees, the member approval requirements under the AFS governing documents, the prohibition in the interim operating covenants on acquisitions by merger or consolidation, and the requirement in the lock-up agreement to unwind certain permitted transfers in the event the transferee later ceased to be a permitted transferee.

On February 12, 2021, representatives of Sidley sent a further revised draft of the Merger Agreement to Graubard, which excluded the equity underlying the 2023 Notes from the denominator in determining the exchange ratio, so that all 470,000,000 shares of the merger consideration would be paid to the existing members of AFS. The changes to the Merger Agreement also added a dual merger structure; removed the requirement that AFS pay the SEC filing fees; modified the interim operating covenants to allow an acquisition by merger of consolidation, as long as it would not trigger the requirement to include financial statements of the acquiree in the proxy statement for approval of the merger; established a cap on the premiums payable by Northern Star for the “tail” insurance policy; and added a general release by AFS and Northern Star of claims against their respective members and stockholders. Sidley also sent a revised draft of the support agreements for the Northern Star insiders and the members of AFS, which did not include any material changes, and a revised draft of the lock-up agreement, which was modified so that permitted transfers were required to be unwound only in the case of a transfer to an affiliated fund or investment vehicle, where the fund or investment vehicle subsequently ceased to be an affiliate.

On February 15, 2021, after consultation between Northern Star’s management and its advisors on the proposed changes, representatives of Graubard sent a further revised draft of the Merger Agreement to Sidley. Northern Star agreed that the 470,000,00 shares of the merger consideration would be paid to the existing members of AFS. Northern Star also agreed to the modification to the interim operating covenants to allow an acquisition by merger of consolidation, as long as it would not trigger the requirement to include financial statements of the acquiree in the proxy statement for approval of the merger, with the added proviso that AFS would survive any such merger or consolidation. Northern Star modified its demand relating to the SEC filing fees, proposing that the fees be split evenly between the parties, but continued to demand that Northern Star pay for a “tail” insurance policy at closing, without any cap on the premiums. The revised agreement also added an exception to the general release by AFS and Northern Star of claims against their respective members and stockholders, in order to exclude from the release claims arising out of fraud, bad faith, intentional misconduct or gross negligence. Also on February 15, 2021, representatives of Sidley delivered an initial draft of the disclosure schedules to the Merger Agreement.

From February 16 to February 19, 2021, representatives of Graubard and Sidley exchanged versions of the Merger Agreement and met several times by teleconference in order to finalize the remaining open items in consultation with AFS and Northern Star. Through the course of these negotiations, AFS agreed to evenly split

93

the SEC filing fees, and, in exchange, Northern Star agreed to also share the costs of the investor relations firms. Northern Star agreed to remove the provision requiring Northern Star to purchase “tail” insurance at closing, which was replaced by an agreement from AFS to indemnify Northern Star’s pre-closing directors and officers to the fullest extent permitted by law. Northern Star and AFS further agreed to the inclusion of two additional covenants, one requiring AFS to exercise its option to acquire Apex Crypto prior to the closing and use reasonable best efforts to complete the sale, and the other granting board observer rights to an individual designated by Northern Star for up to two years. In addition, during this time, the parties finalized the disclosure schedules to the Merger Agreement.

On February 19, 2021, Northern Star’s board of directors met via video conference. The entire Northern Star board of directors was present at the meeting. Also participating by invitation were James Brady, the chief financial officer of Northern Star, representatives of Graubard and certain advisors to Northern Star. At the meeting, Ms. Coles and Mr. Ledecky gave an extensive presentation about AFS and the proposed transaction, including the strengths of AFS’s business and the potential risks to its business, the implied valuation of AFS, the pro forma ownership of the post-closing combined company, the fairness to Northern Star and its stockholders of the consideration to be paid by Northern Star in the transaction and the value of AFS as a whole being at least equal to 80% of the amount held in Northern Star’s trust account (net of amounts previously disbursed to management for tax obligations and working capital purposes and excluding the amount of deferred underwriting discounts held in trust). The potential risks identified by Ms. Coles and Mr. Ledecky included, among others, litigation and regulatory action related to the recent volatility in stocks cleared through AFS and other online brokerage platforms and the emergence of competitors with comparable or superior technological capabilities. Following such presentation, Northern Star’s board of directors engaged in considerable review and discussion of the transaction. Representatives of Graubard then provided an overview to Northern Star’s board of the directors with respect to their fiduciary duties under Delaware law and the terms of the Merger Agreement and the ancillary documents and responded to questions from the directors on the terms of the Merger Agreement and the ancillary documents.

At the board meeting held on February 19, 2021, in consideration of all the factors discussed at various meetings and discussions, Northern Star’s board of directors unanimously declared that the Merger Agreement, the Business Combination, the PIPE Transaction and the other transactions contemplated by the Merger Agreement were advisable and in the best interests of Northern Star and its stockholders, and approved the form, terms and provisions of, and the transactions contemplated by, including the matters to be submitted to votes of Northern Star’s stockholders, and authorized Northern Star to enter into the Merger Agreement and the related transaction documentation.

The Merger Agreement, the subscription agreements and other related transaction agreements were signed on February 21, 2021. Prior to the opening of the stock markets on February 22, 2021, Northern Star and AFS jointly issued a press release announcing the signing of the Merger Agreement and the subscription agreements, and Northern Star filed a Current Report on Form 8-K announcing the execution of the Merger Agreement and the subscription agreements and disclosing the material terms of the Merger Agreement and the subscription agreements in detail. The investor presentation, investor call script and press release announcing the signing of the Merger Agreement and the subscription agreements were furnished as exhibits to such Current Report on Form 8-K.

On April 1, 2021, Sidley delivered an initial draft amendment to the Merger Agreement (the “Merger Agreement Amendment”), which proposed to change the definition of “Exchange Ratio” from a constant value determined by dividing the 470,000,000 shares of New Apex common stock to be received by the AFS members by the number of membership interests of AFS outstanding as of February 21, 2021 to a variable value determined by dividing the 470,000,000 shares by the number of membership interests of AFS outstanding as of immediately prior to the closing of the Mergers and held by those securityholders that owned membership interests of AFS on February 21, 2021.

94

On April 3, 2021, Graubard delivered an updated draft of the Merger Agreement Amendment, which proposed to change the definition of “Exchange Ratio” to equal the 470,000,000 shares divided by the number of membership interests of AFS outstanding as of immediately prior to the closing of the Mergers, regardless of the identity of the owners thereof. After discussion between Graubard and Sidley, on April 3, 2021, Apex Fintech and Northern Star agreed that the “Exchange Ratio” would equal the 470,000,000 shares divided by the number of membership interests of AFS outstanding as of immediately prior to the closing of the Mergers, regardless of the identity of the owners thereof, but expressly excluding any membership interests that become issued prior to the closing of the Mergers in connection with the conversion of the 2023 Notes. Sidley delivered an updated draft of the Merger Agreement Amendment reflecting that agreement on April 3, 2021.

Effective on April 7, 2021, the Merger Agreement Amendment was signed and on April 8, 2021, Northern Star filed a Current Report on Form 8-K announcing the execution of the Merger Agreement Amendment and disclosing the material terms of the Merger Agreement Amendment in detail.

The parties have continued and expect to continue regular discussions in connection with, and to facilitate, the closing.

Northern Star’s Board of Directors’ Reasons for Approval of the Business Combination

In evaluating the Business Combination, Northern Star’s board of directors consulted with Northern Star’s management and advisors. Northern Star’s board of directors reviewed various industry and financial data in order to determine that the consideration to be paid was reasonable and that the Business Combination was in the best interests of Northern Star’s stockholders. The financial data reviewed included the historical and projected consolidated financial statements of Apex Fintech, comparable publicly traded company analyses prepared by management and an analysis of pro forma capital structure and trading multiples prepared by management and Northern Star’s advisors.

Northern Star’s management conducted a due diligence review of Apex Fintech that included an industry analysis, an analysis of the existing business model of Apex Fintech and historical and projected financial results. Northern Star’s management, including its directors and advisors, has many years of experience in both operational management and investment and financial management and analysis and, in the opinion of Northern Star’s board of directors, was suitably qualified to conduct the due diligence and other investigations and analyses required in connection with the search for a business combination partner. A detailed description of the experience of Northern Star’s executive officers and directors is included in the section of this proxy statement/prospectus entitled “Other Information Related to Northern Star—Directors and Executive Officers.”

In reaching its unanimous resolution (i) that the terms and conditions of the Merger Agreement, including the proposed Business Combination, are advisable, fair to and in the best interests of Northern Star and its stockholders and (ii) to recommend that stockholders adopt and approve the Merger Agreement and approve the Mergers contemplated therein, Northern Star’s board of directors considered a range of factors, including but not limited to, the factors discussed below. In light of the number and wide variety of factors, Northern Star’s board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. Northern Star’s board of directors viewed its position as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Northern Star’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section of this proxy statement/prospectus entitled “Forward-Looking Statements.”

In considering the Business Combination, Northern Star’s board of directors gave considerable weight to the following factors:

• Technology. Apex Fintech’s differentiated technology solutions, which allow it to provide fast and secure digital custody and clearing services to a wide range of banks, broker-dealers, and trading platforms.

95

• Growth and Performance. Apex Fintech’s growth and profitability, combining the potential of a high growth fintech with the margins of a mature legacy provider.

• Customer Base and Customer Accounts. Apex Fintech’s large, high-quality client base and its significant momentum in the creation of new customer accounts.

• Market Size. The size of the addressable market and ability of Apex Fintech to continue to scale.

• Barriers to Entry. Apex Fintech’s secure position in its market given the high barriers to entry for new clearing platforms and the high cost of customers changing their clearing arrangements from Apex Fintech to a competitor.

• Management. Apex Fintech’s veteran management team.

• Attractive Valuation. Northern Star’s board of directors’ belief that the valuation of Apex Fintech implied by the Business Combination is favorable relative to the current valuations of comparable publicly traded companies.

Northern Star’s board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

• Legal and Regulatory Environment. Apex Fintech operates in a highly regulated industry, creating a risk of litigation, adverse regulatory action and high compliance costs, including in connection with the recent volatility in stocks cleared through Apex Fintech and other online brokerage platforms.

• Systems Update. The need to update Apex Fintech’s financial systems and operations necessary for a public company.

• Competition. Competition in Apex Fintech’s industry is intense, including the possible emergence of competitors with comparable or superior technological capabilities, which may cause reductions in the price Apex Fintech can charge for its products and services, thereby potentially lowering Apex Fintech’s profits.

• Loss of Key Personnel. Attracting and retaining key personnel in Apex Fintech’s industry is vital and competition for such personnel is intense. The loss of any key personnel could be detrimental to Apex Fintech’s operations.

• Macroeconomic Risks. Macroeconomic uncertainty and the effects it could have on the combined company’s revenues.

• Benefits Not Achieved. The risk that the potential benefits of the Mergers may not be fully achieved or may not be achieved within the expected timeframe.

• Northern Star Stockholders Receiving Minority Position. The fact that existing Northern Star stockholders will hold a minority position in the combined company,

• Other Risks. Various other risks associated with Apex Fintech’s business, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

Northern Star’s board of directors concluded that the potential benefits that it expected Northern Star and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, Northern Star’s board of directors unanimously determined that the Merger Agreement and the Mergers contemplated therein were advisable, fair to and in the best interests of Northern Star and its stockholders.

Certain Forecasted Financial Information for Apex Fintech

Apex Fintech previously provided Northern Star with its internally prepared forecasts for the full year 2021 and each of the years in the following two-year period ending December 31, 2023. Key elements of these forecasts

96

for each of the years in the three-year period ending December 31, 2023 are presented in the table below. Apex Fintech does not as a matter of course make public projections as to future sales, earnings, or other results. However, the management of Apex Fintech has prepared the prospective financial information set forth below to present the key elements of the forecasts provided to Northern Star. The accompanying prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of Apex Fintech’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of Apex Fintech. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospective financial information.

Neither Apex Fintech’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The inclusion of financial projections in this proxy statement/prospectus should not be regarded as an indication that Northern Star, our board of directors, or their respective affiliates, advisors or other representatives considered, or now considers, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination. The financial projections are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus, including investors or holders, are cautioned not to place undue reliance on this information. You are cautioned not to rely on the projections in making a decision regarding the transaction, as the projections may be materially different than actual results. We will not refer back to the financial projections in our future periodic reports filed under the Exchange Act.

The financial projections reflect numerous estimates and assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Apex Fintech’s business, all of which are difficult to predict and many of which are beyond Apex Fintech’s and Northern Star’s control. The financial projections are forward-looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond Apex Fintech’s control. The various risks and uncertainties include those set forth in the “Risk Factors”, “Apex Fintech’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements” sections of this proxy statement/prospectus. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Since the financial projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

In developing the projected financial information, numerous significant assumptions were made, in addition to the assumptions described above, with respect to Apex Fintech’s business for the periods covered by the financial projections. Some of the significant assumptions on which Apex Fintech’s management based its forecasts include among other things Apex Fintech’s estimate of:

• a decrease in account activity from that experienced in 2020 to those from 2019 pre-COVID;

• the macro economic impact of COVID 19 and related stimulus efforts;

• forecasting existing client growth based on historical trends;

• no increase in the federal funds rate through 2023;

97

• revenue per account returning to 2019 levels rather than the heightened revenue per account realized in 2020;

• as it pertains to new clients and assets, (i) adding approximately 30 new fintech clients per year, booked at contractual minimums growing over 3 years, (ii) acquiring $20 billion of new advisory assets through the end of 2023, (iii) adding 10-15 new Apex Pro clients per year and (iv) Apex Crypto growth of two existing clients integrating per year;

• increases in capital expenditures, such as investment in technology platforms; and

• investment in operating expenses, including software development through continued platform enhancements.

Furthermore, the financial projections do not take into account any circumstances or events occurring after the date they were prepared. Nonetheless, a summary of the financial projections is provided in this proxy statement/prospectus because they were made available to Northern Star and our Board of Directors in connection with their review of the proposed transaction.

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS A SUMMARY OF THE FINANCIAL PROJECTIONS FOR APEX FINTECH, NORTHERN STAR UNDERTAKES NO OBLIGATIONS AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE FINANCIAL PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE.

The key elements of the projections provided by management of Apex Fintech to Northern Star are summarized in the table below:

	2021E		2022E		2023E
Adjusted net revenue(1)	$	290.2	$	346.4	$	418.3
Expenses	$	184.5	$	213.3	$	240.4
Adjusted EBITDA(2)	$	105.6	$	133.1	$	177.9

(1) Adjusted net revenue is a non-GAAP measure. Adjusted net revenue is defined as total net revenue less reimbursable fees and other non-operating income excluding the impact of interest expense on debt. For a historical reconciliation of adjusted net revenue to the most directly comparable GAAP measure, total net revenue, see the section entitled “Apex Fintech’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures”.

(2) Adjusted EBITDA is a non-GAAP measure. Adjusted EBITDA is defined as net income adjusted for income tax expense, interest expense on debt, depreciation and amortization, and other income/expenses. For a historical reconciliation of adjusted EBITDA to the most directly comparable GAAP measure, net income (loss), see the section entitled “Apex Fintech’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures”.

Adjusted EBITDA and Adjusted net revenue

Adjusted EBITDA is a non-GAAP financial measure we define as net income adjusted for income tax expense, interest expense on debt, depreciation and amortization, and other income/expenses. Other income/expenses include non-reimbursable fees, and non-operating income and expenses. We exclude these items because they are not reflective of ongoing business and operating results. Adjusted EBITDA provides us with a useful measure for period-to-period comparisons of our business as well as comparison to our peers. We believe that this non-GAAP financial measure is useful to investors in analyzing our financial and operational performance. Adjusted net

98

revenue is a non-GAAP financial measure we define as total net revenues less reimbursable fees and other non-operating income excluding the impact of interest expense on debt. Reimbursable fees revenue primarily consists of fees collected for certain expenses such as exchange fees, execution costs and fees due to regulatory or governmental agencies where an offsetting amount recorded as an operating expense, which we do not consider internally when monitoring operating performance. Other non-operating income primarily relates to gains and losses on sales of investments and acquisitions that do not relate to our core operations. Interest expense on debt is excluded because of capital structure can vary substantially from company to company and therefore is not considered as key measure in comparing our operating performance to that of other companies. We believe this measure allows investors to evaluate comparability of our period over period financial performance of core operations.

This information should be read in conjunction with “Apex’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the audited financial statements of Apex Fintech included elsewhere in this proxy statement/prospectus.

Satisfaction of 80% Test

It is a requirement under Northern Star’s current amended and restated certificate of incorporation that any business acquired by Northern Star have a fair market value equal to at least 80% of the balance of the funds in the trust account (net of amounts previously disbursed to management for tax obligations and working capital purposes and excluding the amount of deferred underwriting discounts held in trust) at the time of the execution of a definitive agreement for an initial business combination. The balance of the funds in Northern Star’s trust account (excluding deferred underwriting commissions and taxes payable) at the time of the execution of the Merger Agreement with Apex Fintech was approximately $400,000,000. In determining whether the 80% requirement was met, rather than relying on any one factor, Northern Star’s board of directors concluded that it was appropriate to base such valuation on a number of qualitative factors, such as management strength and depth, competitive positioning, and customer base, as well as quantitative factors, such as the anticipated implied enterprise value of the combined company being approximately $4.7 billion, Northern Star’s assessment that Apex Fintech’s valuation was attractive compared to its competitive peers, the historical performance of Apex Fintech and the potential for future growth in revenues and profits of Apex Fintech. Based on the qualitative and quantitative information used to approve the Business Combination described herein, Northern Star’s board of directors determined that the foregoing 80% fair market value requirement was met. Northern Star’s board of directors believes that the financial skills and background of its members qualify it to conclude that the acquisition met the 80% requirement.

Interests of the Sponsor and Northern Star’s Directors and Officers in the Business Combination

When you consider the recommendation of Northern Star’s board of directors in favor of approval of the business combination proposal and the other proposals, you should keep in mind that the Sponsor (which is affiliated with certain of Northern Star’s officers and directors) and Northern Star’s directors and officers have interests in such proposal that may be different from, or in addition to, your interests as a stockholder or warrantholder. These interests include, among other things:

• If the Business Combination with Apex Fintech or another business combination is not consummated by January 28, 2023 (or such later date as may be approved by Northern Star’s stockholders), Northern Star will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 10,000,000 founder shares held by the Sponsor and Northern Star’s directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to Northern Star’s initial public offering, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. On the other hand, if the Mergers are consummated,

99

each outstanding founder share will convert into one share of Northern Star common stock at the closing. Such shares had an aggregate market value of $100,000,000 based upon the closing price of $10.00 per share on the NYSE on April 1, 2021.

• The Sponsor, which is affiliated with certain of Northern Star’s directors and officers, purchased an aggregate of 9,750,000 private warrants from Northern Star for an aggregate purchase price of approximately $9.750 million (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of Northern Star’s initial public offering. All of the proceeds Northern Star received from these purchases were placed in the trust account. Such warrants had an aggregate market value of $14,625,000 based upon the closing price of $1.50 per warrant on the NYSE on April 1, 2021. The private warrants will become worthless if Northern Star does not consummate a business combination by January 28, 2023 (or such later date as may be approved by Northern Star stockholders in an amendment to its amended and restated certificate of incorporation).

• If Northern Star is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Northern Star for services rendered or contracted for or products sold to Northern Star. If Northern Star consummates a business combination, on the other hand, Northern Star will be liable for all such claims.

• The Sponsor and Northern Star’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Northern Star’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Northern Star fails to consummate an initial business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, Northern Star may not be able to reimburse these expenses if the Business Combination with Apex Fintech or another business combination is not completed by January 28, 2023 (or such later date as may be approved by Northern Star stockholders in an amendment to its amended and restated certificate of incorporation). As of             , 2021, the Sponsor and Northern Star’s officers and directors and their affiliates had incurred approximately $         of unpaid reimbursable expenses.

• It is currently contemplated that Joanna Coles will be a director of New Apex after the closing of the Business Combination (assuming that the seven nominees identified in this proxy statement/prospectus to serve as directors of New Apex after the closing of the Business Combination are elected). As such, in the future, she will receive any cash fees, stock options or stock awards that the New Apex board of directors determines to pay to its non-executive directors.

• The Merger Agreement provides that at and as of the closing of the Mergers, Northern Star will enter into an indemnification agreement with each of the directors serving on its board of directors and each of its executive officers as of immediately prior to such closing, which shall indemnify such directors and officers with respect to actions arising out of or pertaining to matters existing or occurring at or prior to the closing date.

• Northern Star’s officers and directors (or their affiliates) may make loans from time to time to Northern Star to fund certain capital requirements. As of the date of this proxy statement/prospectus, no such loans have been made, but loans may be made after the date of this proxy statement/prospectus. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to Northern Star outside of the trust account.

Interests of Apex Fintech Directors and Officers

In considering whether to adopt the Merger Agreement and approve the Business Combination by executing and delivering a written consent, holders of membership interests of Apex Fintech should be aware that aside from

100

their interests as members, Apex Fintech’s officers and directors have interests in the Business Combination that are different from, or in addition to, those of other holders of Apex Fintech’s membership interests generally. Holders of membership interests of Apex Fintech should take these interests into account in deciding whether to adopt the Merger Agreement and approve the Business Combination.

In addition to the compensation arrangements, including employment, termination of employment, and change in control arrangements and indemnification arrangements, discussed in the sections titled “Executive Compensation” and “Certain Relationships and Related Person Transactions—Apex Fintech Related Person Transactions” and the registration rights described in the section titled “The Business Combination Proposal—Related Agreements—Registration Rights Agreement,” these interests include, among other things, the fact that:

• The following executive officers of Apex Fintech are expected to be appointed as executive officers of New Apex following the consummation of the Business Combination: William Capuzzi, Tricia Rothschild, William Brennan, Christopher Springer, Josh Gray, John Mollica, and Bryan Jacobsen;

• The following members of the Apex Fintech board of managers are expected to be appointed as directors of New Apex following the consummation of the Business Combination: Jennifer Just, Matthew Hulsizer, and William Capuzzi; and

• The executive officers of Apex Fintech and members of the Apex Fintech board of managers are holders of, or affiliated with entities that are holders of, membership interests of Apex Fintech and, in such capacity, will be entitled to receive the consideration payable in the Business Combination to all holders of such equity interests.

Recommendation of Northern Star’s Board of Directors

After careful consideration of the matters described above, particularly Apex Fintech’s position in its industry, potential for growth and profitability, the experience of Apex Fintech’s management and Apex Fintech’s competitive positioning and customer base, Northern Star’s board determined unanimously that each of the business combination proposal and the other proposals to be presented at the special meeting were fair to and in the best interest of Northern Star’s stockholders. Accordingly, Northern Star’s board of directors unanimously declared advisable and recommends that its stockholders vote “FOR” the business combination proposal, “FOR” the PIPE proposal, “FOR” each of the charter proposals, “FOR” the election of the seven director nominees identified in this proxy statement/prospectus, “FOR” the incentive plan proposal and “FOR” the adjournment proposal, if presented. The foregoing discussion of the information and factors considered by Northern Star’s board of directors is not meant to be exhaustive, but includes the material information and factors considered by Northern Star’s board of directors.

Material U.S. Federal Income Tax Consequences of the Mergers

The following section is a summary of the material U.S. federal income tax consequences of the Business Combination for (i) holders of Northern Star common stock and holders of warrants to acquire New Apex common stock and (ii) holders of Apex Fintech membership interests. The discussion of the material U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the Business Combination.

This discussion addresses only those holders that hold their common stock or warrants as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”) and does not address all the U.S. federal income tax consequences that may be relevant to holders in light of their individual circumstances or to holders that are subject to special rules, such as:

• insurance companies;

101

• mutual funds, real estate investments trusts and regulated investment companies;

• financial institutions;

• investors in pass-through entities such as partnerships, S corporations and disregarded entities for federal income tax purposes;

• tax-exempt organizations;

• dealers in securities or currencies;

• traders in securities that elect to use a mark to market method of accounting;

• persons that hold New Apex common stock or Apex Fintech common stock, as the case may be, as part of a straddle, hedge, constructive sale or conversion transaction;

• Non-U.S. holders (as defined below, and except as otherwise discussed below);

• persons that own (or are treated as owning) 5% or more of Northern Star’s or Apex Fintech’s common stock;

• persons who exercise redemption rights but continue to own, actually or constructively, New Apex common stock following the Mergers;

• stockholders who are subject to the alternative minimum tax provisions of the Code;

• persons who hold their shares as part of a hedge, wash sale, synthetic security, conversion transaction, or other integrated transaction;

• persons that have a functional currency other than the U.S. dollar;

• persons who hold shares of Northern Star or Apex Fintech common stock that may constitute “qualified small business stock” under Section 1202 of the Code or as “Section 1244 stock” for purposes of Section 1244 of the Code;

• persons who acquired their shares of stock in a transaction subject to the gain rollover provisions of Section 1045 of the Code;

• certain expatriates or former citizens or long term residents of the United States;

• persons who hold or receive Northern Star or Apex Fintech common stock as compensation, through a tax-qualified retirement plan or through the exercise of a warrant or redemption rights under convertible instruments; and

• persons who are making charitable contributions of Northern Star or Apex Fintech common stock in connection with the Mergers.

Securityholders of Northern Star or Apex Fintech subject to special tax rules that are described above are urged to consult their own tax advisors regarding the consequences to them of the Mergers.

If an entity that is treated as a partnership for U.S. federal income tax purposes holds Northern Star or Apex Fintech securities, or warrants to acquire New Apex common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partners in partnerships (or other pass-through entities) holding shares of Northern Star or Apex Fintech membership interests, or warrants to acquire New Apex common stock, should consult their tax advisors regarding the tax consequences of the Mergers.

Neither Northern Star nor Apex intends to request any ruling from the IRS as to the U.S. federal income tax consequences of the Mergers and the members of Apex Fintech and holders of Northern Star common stock or warrants should be aware that the IRS could adopt a position which could be sustained by a court contrary to that set forth in this discussion, which could be sustained by a court.

102

For purposes of this discussion, a “U.S. holder” is a beneficial owner of Northern Star common stock, New Apex common stock or warrants or Apex Fintech membership interests, as the case may be, who or which is any of the following for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation, including any entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate if its income is subject to U.S. federal income taxation regardless of its source; or

• a trust if (a) a U.S. court can exercise primary supervision over its administration and one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all of its substantial decisions, or (b) it has in effect a valid election under applicable U.S. Treasury regulations to be treated as a United States person.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Tax Consequences of the Mergers

Treatment of Holders of Northern Star Stock and Warrants

Pursuant to the Merger Agreement, (i) Merger Sub I will merge with and into Apex Fintech, with Apex Fintech surviving as a wholly owned subsidiary of Northern Star, (ii) Apex Fintech will merge with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of Northern Star, and (iii) the members of Apex Fintech will become securityholders of Northern Star.

No gain or loss is expected to be recognized for U.S. federal income tax purposes by Northern Star or by the stockholders of Northern Star (whether such holders are U.S. holders or Non-U.S. holders) if their redemption rights are not exercised, as such holders are neither receiving merger consideration nor exchanging any shares. No gain or loss is expected to be recognized for U.S. federal income tax purposes by holders of warrants to acquire New Apex common stock (whether such holders are U.S. holders or Non-U.S. holders) solely as a result of the Mergers, as such holders are neither receiving merger consideration nor exchanging any shares.

A stockholder of Northern Star that is a U.S. holder who exercises redemption rights and effects a complete termination of the stockholder’s interest in Northern Star is anticipated to be required to recognize gain or loss upon the exchange of that stockholder’s shares of common stock of Northern Star for cash. Such gain or loss will be measured by the difference between the amount of cash received and the tax basis of that stockholder’s shares of Northern Star common stock. This gain or loss will be long-term capital gain or loss if the holding period for the share of Northern Star common stock is more than one year. Long-term capital gains recognized by non-corporate U.S. holders will be eligible to be taxed at preferential rates. The deductibility of capital losses is subject to limitations. Gain and loss recognized on a redemption of Northern Star common stock for cash must generally be determined separately for each block of Northern Star shares (i.e., stock acquired at the same cost in a single transaction).

A stockholder of Northern Star that is a Non-U.S. holder who exercises redemption rights and effects a complete termination of the stockholder’s interest in Northern Star is generally expected to be treated in the same manner as a U.S. stockholder for U.S. federal income tax purposes except that (subject to the discussion of FATCA

103

below) such Non-U.S. holder generally is not expected to be subject to U.S. federal income tax on the redemption unless (i) such holder is engaged in a trade or business within the United States and any gain recognized in the redemption is treated as effectively connected with such trade or business (and, if required by an applicable income tax treaty, the Non-U.S. holder maintain a permanent establishment in the United States to which such gain is attributable), or (ii) such holder is an individual who is present in the United States for 183 days or more during the taxable year of the exchange and certain other requirements are met.

Gain described in clause (i) above will generally be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items. Gain described in clause (ii) above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. holder, provided the Non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

Treatment of Holders of Apex Fintech Membership Interests

The parties to the Merger Agreement intend that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

If, consistent with that intent, the Mergers qualify as a “reorganization”, holders of Apex Fintech membership interests generally will not recognize gain or loss upon the exchange of their Apex Fintech membership interests for New Apex common stock. Apex Fintech members generally will obtain a tax basis in the New Apex common stock they receive in the Mergers equal to their tax basis in Apex Fintech membership interests exchanged therefor. The holding period of the shares of New Apex common stock received by an Apex Fintech member in the Mergers will include the holding period of the shares of Apex Fintech membership interests surrendered in exchange therefor.

If, contrary to the intent of the parties to the Merger Agreement, the Mergers, taken together, are not treated as a “reorganization” within the meaning of Section 368(a) of the Code, then each U.S. holder of Apex’s membership interests generally will be treated as exchanging its Apex Fintech membership interests in a fully taxable transaction in exchange for New Apex common stock. Apex members will generally recognize capital gain or loss in such exchange equal to the difference between an Apex Fintech member’s adjusted tax basis in the Apex Fintech membership interests surrendered in the Mergers and the fair market value of the New Apex common stock received in the Mergers. Any recognized capital gain or capital loss will be long-term capital gain or capital loss if the U.S. holder has held the membership interests of Apex Fintech for more than one year. The deductibility of capital losses is subject to limitations.

Reporting Requirements

If, consistent with the intent of the parties to the Merger Agreement, the Mergers, taken together, are a “reorganization” within the meaning of Section 368(a) of the Code, each U.S. holder who receives shares of New Apex common stock in the Mergers is required to retain permanent records pertaining to the Mergers, and make such records available to any authorized IRS officers and employees. Such records should specifically include information regarding the amount, basis, and fair market value of all transferred property, and relevant facts regarding any liabilities assumed or extinguished as part of such “reorganization.” Additionally, U.S. holders who owned immediately before the Mergers at least one percent (by vote or value) of the total outstanding membership interests of Apex Fintech are required to attach a statement to their tax returns for the year in which the Mergers are consummated that contains the information listed in Treasury Regulation Section 1.368-3(b). Such statement must include the U.S. holder’s tax basis in such holder’s Apex Fintech membership interest surrendered in the Mergers, the fair market value of such stock, the date of the Mergers and the name and employer identification number of each of Apex Fintech and Northern Star. U.S. holders are urged to consult with their tax advisors to comply with these rules.

104

Information Reporting and Backup Withholding

Proceeds of the sale or other taxable disposition of Northern Star common stock to Non-U.S. holders who exercise redemption rights generally will not be subject to backup withholding or information reporting, provided that the relevant holder certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

A U.S. holder of Apex Fintech membership interests may be subject to information reporting and backup withholding for U.S. federal income tax purposes in the event that, contrary to the intent of the parties to the Merger Agreement, the Mergers do not qualify as a reorganization under Section 368(a) of the Code. In such case, backup withholding will not apply, however, to a U.S. holder who (i) furnishes a correct taxpayer identification number and certifies the holder is not subject to backup withholding on IRS Form W-9 or a substantially similar form, or (ii) certifies the holder is otherwise exempt from backup withholding. If a U.S. holder does not provide a correct taxpayer identification number on IRS Form W-9 or other proper certification, the stockholder may be subject to penalties imposed by the IRS. Backup withholding is not an additional tax, and any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against the federal income tax liability of a U.S. holder of Apex Fintech membership interests, provided the required information is timely furnished to the IRS. U.S. holders of Apex Fintech membership interests should consult their tax advisors regarding their qualification for an exemption from backup withholding, the procedures for obtaining such an exemption, and in the event backup withholding is applied, to determine if any tax credit, tax refund or other tax benefit may be obtained.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under sections 1471 to 1474 of the Code (such sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on (subject to the proposed Treasury Regulations discussed below) dividends in respect of, and gross proceeds from the sale or other disposition of, securities paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, while withholding under FATCA would have applied to payments of gross proceeds from the sale or other disposition of securities on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

This discussion in this section, “Material U.S. Federal Income Tax Consequences of the Mergers,” is intended to provide only a summary of the material U.S. federal income tax consequences of the Mergers. It does not address tax consequences that may vary with, or are contingent on, your individual circumstances. In addition, the discussion does not address any non-income tax or any foreign, state or local tax consequences of the Mergers or exercise of redemption rights. Accordingly, you are strongly

105

urged to consult with your tax advisor to determine the particular U.S. federal, state, local or foreign income or other tax consequences to you of the Mergers and exercise of redemption rights.

Anticipated Accounting Treatment

The Mergers will be regarded as a reverse recapitalization in conformity with U.S. GAAP as Apex Fintech’s former owners will retain control after the Mergers. Under this method of accounting, Apex Fintech will be the accounting acquirer (legal acquiree) and Northern Star will be deemed the accounting acquiree (legal acquirer) for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the combined entity with represent a continuation of the financial statements of Apex Fintech with the proposed transaction being treated as the equivalent of Apex Fintech issuing stock for the net assets of Northern Star, accompanied by a recapitalization. The net assets of Apex Fintech will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the closing of the Mergers will be those of Apex Fintech.

Regulatory Matters

The Mergers are not subject to any additional federal or state regulatory requirement or approval, except for (1) the filings with the State of Delaware necessary to effectuate the Mergers, (2) the filing of the required notification with the FTC in respect of, and the expiration or termination of the required waiting periods under, the HSR Act and (3) the approval by FINRA of a Form CMA or the passage of 30 calendar days after the acceptance of the Form CMA as substantially complete after Apex Fintech has notified FINRA that it intends to consummate the closing of the Mergers prior to FINRA approval and FINRA has either not advised in writing that the parties are prohibited from closing the Mergers without FINRA approval or has withdrawn any such written advisement. On March 12, 2021, the parties filed with the FTC the notice required under the HSR Act and requested early termination of the waiting period under the HSR Act. On March 5, 2021, Apex Fintech filed the Form CMA with FINRA.

NYSE Listing Requirements

NYSE Listing Rule 312.03(c) generally requires stockholder approval prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions if such securities are not issued in a public offering for cash: (1) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock; or (2) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock. However, no stockholder approval is required if, among other things, the transaction involves a sale of common stock, for cash, at a price at least as great as the lower of: (i) the official closing price on the NYSE immediately preceding the signing of the binding agreement; or (ii) the average official closing price for the five trading days immediately preceding the signing of the binding agreement. In addition, NYSE Listing Rule 312.03(d) generally requires stockholder approval prior to an issuance that will result in a change in control of the issuer. The securities to be as a result of the Business Combination will exceed 20% of the number of shares of Northern Star common stock outstanding immediately prior to the consummation of the Business Combination and the PIPE Transaction. Further, the shares of New Apex common stock to be issued in connection with the Business Combination will not be issued for cash. In addition, the Business Combination will result in a change in control of Northern Star. Therefore, the Business Combination will require stockholder approval under NYSE Listing Rule 312.03.

Required Vote

The approval of the business combination proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Northern Star common stock present and entitled to vote at the special meeting to approve the Business Combination.

106

Under Northern Star’s amended and restated certificate of incorporation, the Business Combination may not be consummated if Northern Star has net tangible assets of less than $5,000,001, after taking into account the redemption for cash of all public shares properly demanded to be redeemed by holders of public shares, the completion of the Business Combination and the completion of the PIPE Transaction. Because the net tangible assets of the combined company will exceed this threshold as a result of the PIPE Transaction, all of the public shares may be redeemed and Northern Star can still consummate the Business Combination. However, the combined company must meet certain distribution criteria, including having a minimum of 1,100,000 publicly held shares (excluding shares held by directors, officers, their immediate family members and other concentrated holdings of 10% or more), in order to be listed on the NYSE, which is a condition to the closing of the Business Combination.

The approval of the business combination proposal is a condition to the consummation of the Business Combination. If the business combination proposal is not approved, the other proposals (except the adjournment proposal, as described below) will not be presented to the stockholders for a vote.

THE NORTHERN STAR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE NORTHERN STAR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

107

THE MERGER AGREEMENT

For a discussion of the structure of the transactions and consideration contemplated by the Merger Agreement, see the section entitled “The Business Combination Proposal.” Such discussion and the following summary of other material provisions of the Merger Agreement is qualified by reference to the complete text of the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A. All stockholders are encouraged to read the Merger Agreement in its entirety for a more complete description of the terms and conditions of the transactions.

Closing and Effective Time of the Business Combination

The closing of the Business Combination will take place no later than the third business day following the satisfaction or waiver of the conditions described below (other than those conditions that by their nature are to be satisfied at the closing of the Business Combination, but subject to the satisfaction thereof at the closing), under the subsection entitled “Conditions to the Closing of the Business Combination,” unless the parties to the Merger Agreement agree in writing to another date. The Business Combination is expected to be consummated as soon as practicable after the meeting of Northern Star’s stockholders described in this proxy statement/prospectus.

Representations and Warranties

The Merger Agreement contains representations and warranties of Apex Fintech relating, among other things, to proper organization and qualification; subsidiaries; capitalization; the authorization, performance and enforceability against Apex Fintech of the Merger Agreement; absence of conflicts; compliance with laws; financial statements; absence of undisclosed liabilities; absence of certain changes or events; litigation; benefit plans; labor matters; restrictions on business activities; assets and real property; tax matters; environmental matters; brokers’ fees and third party expenses; intellectual property matters; Apex Fintech’s material contracts; insurance; governmental actions and filings; transactions with affiliates; regulatory matters; anti-corruption matters; and statements provided by Apex Fintech for inclusion in the proxy/prospectus to be distributed in connection with the Mergers.

The Merger Agreement contains representations and warranties of each of Northern Star and the Merger Subs relating, among other things, to proper organization and qualification; subsidiaries; capitalization; the authorization, performance and enforceability against Northern Star and each Merger Sub of the Merger Agreement; absence of conflicts; compliance with laws; reports filed with the SEC, financial statements, and compliance with the Sarbanes-Oxley Act; absence of undisclosed liabilities; absence of certain changes or events; litigation; benefit plans; labor matters; restrictions on business activities; assets and real property; intellectual property matters; tax matters; environmental matters; brokers’ fees; Northern Star’s material contracts; insurance; transactions with affiliates; NYSE listing; board approval of the Mergers; Northern Star’s trust account; and the PIPE Transaction.

Covenants

The Merger Agreement includes customary covenants of the parties with respect to business operations prior to consummation of the Mergers and efforts to satisfy conditions to the consummation of the Mergers.

The Merger Agreement also contains additional covenants of the parties, including covenants providing that:

• the parties will maintain confidentiality with respect to nonpublic information exchanged in connection with the Merger Agreement and the negotiations related thereto and, prior to the closing of the Mergers, provide access to the properties, books, records and management personnel thereof so that the other party can obtain all information concerning the business of the providing party as such other party may reasonably request, subject to certain exceptions and on certain terms;

108

• the parties will not solicit or enter into discussions or transactions with, or encourage or provide any information to any third party, and to immediately cease all existing discussions or negotiations with any third party, regarding any merger, sale of ownership interests or assets, subject to certain customary exceptions;

• Apex Fintech will provide certain historical and periodic financial information to Northern Star through the closing date of the Mergers;

• the parties will cooperate to prepare, file and distribute the registration statement of which this proxy statement/prospectus forms a part;

• Northern Star and Apex Fintech will give notice in accordance with Delaware law and their respective governing documents seeking stockholder or member approval of the Merger, as applicable;

• the parties will take all actions necessary so that all directors and officers of Northern Star prior to the closing of the Mergers resign effective as of the closing of the Mergers, except as set forth in the Merger Agreement or the schedules thereto, the number of members of the Northern Star board of directors be increased to seven and those persons specified in the Merger Agreement or the schedules thereto are appointed to the board of directors of New Apex or as officers of New Apex, effective immediately after the closing of the Mergers;

• the parties will prepare and file any required notification pursuant to the HSR Act and all filings and requests required to be filed by it with FINRA or any of its affiliates in connection with the Business Combination (including a Form CMA);

• the parties will prepare and file Current Reports on Form 8-K and issue joint press releases announcing the execution of the Merger Agreement and closing of the Mergers, respectively, and use commercially reasonable efforts to consult with each other before issuing any other press release or public statement with respect to the Business Combination and not issue any such other press release or other public statement, except as required by applicable law, without the prior written consent of the other party;

• the parties will use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish to each other all information concerning themselves, their subsidiaries, and each of their and their subsidiaries’ respective directors, officers and stockholders, and such other matters as may be reasonably necessary or advisable in order to prepare, amend or supplement, to the extent necessary, this proxy statement/prospectus, Current Reports on Form 8-K, press releases or any other statement, filing, notice or application to governmental entities or third parties (other than pursuant to the HSR Act or applicable FINRA rules and regulations) in connection with the Mergers and the other transactions contemplated thereby;

• Apex Fintech and its controlled affiliates will not engage in any purchases or sales of Northern Star’s securities prior to the consummation of the Initial Merger without Northern Star’s consent;

• Apex Fintech, on behalf of itself and its affiliates, waived their rights to make claims against Northern Star to collect from the trust account any monies that may be owed to them by Northern Star for any reason whatsoever and agreed not to seek recourse against the trust account at any time for any reason;

• Northern Star will use reasonable best efforts to continue the listing of its Class A Common Stock and warrants on the NYSE, will prepare and submit to NYSE a listing application in connection with the Mergers and covering the shares of New Apex common stock issuable in the Initial Merger and PIPE Transaction and will use reasonable best efforts to obtain approval for the listing for trading on the NYSE of its common stock issued in connection with the Initial Merger and the PIPE Transaction;

109

• New Apex will continue the rights to indemnification for acts or omissions occurring through the closing date now existing in favor of the current and former directors, managers and officers of Apex Fintech or any of its subsidiaries under applicable laws or as provided in the charter documents of Apex Fintech and its subsidiaries or in any indemnification agreements, and at and as of the closing, Northern Star will enter into an indemnification agreement with each of the directors serving on its board of directors and each of its executive officers as of immediately prior to the closing to indemnify them against losses incurred in connection with pre-closing actions or matters;

• the executive officers of Apex Fintech and its subsidiaries will repay any amounts owed by them to Apex Fintech or any such subsidiary and cause any guaranty made by Apex Fintech for the benefit of them to be terminated;

• through the closing of the Mergers, Northern Star will be permitted to borrow, with the consent of Apex Fintech, funds from its directors, officers and/or stockholders to meet its reasonable capital requirements, with any such loans to be made only as reasonably required by the operation of Northern Star in due course on a non-interest basis and repayable in cash at the closing of the Mergers;

• Northern Star will cause the trust account to be distributed immediately upon consummation of the Business Combination and to pay all liabilities and obligations of Northern Star due or incurred at or prior to the date of closing, including (i) payment to the holders of public shares who elect to redeem their shares for cash, (ii) payment of Northern Star’s income and other tax obligations, (iii) repayment of loans to directors and officers of Northern Star, (iv) payments of deferred underwriting commissions incurred in connection with Northern Star’s initial public offering and (v) payment of third-party transaction costs incurred by Northern Star and Apex Fintech;

• certain members of Apex Fintech, as well as the Sponsor and certain other holders of Northern Star Class B Common Stock will enter into the Lock-Up Agreement or, in the case of the Sponsor and other holders of Northern Star Class B Common Stock, amended lock-up provisions consistent with the Lock-Up Agreement;

• at or prior to the closing of the Business Combination, Northern Star will execute and deliver the Registration Rights Agreement and use commercially reasonable efforts to terminate the existing Northern Star registration rights agreement, among Northern Star and the former Northern Star stockholders thereto;

• the parties shall not take any action or fail to take any action, which action or failure to act would reasonably be expected to prevent or impede the Mergers, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code, including, in the event that either Northern Star or Apex Fintech seeks a tax opinion from its respective tax advisor regarding the tax treatment of the Mergers, or the SEC requests or requires a tax opinion, each party shall use commercially reasonable efforts to execute and deliver customary tax representation letters to the applicable tax advisor in form and substance reasonably satisfactory to such advisor;

• Northern Star shall adopt an equity incentive plan as specified in the Merger Agreement;

• Northern Star shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the PIPE Transaction on the terms set forth in the subscription agreements and other documents related thereto, including maintaining in full force and effect such subscription agreements and other documents, satisfying on a timely basis any conditions pursuant to the subscription agreements, complying on a timely basis with its obligations under such documents and enforcing its rights under such documents;

110

• Apex Fintech shall give notice to its members of a special meeting of members to consider and vote upon the Merger Agreement, the Mergers and the transactions contemplated thereby, send copies of this proxy statement/prospectus and other relevant information to its members, and use commercially reasonable efforts to cause holders of a majority of the issued and outstanding membership interests of Apex Fintech (i) to vote in favor or, ad adopt, the Mergers and in opposition to any other proposal that could reasonably be expected to delay or impair the ability of Apex Fintech to consummate the Mergers and (ii) to execute and deliver any related documentation and take such other action in support of the Mergers as shall reasonably be requested by Apex Fintech in connection with the Mergers;

• Apex Fintech and Northern Star will provide each other, at least three business days prior to the closing of the Mergers, a written report of all third party fees and expenses incurred in connection with the preparation, negotiation and execution of the Merger Agreement and the consummation of the Business Combination that are expected to remain unpaid as of the close of business on the business day immediately preceding the closing date with respect to the Mergers; and

• the parties will use commercially reasonable efforts to take or cause to be taken all actions, to do or cause to be done all things, and to assist and cooperate with each other in doing all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, but in any event on or before November 30, 2021, the Mergers and other transactions contemplated by the Merger Agreement, including obtaining all necessary approvals from governmental agencies and other third parties.

Conditions to Closing of the Business Combination

General Conditions

Consummation of the Mergers is conditioned on approval by Northern Star’s stockholders of the business combination proposal, the PIPE proposal, the director election proposal, the charter proposals and the inventive plan proposal. In addition, the consummation of the Mergers contemplated by the Merger Agreement is conditioned upon, among other things:

• Northern Star having at least $5,000,001 of net tangible assets remaining immediately prior to or upon consummation of the Mergers after taking into account the holders of Northern Star’s public shares that properly demanded that Northern Star redeem their public shares for their pro rata share of the trust account;

• all specified waiting periods under the HSR Act shall have expired and no governmental entity shall have enacted, issued, promulgated, enforced, or entered any statute, rule, regulation, executive order, decree injunction, or other order which is in effect and has the effect of making the Mergers illegal, prohibiting the consummation thereof substantially on the terms contemplated by the Merger Agreement, causing any of the transactions consummated by the Merger Agreement to be rescinded, or affecting materially and adversely the right of New Apex to own, operate, or control a material portion of the material assets and operations of Apex Fintech and its subsidiaries, taken as a whole, following the Mergers;

• approval of the Form CMA by FINRA or the expiration of the applicable notice period following Apex Fintech’s submission of the required forms to FINRA after Apex Fintech has notified FINRA that it intends to consummate the Mergers prior to FINRA approval under a specific FINRA rule, and without FINRA advising Apex Fintech in writing of a Transaction Hold, or the withdrawal of a Transaction Hold;

• the registration statement of which this proxy statement/prospectus forms a part having become effective in accordance with the provisions of the Securities Act, no stop order having been issued by the SEC which remains in effect with respect to the registration statement, and no proceeding seeking such a stop order having been threatened or initiated by the SEC which remains pending;

111

• approval of the Merger Agreement and the Mergers by holders of a majority of the issued and outstanding membership interests of Apex Fintech;

• the New Apex common stock to be issued to the members of Apex Fintech in the Mergers shall have been approved for listing on the NYSE, subject to official notice thereof and public holder requirements; and

• at least $300 million of proceeds from the PIPE Transactions shall have been received by Northern Star.

Conditions to Closing of Apex Fintech

The obligations of Apex Fintech to consummate the Mergers are also conditioned upon, among other things:

• the accuracy of the representations and warranties of Northern Star and Merger Subs (subject to certain bring-down standards);

• performance of the covenants of Northern Star and the Merger Subs required by the Merger Agreement to be performed on or prior to the closing in all material respects;

• no material adverse effect with respect to Northern Star shall have occurred between the date of the Merger Agreement and the closing of the Mergers and be continuing;

• the applicable parties executing the Registration Rights Agreement, which shall remain in full force and effect;

• Northern Star filing its second amended and restated certificate of incorporation with the Secretary of State of the State of Delaware and adopting its amended bylaws;

• certain officers and directors of Northern Star having resigned as of the closing date;

• Northern Star terminating its existing registration rights agreement; and

• Northern Star’s initial stockholders amending the existing lock-up provisions making them consistent with the Lock-Up Agreement.

With respect to the bring-down standard for measuring the accuracy of the representations and warranties, the representations and warranties of Northern Star as to (a) authorized capital, outstanding and reserved shares, obligations to issue or acquire capital stock, registration rights, acceleration or triggering of rights with respect to capital stock, due authorization and valid issuance of the shares of New Apex common stock in connection with the merger and ownership of each Merger Sub, (b) organization and qualification, (c) subsidiaries, (d) due authorization of the Merger Agreement and the ancillary agreements and (e) the Merger Agreement not conflicting with its or either Merger Sub’s charter documents, must be true and correct at the closing of the Mergers (except to the extent they expressly relate to an earlier date, in which case they must be true and correct as of such date), except where the failure to be true and correct would not reasonably be expected to result in more than a de minimis additional cost, expense or liability to Apex Fintech, Northern Star, Merger Sub or their affiliates. The remaining representations and warranties of Northern Star must be true and correct (without reference to any limitation as to materiality or Material Adverse Effect (as defined in the Merger Agreement)) at the closing of the Mergers (except to the extent they expressly relate to an earlier date, in which case they must be true and correct as of such date), except where the failure to be true and correct has not had and would not reasonably be expected to result in a Material Adverse Effect with respect to Northern Star.

112

Northern Star’s and Merger Subs’ Conditions to Closing

The obligations of Northern Star and the Merger Subs to consummate the Mergers are also conditioned upon, among other things:

• the accuracy of the representations and warranties of Apex Fintech (subject to certain bring-down standards);

• performance of the covenants of Apex Fintech and its subsidiaries required by the Merger Agreement to be performed on or prior to the closing in all material respects;

• no material adverse effect with respect to Apex Fintech shall have occurred between the date of the Merger Agreement and the closing of the Mergers and be continuing;

• Apex Fintech having delivered certain PCAOB financial statements to Northern Star;

• certain Apex Fintech members having executed the Lock-Up Agreement; and

• Apex Fintech having delivered a certificate that the membership interests of Apex Fintech are not “U.S. real property interests.”

With respect to the bring-down standard for measuring the accuracy of the representations and warranties, the representations and warranties of Apex Fintech as to (a) authorized securities, outstanding and reserved membership interests, obligations to issue or acquire capital stock, registration rights, and acceleration or triggering of rights with respect to capital stock, including anti-dilution rights, (b) organization and qualification, (c) subsidiaries, (d) due authorization of the Merger Agreement and the ancillary agreements and (e) the Merger Agreement not conflicting with its or any of its subsidiaries charter documents, must be true and correct at the closing of the Mergers (except to the extent they expressly relate to an earlier date, in which case they must be true and correct as of such date), except where the failure to be true and correct would not reasonably be expected to result in more than a de minimis additional cost, expense or liability to Apex Fintech, Northern Star, Merger Sub or their affiliates. The remaining representations and warranties of Apex Fintech must be true and correct (without reference to any limitation as to materiality or Material Adverse Effect (as defined in the Merger Agreement)) at the closing of the Mergers (except to the extent they expressly relate to an earlier date, in which case they must be true and correct as of such date), except where the failure to be true and correct has not had and would not reasonably be expected to result in a Material Adverse Effect with respect to Apex Fintech.

Waiver

Either Northern Star or Apex Fintech may waive, to the extent permitted by law, any inaccuracies in the representations and warranties made to such party contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement and waive compliance with any agreements or conditions for the benefit of itself or such party contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement. Notwithstanding the foregoing, pursuant to Northern Star’s amended and restated certificate of incorporation, Northern Star cannot consummate the Mergers if it has less than $5,000,001 of net tangible assets remaining either immediately prior to or upon consummation of the Mergers after taking into account the holders of public shares that properly demanded that Northern Star redeem their public shares for their pro rata share of the trust account.

Termination

The Merger Agreement may be terminated:

• by mutual written consent of Northern Star and Apex Fintech;

• by either Northern Star or Apex Fintech if the Mergers are not consummated on or before November 30, 2021, provided that the right to terminate the Merger Agreement on this basis will

113

not be available to any party whose action or failure to act has been a principal cause of or primarily resulted in the failure of the Mergers to occur on or before such date and such action or failure to act constitutes a breach of the Merger Agreement;

• by either Northern Star or Apex Fintech if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Mergers, which order, decree, judgment, ruling or other action is final and non-appealable;

• by either Northern Star or Apex Fintech if the other party has materially breached any of its covenants or representations and warranties such that (i) any condition to closing would not be satisfied as of the time of such breach and (ii) such breach is incapable of being cured by the Outside Date or, if curable, is not cured by the Outside Date, provided that the terminating party is itself not in material breach;

• by Northern Star if Apex Fintech shall have failed to deliver the Member Support Agreements within one business day following the execution of the Merger Agreement;

• by Apex Fintech if Northern Star shall have failed to deliver the Sponsor Support Agreements within one business day following the execution of the Merger Agreement; or

• by either Northern Star or Apex Fintech if, immediately prior to or upon consummation of the Mergers, Northern Star will have less than $5,000,001 of net tangible assets following the exercise by the holders of Northern Star common stock issued in Northern Star’s initial public offering of their redemption rights.

Effect of Termination

In the event of proper termination by any of the parties, the Merger Agreement will be of no further force or effect (other than with respect to certain surviving obligations specified in the Merger Agreement), without any liability on the part of any party thereto or its respective affiliates, officers, directors or stockholders, other than liability of any party thereto for any intentional and willful breach of the Merger Agreement by such party occurring prior to such termination. If the Merger Agreement is not properly terminated, it will remain in full force and effect, and each party will have the right to enforce the agreement in accordance with its terms, including by seeking specific performance. In the event the Merger Agreement is properly terminated, but a party has engaged in intentional and willful breach of the agreement prior to such termination, such party shall not be relieved of any liability arising out of such intentional and willful breach.

Fees and Expenses

Except as otherwise set forth in the Merger Agreement, all fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby will be paid by the party incurring such expenses whether or not the Mergers are consummated. The filing fees for the registration statement of which this prospectus forms a part and the fees and expenses payable to the investor relations and communications firms hired by Apex Fintech in connection with the Business Combination will be split evenly between the parties.

Confidentiality; Access to Information

Each of Apex Fintech and Northern Star, subject to certain exceptions (including limitations in light of the coronavirus (COVID-19) pandemic in circumstances where the providing party reasonably determines in good faith that access would be reasonably likely to jeopardize the health and safety of any employee), will afford to the other party and such other party’s financial advisors, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, in such manner as to not interfere with the normal operation of the other, to the properties, books, records and management personnel during the period

114

prior to the closing of the Mergers to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and personnel, as such other party may reasonably request. The parties agree to maintain any non-public information received from the other party in connection with the Merger Agreement and the negotiations related thereto in confidence in accordance with the confidentiality agreement entered into between the parties in connection with the Business Combination.

Amendments

The Merger Agreement may be amended by the parties thereto at any time prior to the closing of the Business Combination by execution of an instrument in writing signed on behalf of each of the parties.

Governing Law; Consent to Jurisdiction

The Merger Agreement is governed by and construed in accordance with the internal law of the state of Delaware, regardless of the law that might otherwise govern under applicable principles of the conflicts of laws of Delaware. With respect to disputes related to the Merger Agreement, each party irrevocably consents to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court is unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware).

115

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined balance sheet of the combined company as of December 31, 2020 and the unaudited pro forma condensed combined statements of operations of the combined company for the year ended December 31, 2020 present the combination of the financial information of Northern Star and Apex Fintech after giving effect to the Business Combination and related adjustments described in the accompanying notes. Northern Star and Apex Fintech are collectively referred to herein as the Companies, and the Companies, subsequent to the Business Combination, are referred to herein as the combined company.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 gives pro forma effect to the Business Combination as if it had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of December 31, 2020 gives pro forma effect to the Business Combination as if it was completed on December 31, 2020.

The unaudited pro forma condensed combined financial information is based on and should be read in conjunction with the audited and unaudited historical financial statements of each of Northern Star and Apex Fintech and the notes thereto, as well as the disclosures contained in the sections titled “Northern Star’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Apex Fintech’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

On February 21, 2021, Northern Star entered into the Merger Agreement with Apex Fintech, Merger Sub I, a wholly-owned subsidiary of Northern Star and Merger Sub II, a wholly-owned subsidiary of Northern Star, whereby Merger Sub I will merge with and into Apex Fintech, with Apex Fintech being the surviving entity of the Initial Merger and Apex Fintech’s members receiving shares of Class A common stock, par value $0.0001 per share, of Northern Star in exchange for their membership interests in Apex Fintech, and immediately following the Initial Merger and as part of the same overall transaction as the Initial Merger, the Initial Surviving Company will merge with and into Merger Sub II, with Merger Sub II being the surviving entity of the Final Merger. After giving effect to the Business Combination, the combined company will directly own all of the issued and outstanding equity interests of Apex Fintech, and the pre-Business Combination members of Apex Fintech will hold a portion of the Northern Star Class A common stock.

The unaudited pro forma condensed combined information contained herein assumes that the Northern Star’s stockholders approve the proposed Business Combination. Northern Star’s stockholders may elect to redeem their shares of Class A common stock for cash even if they approve the proposed Business Combination. Northern Star cannot predict how many of its public stockholders will exercise their right to have their Class A common stock redeemed for cash. As a result, the combined company has elected to provide the unaudited pro forma condensed combined financial information under two different redemption scenarios, which produce different allocations of total combined company equity between holders of the shares of Northern Star common stock. As described in greater detail in Note 2 of the “Notes to Unaudited Pro Forma Condensed Combined Financial Information”, the first scenario, or “no redemption scenario”, assumes that none of Northern Star’s public stockholders will exercise their right to have their Northern Star Class A common stock redeemed for cash, and the second scenario, or “maximum redemption scenario”, assumes that holders of the maximum number of shares of Northern Star Class A common stock that could be redeemed for cash while still leaving

116

sufficient cash available to consummate the Business Combination, will exercise their right to have their Northern Star Class A common stock redeemed for cash. The actual results will be within the parameters described by the two scenarios, however, there can be no assurance regarding which scenario will be closest to the actual results. Under both scenarios, Apex Fintech is considered the accounting acquirer, as further discussed in Note 2 of the “Notes to Unaudited Pro Forma Condensed Combined Financial Information”.

117

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

DECEMBER 31, 2020

(In thousands)

					No redemption scenario						Maximum redemption scenario
	Northern Star (Adjusted) (1)		Apex Fintech (Adjusted) (2)		Transaction Accounting Adjustments			Note 5	Pro Forma		Transaction Accounting Adjustments			Note 5	Pro Forma
Assets
Cash and cash equivalents	$	1,403	$	242,362	$	690,000		5(a), 5(b)	$	933,765	$	290,000		5(a), 5(b)	$	533,765
Cash - segregated for regulatory purposes		—		7,687,225		—				7,687,225		—				7,687,225
Securities - segregated for regulatory purposes, at fair value		—		199,984		—				199,984		—				199,984
Securities borrowed		—		536,553		—				536,553		—				536,553
Securities purchased under agreements to resell, segregated for regulatory purposes		—		175,000		—				175,000		—				175,000
Financial instruments owned and pledged, at fair value		—		49,571		—				49,571		—				49,571
Receivables
Customers		—		1,134,008		—				1,134,008		—				1,134,008
Brokers, dealers and clearing organizations		—		306,522		—				306,522		—				306,522
Total receivables		—		1,440,530		—				1,440,530		—				1,440,530
Other assets		—		58,841		8,411		5(c)		67,252		8,411		5(c)		67,252
Property, plant and equipment, net		—		2,743		—				2,743		—				2,743
Intangible assets, net		—		1,331		—				1,331		—				1,331
Operating lease right-of-use assets		—		6,086		—				6,086		—				6,086
Goodwill		—		14,173		—				14,173		—				14,173
Cash held in Trust Account		400,000		—		(400,000	)	5(d)		—		(400,000	)	5(d)		—
Total assets	$	401,403	$	10,414,399	$	298,411			$	11,114,213	$	(101,589	)		$	10,714,213
Liabilities, members’ and stockholder’s equity
Securities loaned		—		1,238,712		—				1,238,712		—				1,238,712
Loans from affiliates		—		252,798		(120,000	)	5(e)		132,798		(120,000	)	5(e)		132,798
Payables
Customers - Payables		—		8,472,502		—				8,472,502		—				8,472,502
Brokers, dealers and correspondents - Payables		—		143,528		—				143,528		—				143,528
Affiliates		—		14,400		—				14,400		—				14,400
Accrued expenses and other liabilities		2		57,218		132		5(c), 5(f)		57,352		132		5(c), 5(f)		57,352
Total payables		2		8,687,648		132				8,687,782		132				8,687,782
Operating lease right-of-use liabilities		—		6,328		—				6,328		—				6,328
Promissory note - related party		150		—		—				150		—				150
Deferred underwriting fee payable		14,000		—		(14,000	)	5(b)		—		(14,000	)	5(b)		—
Total liabilities		14,152		10,185,486		(133,868	)			10,065,770		(133,868	)			10,065,770

118

					No redemption scenario						Maximum redemption scenario
	Northern Star (Adjusted) (1)		Apex Fintech (Adjusted) (2)		Transaction Accounting Adjustments			Note 5	Pro Forma		Transaction Accounting Adjustments			Note 5	Pro Forma
Class A common stock subject to possible redemption		382,250		—		(382,250	)	5(g)		—		(382,250	)	5(g)		—
Members’ and Stockholder’s equity
Class A common stock		—		—		57		5(g)		57		53		5(g)		53
Class B common stock		1		—		(1	)	5(g)		—		(1	)	5(g)		—
Common units		—		96,135		(96,135	)	5(g)		—		(96,135	)	5(g)		—
Additional paid-in capital		5,000		—		940,996		5(g)		945,996		541,000		5(g)		546,000
Retained earnings		—		132,778		(30,388	)	5(g)		102,390		(30,388	)	5(g)		102,390
Total members’ and stockholder’s equity		5,001		228,913		814,529				1,048,443		414,529				648,443
Total liabilities and members’ and stockholder’s equity	$	401,403	$	10,414,399	$	298,411			$	11,114,213	$	(101,589	)		$	10,714,213

⁽¹⁾ Refer to Note 3 for adjusted balance sheet of Northern Star

⁽²⁾ Refer to Note 4 for adjusted balance sheet of Apex Fintech

119

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020

(In thousands, Except Share and Per Share Amounts)

						No redemption scenario							Maximum redemption scenario
	Northern Star (Historical)		Apex Fintech (Historical)			Transaction Accounting Adjustments			Note 5	Pro Forma			Transaction Accounting Adjustments			Note 5	Pro Forma
Net revenues
Commissions	$	—	$	95,679		$	—			$	95,679		$	—			$	95,679
Other fees and services		—		28,178			—				28,178			—				28,178
Reimbursable fees		—		132,575			—				132,575			—				132,575
Other income		—		11,187			—				11,187			—				11,187
Total non-interest income		—		267,619			—				267,619			—				267,619
Interest income		—		100,553			—				100,553			—				100,553
Interest expense		—		(9,511	)		7,103		5(h)		(2,408	)		7,103		5(h)		(2,408	)
Total net interest income		—		91,042			7,103				98,145			7,103				98,145
Total net revenues		—		358,661			7,103				365,764			7,103				365,764
Non-interest expenses
Execution, clearing and brokerage fees		—		24,116			—				24,116			—				24,116
Reimbursable fees - non-interest expenses		—		132,575			—				132,575			—				132,575
Employee compensation and benefits		—		73,982			—				73,982			—				73,982
Communications		—		28,801			—				28,801			—				28,801
Occupancy, depreciation and amortization		—		4,814			—				4,814			—				4,814
Administrative and general		—		20,722			39,783		5(i), 5(j)		60,505			39,783		5(i), 5(j)		60,505
Formation and operational costs		—		—			—				—			—				—
Total non-interest expenses		—		285,010			39,783				324,793			39,783				324,793
Income before income taxes		—		73,651			(32,680	)			40,971			(32,680	)			40,971
Income tax expense		—		23,270			(9,931	)	5(k)		13,339			(9,931	)	5(k)		13,339
Net income	$	—	$	50,381		$	(22,749	)		$	27,632		$	(22,749	)		$	27,632
Net income per share
Weighted average shares outstanding, basic and diluted		8,750,000		n/a					5(l)		565,100,000					5(l)		525,100,000
Basic and diluted net income per common share	$	0.00		n/a					5(l)	$	0.04					5(l)	$	0.05

120

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands, except share and per share amounts)

Note 1 — Description of the Business Combination

On February 21, 2021, Northern Star entered into the Merger Agreement with Apex Fintech, Merger Sub I, a wholly-owned subsidiary of Northern Star, and Merger Sub II, a wholly-owned subsidiary of Northern Star, whereby Merger Sub I will merge with and into Apex Fintech, with Apex Fintech being the surviving entity of the Initial Merger and Apex Fintech’s members receiving shares of Class A common stock, par value $0.0001 per share, of Northern Star in exchange for their membership interests in Apex Fintech, and immediately following the Initial Merger and as part of the same overall transaction as the Initial Merger, the Initial Surviving Company will merge with and into Merger Sub II, with Merger Sub II being the surviving entity of the Final Merger. After giving effect to the Business Combination, the combined company will directly own all of the issued and outstanding equity interests of Apex Fintech, and the pre-Business Combination shareholders of Apex Fintech will hold a portion of the Northern Star Class A common stock.

Subject to the terms and conditions set forth in the Merger Agreement and under the no redemption and maximum redemption scenarios, Apex Fintech’s members will receive consideration of $4,700,000 in shares of Class A common shares of New Apex at closing of the Business Combination, or approximately 470,000,000 shares based on an assumed stock price of $10 per share. It is expected that approximately 3,933,408 of those shares issued to Apex Fintech’s members will be granted to employees of Apex Fintech at the closing of the Business Combination.

On February 19, 2021 Apex Fintech issued convertible senior notes in an aggregate principal amount equal to $100,000. Up to an additional $20,000 in aggregate principal amount of notes may be issued pursuant to the terms and conditions set forth in the Note Purchase Agreement dated February 19, 2021. In accordance with their terms, the 2023 Notes will become convertible as of the consummation of the Business Combination, at the election of the holders, into shares of New Apex common stock at an initial conversion price of $10.00 per share of New Apex common stock.

The following table summarizes the pro forma ordinary shares outstanding under the two scenarios (as described in greater detail in Note 2):

	No redemption scenario					Maximum redemption scenario
	Shares		Ownership,%			Shares		Ownership,%
Apex Fintech former members		470,000,000		83.17	%		470,000,000		89.51	%
Northern Star stockholders		40,000,000		7.08	%		—		0.00	%
Sponsor		10,000,000		1.77	%		10,000,000		1.90	%
PIPE Investors		45,000,000		7.96	%		45,000,000		8.57	%
Northern Star consultant		100,000		0.02	%		100,000		0.02	%
Total		565,100,000		100	%		525,100,000		100	%

Note 2 — Basis of Presentation

The historical financial information of Northern Star and Apex Fintech has been adjusted in the unaudited pro forma condensed combined financial information to reflect transaction accounting adjustments related to the Business Combination in accordance with U.S. GAAP. The balance sheet of Northern Star as of December 31, 2020 has been adjusted to reflect (i) net proceeds of Northern Star’s IPO as if it took place on December 31, 2020, based on the audited financial statements of Northern Star as of January 28, 2021 and (ii) forfeiture of 62,500 Class B common shares (see Note 3 Adjusted Balance Sheet of Northern Star). The balance sheet of Apex Fintech as of December 31, 2020 has been adjusted to reflect (i) additional loans from affiliates, (ii) additional Stash investments, (iii) sale of Stash investment in exchange for reduction of PEAK6 and PEAK6 Group loans,

121

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands, except share and per share amounts)

(iv) conversion of PEAK6 and PEAK6 Group loans to Apex Fintech equity, and (v) PEAK6 contribution of Kairos and Crypto in exchange for common units that will, in each case, take place during 2021 before the closing of the Mergers as if they took place on December 31, 2020 (see Note 4 Adjusted Balance Sheet of Apex Fintech).

At the closing of the Business Combination, Northern Star would cease to be a shell company and, the combined company will operate under the name Apex Fintech Solutions, Inc. Under applicable accounting standards, Apex Fintech will be the accounting acquirer in the Business Combination, which will be treated as a reverse recapitalization, as Apex Fintech’s former owner will retain control of the combine entity after the Business Combination.

Under the reverse recapitalization model, the Business Combination will be reflected as the equivalent of Apex Fintech issuing stock for the net assets of Northern Star, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded.

Business Combination costs that are determined to be directly attributable and incremental to the Business Combination will be deferred and recorded as other assets in the balance sheet leading up until the Business Combination closes. For the pro forma purposes, such costs will be recorded as a reduction in cash and cash equivalents with a corresponding reduction of additional paid-in capital.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption of Northern Star Class A common stock into cash and cash equivalents:

• Assuming No Redemptions: This presentation assumes that no Northern Star public stockholders exercise right to have their public shares converted into pro rata share of the Trust Account.

• Assuming Maximum Redemptions: This presentation assumes that all public stockholders exercise redemption rights with respect to their public shares. This scenario assumes that 40,000,000 public shares are redeemed for an aggregate redemption payment of approximately $400,000. The maximum redemption amount is derived on the basis that Northern Star will be required to have $5,000 minimum net tangible assets either immediately prior or upon the closing of the Mergers, after giving effect to payments to redeeming stockholders.

Note 3 — Adjusted Balance Sheet of Northern Star

The following table provides the adjusted balance sheet of Northern Star as of December 31, 2020 as if Northern Star’s IPO and forfeiture of 62,500 Class B common shares took place on December 31, 2020.

	Northern Star (Historical)		Adjustments			Note		Northern Star (Adjusted)
Assets
Cash and cash equivalents	$	125	$	1,278			3(a)	$	1,403
Total current assets		125		1,278					1,403
Deferred offering costs		52		(52	)		3(b)		—
Cash held in Trust Account		—		400,000			3(c)		400,000
Total assets	$	177	$	401,226				$	401,403

122

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands, except share and per share amounts)

	Northern Star (Historical)		Adjustments		Note	Northern Star (Adjusted)
Liabilities and stockholder’s equity
Accrued expenses and other liabilities	$	2	$	—		$	2
Promissory note - related party		150		—			150
Total current liabilities		152		—			152
Deferred underwriting fee payable		—		14,000	3(d)		14,000
Total liabilities		152		14,000			14,152
Class A common stock subject to possible redemption		—		382,250	3(c)(ii)		382,250
Stockholder’s equity
Class A common stock		—		—			—
Class B common stock		1		—	3(e)		1
Additional paid-in capital		24		4,976	3(e), 3(f)		5,000
Accumulated deficit		—		—			—
Total stockholder’s equity		25		4,976			5,001
Total liabilities and stockholder’s equity	$	177	$	401,226		$	401,403

3(a) Cash and cash equivalents. Represents the impact of the IPO on the cash and cash equivalents balance of Northern Star.

	Note
Proceeds from private placement warrants		(1	)	$	9,750
Payment of underwriting fees and other offering costs		(2	)		(8,472	)
				$	1,278

(1) Represents the sale of 9,750,000 warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $9,750. This is reflected as an increase in cash and cash equivalents, with a corresponding increase in additional paid-in capital. (See Note (3)(f) Additional paid-in capital).

(2) Represents payment of incremental expenses associated with the IPO, including underwriting fees of $8,000 and other offering costs of $472. This is reflected as a decrease in cash and cash equivalents, with a corresponding decrease in additional paid-in capital. (See Note (3)(f) Additional paid-in capital).

3(b) Deferred offering costs. Represents offsetting of deferred offering costs of $52 against the IPO proceeds. This is reflected as decrease in deferred offering costs, with a corresponding decrease in additional paid-in capital. (See Note (3)(f) Additional paid-in capital).

3(c) Trust Account. Represents issuance of 40,000,0000 Class A common stock for gross proceeds of $400,000, including:

i. $17,750 related to 1,774,988 Class A common stock reflected within stockholders’ equity as an increase in additional paid-in capital (See Note (3)(f) Additional paid-in capital); and

ii. $382,250 related to 38,225,012 Class A common stock which are subject to possible redemption and therefore accounted for in temporary equity.

123

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands, except share and per share amounts)

3(d) Deferred underwriting fee payable. Represents accrual of deferred underwriting fee payable of $14,000 reflected as a decrease in additional paid-in capital (See Note (3)(f) Additional paid-in capital).

3(e) Forfeiture of Class B shares. Represents forfeiture of 62,500 Class B common shares by Sponsor.

3(f) Additional paid-in capital. Represents impact of the IPO on additional paid-in capital of Northern Star:

	Note
Proceeds from private placement warrants	3(a)(1)	$	9,750
Payment of underwriting fees and other offering costs	3(a)(2), 3(b)		(8,524	)
Trust Account proceeds	3(c)(i)		17,750
Accrual of deferred underwriting fee payable	3(d)		(14,000	)
		$	4,976

Note 4 — Adjusted Balance Sheet of Apex Fintech

The following table provides the adjusted balance sheet of Apex Fintech as of December 31, 2020.

	Apex Fintech (Historical)		Adjustments		Note	Apex Fintech (Adjusted)
Assets
Cash and cash equivalents	$	92,657	$	149,705	4(a), 4(b)	$	242,362
Cash - segregated for regulatory purposes		7,687,225		—			7,687,225
Securities -segregated for regulatory purposes, at fair value		199,984		—			199,984
Securities borrowed		536,553		—			536,553
Securities purchased under agreements to resell, segregated for regulatory purposes		175,000		—			175,000
Financial instruments owned and pledged, at fair value		49,571		—			49,571
Receivables
Customers		1,134,008		—			1,134,008
Brokers, dealers and clearing organizations		306,522		—			306,522
Total receivables		1,440,530		—			1,440,530
Other assets		55,046		3,795	4(b). 4(c)		58,841
Property, plant and equipment, net		2,743		—			2,743
Intangible assets, net		1,331		—			1,331
Operating lease right-of-use assets		6,086		—			6,086
Goodwill		14,173		—			14,173
Total assets	$	10,260,899	$	153,500		$	10,414,399

124

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands, except share and per share amounts)

	Apex Fintech (Historical)		Adjustments		Note	Apex Fintech (Adjusted)
Liabilities and members’ equity
Liabilities:
Securities loaned	$	1,238,712	$	—		$	1,238,712
Loans from affiliates		99,298		153,500	4(a),4(b),4(c),4(d)		252,798
Payables				—
Customers - Payables		8,472,502		—			8,472,502
Brokers, dealers and correspondents - Payables		143,528		—			143,528
Affiliates		14,400		—			14,400
Accrued expenses and other liabilities		57,218		—			57,218
Total payables		8,687,648		—			8,687,648
Operating lease right-of-use liabilities		6,328		—			6,328
Total liabilities		10,031,986		153,500			10,185,486
Members’ equity
Common units		96,135		—	4(d), 4(e)		96,135
Retained earnings		132,778		—	4(c)		132,778
Total members’ equity		228,913		—			228,913
Total liabilities and members’ equity	$	10,260,899	$	153,500		$	10,414,399

4(a) Loans from affiliates. Represents loans received from PEAK6 Group LLC and PEAK6 Investment LLC in the amount of $90,000 and $60,000 on January 29, 2021 and February 1, 2021, respectively. This is reflected as an increase in cash and cash equivalents, with a corresponding increase in loans from affiliates.

4(b) Additional Stash investment. Represents additional investment to Stash in the amount of $568 and $3,227 on January 6, 2021 and January 19, 2021, respectively. This is reflected as a reduction in cash and cash equivalents in the amount of $295, increase in loans from affiliates in the amount of $3,500, with a corresponding increase in other assets in the amount of $3,795.

4(c) Sale of Stash investment. Represents sale of Stash investment to PEAK6 and PEAK6 Group in exchange for reduction of loans from PEAK6 and PEAK6 Group in the amount of $            .

4(d) Conversion of PEAK6 and PEAK6 Group loans to Apex Fintech equity. Represents conversion of loans from PEAK6 and PEAK6 Group to equity in the amount of $            . This is reflected as a reduction in loans from affiliates, with a corresponding increase in common units.

4(e) PEAK 6 contribution of Crypto and Kairos in exchange for increase its membership interest in Apex Fintech. Represents PEAK6 contribution of all the issued and outstanding membership units of Kairos exchange for PEAK6 receiving an additional 1,686 common units in Apex Fintech. Additionally, PEAK6 contributed all the issued and outstanding membership units of Crypto in exchange for PEAK6 receiving an additional 910 common units in Apex Fintech.

125

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands, except share and per share amounts)

Note 5 — Transaction Accounting Adjustments

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2020

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2020 are as follows:

5(a) Cash and cash equivalents. Represents the impact of the Business Combination on the cash and cash equivalents balance of the combined company.

The table below represents the sources and uses of funds as it relates to the Business Combination:

	Note		No redemption scenario			Maximum redemption scenario
Northern Star cash and cash equivalents as of December 31, 2020 - pre Business Combination, as adjusted		3(a)	$	1,403		$	1,403
Apex Fintech cash and cash equivalents as of December 31, 2020 - pre Business Combination, as adjusted		4(a), 4(b)		242,362			242,362
Total pre Business Combination				243,765			243,765
Business Combination adjustments:
Northern Star cash held in Trust Account		(1)		400,000			400,000
PIPE Financing		(2)		450,000			450,000
Payment to redeeming Northern Star’s public shareholders		(3)		—			(400,000	)
Repayment of debt		(4)		(120,000	)		(120,000	)
Payment of deferred underwriting fees		(5)		(14,000	)		(14,000	)
Payment of other Transaction costs		(6)		(26,000	)		(26,000	)
Total Business Combination adjustments				690,000			290,000
Post-Business Combination cash and cash equivalents balance			$	933,765		$	533,765

(1) Represents the amount of the restricted investments and cash held in the Trust Account upon consummation of the Business Combination at the closing of the Mergers (see Note 5(d) Trust Account).

(2) Represents the issuance, in a private placement to be consummated concurrently with the closing of the Mergers, to PIPE investors of up to 45,000,000 shares of common stock assuming stock price of $10 per share. (See Note 5(g) Impact on equity).

(3) Represents the amount paid to Northern Star public stockholders who are assumed to exercise redemption rights under the maximum redemption scenario. (See Note 5(g) Impact on equity).

(4) Represents repayment of Apex Fintech’s loans in the amount of $120,000 at the closing of the Mergers (See Note 5(e) Loans from affiliates).

(5) Represents payment of deferred underwriting fees incurred as part of Northern Star’s IPO committed to be paid upon the consummation of a business combination (See Note 5(b)(1) Transaction costs).

(6) Represents payment of other incremental costs of $25,464 related to the Business Combination and additional cost of $536 (See Note 5(b)(2) and 5(b)(3) Transaction costs).

126

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands, except share and per share amounts)

5(b) Transaction costs.

(1) Payment of deferred underwriting commissions incurred by Northern Star in the amount of $14,000 (See Note 5(a)(5) Cash and cash equivalents). The unaudited pro forma condensed combined balance sheet reflects payment of these costs as a reduction of cash and cash equivalents, with a corresponding decrease in deferred underwriting fee payable.

(2) Payment of incremental transaction costs related to the Business Combination incurred through the Business Combination in the amount of $25,464 (see Note 5(a)(6) Cash and cash equivalents). The unaudited pro forma condensed combined balance sheet reflects these costs as a reduction of cash and cash equivalents, with a corresponding decrease in additional paid-in capital (see Note 5(g) Impact on equity).

(3) Payment of additional costs at the close of the Business Combination determined to be not directly attributable and incremental to the Business Combination in the amount of $536 (see Note 5(a)(6) Cash and cash equivalents). The unaudited pro forma condensed combined balance sheet reflects these costs as a reduction of cash and cash equivalents, with a corresponding decrease in retained earnings (see Note 5(g) Impact on equity).

5(c) Tax effect of pro forma adjustments. Following the Business Combination, the Combined Company will be subject to U.S. federal income taxes, in addition to state and local taxes. As a result, the pro forma balance sheet reflects an adjustment to our deferred taxes assuming the federal rates currently in effect and the current statutory rates apportioned to each state and local jurisdiction. There is a deferred tax impact related to the future settlement of the equity award compensation expense described in more detail in Note 5(i) Nonrecurring equity awards compensations expenses to employees of PEAK6 and 5(j) Nonrecurring equity awards compensations expenses to consultant of Northern Star, therefore a deferred tax asset has been recorded for this purpose. The pro forma also reflects the income tax benefit associated with the contribution of Kairos and Apex Crypto as if it was effective for the year ended December 31, 2020. Originally, activity from these businesses are subject to U.S. taxation as partnerships. Under ASC 740, a tax position must be more likely than not to be sustained upon examination by taxing authorities in order to recognize the benefit of the tax position on our financial statements. Recognized tax benefits are measured as the largest amount of benefit greater than fifty percent likely of being realized. The unaudited pro forma condensed combined balance sheet reflects this adjustment as increase in other assets in the amount of $8,411 and decrease in accrued expenses and other liabilities in the amount of $1,520 with corresponding increase in retained earnings in the amount of $9,931 (see Note 5(g) Impact on equity).

5(d) Trust Account. Represents release of the restricted investments and cash held in the Trust Account upon consummation of the Business Combination to fund the closing of the Business Combination (See Note 5(a)(1) Cash and cash equivalents).

5(e) Loans from affiliates. Represents funds from the Business used to repay Apex Fintech’s loans from PEAK6 and PEAK6 Group in the amount of $120,000 at the closing of the Business Combination which represents the remaining balance of these loans subsequent to adjustments 4(c) Sale of Stash investment and 4(d) Conversion of PEAK6 and PEAK6 Group loans to Apex Fintech equity. The unaudited pro forma condensed combined balance sheet reflects the repayment as a reduction in cash and cash equivalents, with a corresponding decrease in loans from affiliates (See Note 5(a)(4) Cash and cash equivalents).

5(f) Accrued expenses and other liabilities. Represents Medicare and Social Security accrual on compensation expenses related to shares granted to employees from PEAK6 Group at the closing of the Mergers. The unaudited pro forma condensed combined balance sheet reflects this accrual as an increase in accrued expenses and other liabilities, with a corresponding decrease in retained earnings (See Note 5(g) Impact on equity).

127

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands, except share and per share amounts)

5(g) Impact on equity. The following table represents the impact of the Business Combination on the number of shares of New Apex Class A common stock and represents the total equity section assuming no redemptions by public stockholders:

		Northern Star / Combined Company common stock										Apex Fintech Common units						Additional paid-in capital			Retained earnings		Total members’ and stockholder’s equity			Northern Star Temporary equity
		Class A				Class B																				Class A common stock subject to possible redemption
	Note	Shares		Amount		Shares			Amount			Units			Amount											Shares			Amount
Northern Star equity as of December 31,2020 - pre Business Combination			—	$	—		10,062,500		$	1			—		$	—		$	24		$	—	$	25			—		$	—
Proceeds from private placement of warrants	3(a)(1)		—		—		—			—			—			—			9,750			—		9,750			—			—
Payment of underwriting fees and other offering costs	3(a)(2), 3(b)		—		—		—			—			—			—			(8,524	)		—		(8,524	)		—			—
Trust Account proceeds	3(c)(i)		1,774,988		—		—			—			—			—			17,750			—		17,750			38,225,012			382,250
Accrual of deferred underwriting fee payable	3(d)		—		—		—			—			—			—			(14,000	)		—		(14,000	)		—			—
Forfeiture of sponsor shares	3(e)		—		—		(62,500	)		—			—			—			—			—		—			—			—
Northern Star equity as of December 31,2020 - pre Business Combination, as adjusted			1,774,988		—		10,000,000			1			—			—			5,000			—		5,001			38,225,012			382,250
Apex Fintech equity as of December 31,2020 - pre Business Combination			—		—		—			—			155,833			96,135						132,778		132,778			—			—
Sale of Stash investment	4(c)		—		—		—			—			—			—			—			—		—			—			—
Conversion of PEAK6 and PEAK6 Group loans to Apex equity	4(d)		—		—		—			—			—			—			—			—		—			—			—
Contribution of Crypto and Kairos	4(e)												2,596			—			—			—		—
Apex Fintech equity as of December 31,2020 - pre Business Combination, as adjusted			—		—		—			—			158,429			96,135			—			132,778		132,778			—			—
Total equity as of December 31, 2020 - Pre Business Combination, as adjusted			1,774,988		—		10,000,000			1			158,429			96,135			5,000			132,778		137,779			38,225,012			382,250
Business Combination equity adjustments:
Reclassification of Northern Star’s redeemable shares to Class A common stock			38,225,012		4		—			—			—			—			382,246			—		382,250			(38,225,012	)		(382,250	)
Initial stockholders			10,000,000		1		(10,000,000	)		(1	)		—			—			—			—		—			—			—
PIPE Investors	5(a)(2)		45,000,000		5		—			—			—			—			449,995			—		450,000			—			—
Elimination of historical Apex common units			—		—		—			—			(158,429	)		(96,135	)		96,135			—		96,135			—			—

128

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands, except share and per share amounts)

		Northern Star / Combined Company common stock										Apex Fintech Common units						Additional paid-in capital			Retained earnings			Total members’ and stockholder’s equity			Northern Star Temporary equity
		Class A				Class B																					Class A common stock subject to possible redemption
	Note	Shares		Amount		Shares			Amount			Units			Amount												Shares			Amount
Shares issued to Apex shareholders as consideration (including 3,933,408 shares which will be granted to employees at the Closing)	(1)		470,000,000		47		—			—			—			—			37,084			(37,131	)		—			—			—
Shares granted to Northern Star consultant			100,000		—		—			—			—			—			1,000			(1,000	)		—			—			—
Medicare and Social Security accrual associated with shares issued to employees	5(f)		—		—		—			—			—			—			—			(1,652	)		(1,652	)		—			—
Estimated transaction costs	5(b)(2), 5(b)(3)		—		—		—			—			—			—			(25,464	)		(536	)		(26,000	)		—			—
Tax effect of pro forma adjustments	5(c)		—		—		—			—			—			—			—			9,931			9,931			—			—
Total Business Combination equity adjustments:			563,325,012		57		(10,000,000	)		(1	)		(158,429	)		(96,135	)		940,996			(30,388	)		910,664			(38,225,012	)		(382,250	)
Post-Business Combination equity balance			565,100,000	$	57		—		$	—			—		$	—		$	945,996		$	102,390		$	1,048,443			—		$	—

(1) Represents consideration received by Apex Fintech unitholders of 470,000,000 shares, of which 3,993,408 shares are expected to be subsequently granted to employees from PEAK6 Group at the Closing. Compensation expense in the amount of $37,131 associated with the shares which will be granted to employees at the Closing was calculated based on expected fair value of $9.44 and reflected as an increase in additional paid-in capital with corresponding decrease in retained earnings.

129

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands, except share and per share amounts)

In case of maximum redemption by Northern Star’s stockholders, the following table represents the impact of the Business Combination on the number of shares of New Apex Class A common stock and represents the total equity section:

		Northern Star / Combined Company common stock												Apex Fintech Common units				Additional paid-in capital			Retained earnings		Total members’ and stockholder’s equity			Northern Star Temporary equity
		Class A						Class B																		Class A common stock subject to possible redemption
	Note	Shares			Amount			Shares			Amount			Units		Amount										Shares			Amount
Northern Star equity as of December 31,2020 - pre Business Combination			—		$	—			10,062,500		$	1			—	$	—	$	24		$	—	$	25			—		$	—
Proceeds from private placement of warrants	3(a)(1)		—			—			—			—			—		—		9,750			—		9,750			—			—
Payment of underwriting fees and other offering costs	3(a)(2), 3(b)		—			—			—			—			—		—		(8,524	)		—		(8,524	)		—			—
Trust Account proceeds	3(c)(i)		1,774,988			—			—			—			—		—		17,750			—		17,750			38,225,012			382,250
Accrual of deferred underwriting fee payable	3(d)		—			—			—			—			—		—		(14,000	)		—		(14,000	)		—			—
Forfeiture of sponsor shares	3(e)		—			—			(62,500	)		—			—		—		—			—		—			—			—
Northern Star equity as of December 31,2020 - pre Business Combination, as adjusted			1,774,988			—			10,000,000			1			—		—		5,000			—		5,001			38,225,012			382,250
Apex Fintech equity as of December 31,2020 - pre Business Combination			—			—			—			—			155,833		96,135		—			132,778		132,778			—			—
Sale of Stash investment	4(c)		—			—			—			—			—		—		—			—		—			—			—
Conversion of PEAK6 and PEAK6 Group loans to Apex equity	4(d)		—			—			—			—			—		—		—			—		—			—			—
Contribution of Crypto and Kairos	4(e)		—			—			—			—			2,596		—		—			—		—			—			—
Apex Fintech equity as of December 31,2020 - pre Business Combination, as adjusted			—			—			—			—			158,429		96,135		—			132,778		132,778			—			—
															—		—
Total equity as of December 31, 2020 - Pre Business Combination, as adjusted			1,774,988			—			10,000,000			1			158,429		96,135		5,000			132,778		137,779			38,225,012			382,250
Business Combination equity adjustments:
Reclassification of Northern Star’s redeemable shares to Class A common stock			38,225,012			(4	)		—			—			—		—		(399,996	)		—		(400,000	)		(38,225,012	)		(382,250	)
Initial stockholders			10,000,000			1			(10,000,000	)		(1	)		—		—		—			—		—			—			—
Less: Redemption of redeemable stock	5(a)(3)		(40,000,000	)		4			—			—			—		—		382,246			—		382,250			—			—
PIPE Investors	5(a)(2)		45,000,000			5			—			—			—		—		449,995			—		450,000			—			—

130

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands, except share and per share amounts)

		Northern Star / Combined Company common stock										Apex Fintech Common units						Additional paid-in capital			Retained earnings			Total members’ and stockholder’s equity			Northern Star Temporary equity
		Class A				Class B																					Class A common stock subject to possible redemption
	Note	Shares		Amount		Shares			Amount			Units			Amount												Shares			Amount
Elimination of historical Apex common units			—		—		—			—			(158,429	)		(96,135	)		96,135			—			96,135			—			—
Shares issued to Apex shareholders as consideration (including 3,933,408 shares which will be granted to employees at the Closing)	(1)		470,000,000		47		—			—			—			—			37,084			(37,131	)		—			—			—
Shares granted to Northern Star consultant			100,000		—		—			—			—			—			1,000			(1,000	)		—			—			—
Medicare and Social Security accrual associated with shares issued to employees	5(f)		—		—		—			—			—			—			—			(1,652	)		(1,652	)		—			—
Estimated transaction costs	5(b)(2), 5(b)(3)		—		—		—			—			—			—			(25,464	)		(536	)		(26,000	)		—			—
Tax effect of pro forma adjustments	5(c)		—		—		—			—			—			—			—			9,931			9,931			—			—
Total Business Combination equity adjustments:			523,325,012		53		(10,000,000	)		(1	)		(158,429	)		(96,135	)		541,000			(30,388	)		510,664			(38,225,012	)		(382,250	)
Post-Business Combination equity balance			525,100,000	$	53		—		$	—			—		$	—		$	546,000		$	102,390		$	648,443			—		$	—

(1) Represents consideration received by Apex Fintech unitholders of 470,000,000 shares, of which 3,993,408 shares are expected to be subsequently granted to employees from PEAK6 Group at the Closing. Compensation expense in the amount of $37,131 associated with the shares which will be granted to employees at the Closing was calculated based on expected fair value of $9.44 and reflected as an increase in additional paid-in capital with corresponding decrease in retained earnings.

Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2020

The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 are as follows:

5(h) Interest expense. Represents elimination of historical interest expense in connection with repayment of PEAK6 and PEAK6 Group loans at the Closing. (See Note 5(e) Loans from affiliates)

131

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands, except share and per share amounts)

5(i) Nonrecurring equity awards compensations expenses issued to employees from PEAK6. Represents non-cash compensation expense related to the restricted shares granted to employees from PEAK6 Group at the closing of the Business Combination in the amount of $37,131 and respective Medicare and Social Security accrual in the amount of $1,652. Such shares do not have any service period. This compensation expense is not expected to have a continuing impact on the combined results.

5(j) Nonrecurring equity awards compensations expenses to consultant of Northern Star. Represents non-cash compensation expense related to the 100,000 Class A common shares issues to the consultant of Northern Star at the closing of the Business Combination in the amount of $1,000. Such shares do not have any service period. This compensation expense is not expected to have a continuing impact on the combined results.

5(k) Tax effect of pro forma adjustments. Reflects the impact of U.S. federal, state and local income taxes on the income of the Combined Company. The pro forma effective income tax rate is estimated to be approximately 32.56% for the year ended December 31, 2020 and was determined by combining the projected U.S. federal, state and local income taxes.

5(l) Net income per share. Represents pro forma net income per share based on pro forma net income and 565,100,000 and 525,100,000 total shares outstanding upon consummation of the Business Combination for no redemption and maximum redemption scenario, respectively. There are no equity instruments that are expected to have a dilutive effect on the net income per share post-Business Combination.

132

THE PIPE PROPOSAL

In connection with the Business Combination, Northern Star intends to (subject to the terms and conditions set forth in the subscription agreements Northern Star entered into on February 21, 2021 with the PIPE Investors) substantially concurrently with the closing of the Mergers effect the issuance of 45,000,000 shares of New Apex common stock to PIPE Investors. For further information, see the section entitled “The Business Combination Proposal.”

On February 21, 2021, Northern Star entered into subscription agreements with the PIPE Investors pursuant to which such PIPE Investors have agreed to purchase an aggregate of 45,000,000 shares of New Apex common stock in a private placement at a price of $10.00 per share for an aggregate commitment of $450,000,000. The closing of the subscription agreements is subject to certain customary conditions, including, among other things, the substantially concurrent closing of the Mergers. The purpose of the PIPE Transaction is to ensure that the combined company has a minimum amount of capital to operate its business following the transaction, to support the combined company’s growth, and for working capital, capital expenditures and general corporate purposes.

Generally, each PIPE Investor’s subscription amount will be delivered to Northern Star on the then-scheduled closing date of the Mergers (unless a later time is otherwise agreed by Northern Star). The subscription agreements provide for certain registration rights. In particular, New Apex will, within 15 business days following the closing date of the Merger, file with the SEC (at New Apex’s sole cost and expense) a registration statement registering the resale of the shares issued to the PIPE Investors, and will use its commercially reasonable efforts to have such registration statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day following the actual filing date (or the 90th calendar day if the SEC notifies Northern Star that it will “review” such registration statement) and (ii) the 5th business day after the date Northern Star is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed” or will not be subject to further review, subject to certain exceptions, such as a PIPE Investor’s failure to provide information reasonably requested by New Apex to effect the registration of the applicable shares.

Assuming that no holder of Northern Star’s public shares exercises redemption rights as described in this proxy statement/prospectus, immediately after the closing of the Mergers, the PIPE Investors will hold approximately 9% of the issued and outstanding New Apex common stock. The issuance of such shares will result in significant dilution to Northern Star’s stockholders, and will afford Northern Star’s stockholders a correspondingly smaller percentage interest in the voting power, liquidation and aggregate value of New Apex.

If approved by Northern Star’s stockholders at the special meeting, the PIPE Transaction is expected to close substantially simultaneously with the consummation of the Mergers.

NYSE Listing Requirements

NYSE Listing Rule 312.03(c) generally requires stockholder approval prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions if such securities are not issued in a public offering for cash: (1) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock; or (2) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock. However, no stockholder approval is required if, among other things, the transaction involves a sale of common stock, for cash, at a price at least as great as the lower of: (i) the official closing price on the NYSE immediately preceding the signing of the binding agreement; or (ii) the average official closing price for the five trading days immediately preceding the signing of the binding agreement (the “Minimum Price”). The securities to be issued in the PIPE Transaction will exceed 20% of the number of shares of Northern Star

133

common stock outstanding immediately prior to the consummation of the Business Combination and the PIPE Transaction. Further, the shares of Northern Star common stock to be issued in connection with the PIPE Transaction will be issued at a price that is less than the Minimum Price. Therefore, the PIPE Transaction will require stockholder approval under NYSE Listing Rule 312.03(c).

Required Vote

The approval of the PIPE proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Northern Star common stock present and entitled to vote at the special meeting.

Under the subscription agreements with the PIPE Investors, the closing of the PIPE Transaction is conditioned on, among other things, the substantially concurrent closing of the Mergers and, under the Merger Agreement, the closing of the Mergers is conditioned on the receipt by Northern Star of proceeds from the consummation of the PIPE Transaction in an aggregate amount not less than $300,000,000. Accordingly, if the business combination proposal is not approved, the PIPE proposal will not be presented at the special meeting. If the PIPE proposal is not approved and one or more of the parties refuses to waive the related closing condition in the Merger Agreement, the parties will not consummate the Mergers and the other proposals (except an adjournment proposal, as described below) will not be presented to the stockholders for a vote.

NORTHERN STAR’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE PIPE PROPOSAL.

134

THE CHARTER PROPOSALS

The charter proposals, if approved, will approve the following amendments to Northern Star’s current amended and restated certificate of incorporation to:

• change the name of the new public entity to “Apex Fintech Solutions, Inc.”, as opposed to the current name of “Northern Star Investment Corp. II”;

• increase the number of shares of common stock Northern Star is authorized to issue to 1,300,000,000 shares, as opposed to the current number of 150,000,000 shares, and to remove the provisions for Northern Star’s current Class B Common Stock (the shares of which will all convert into shares of Class A Common Stock in connection with the Business Combination) so that the Class B Common Stock will cease to exist and Northern Star will have a single class of common stock;

• remove the right of stockholders of Northern Star to act without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of common stock were present and voted;

• add supermajority voting provisions applicable after such time as the PEAK6 Parties and their affiliates no longer beneficially own more than 50% of the then outstanding shares of the capital stock of New Apex, requiring the affirmative vote of the holders of 75% of the voting power of all of the then outstanding shares of the capital stock of New Apex to amend certain provisions of the second amended and restated certificate of incorporation and to adopt, amend or repeal any provision of the bylaws; and

• remove the various provisions applicable only to special purpose acquisition companies (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time) and make certain other immaterial changes that the Northern Star board deems appropriate.

In the judgment of Northern Star’s board of directors, the charter proposals are desirable for the following reasons:

• the name of the new public entity is desirable to reflect the Business Combination with Apex Fintech and the combined business going forward;

• the greater number of authorized number of shares of common stock is desirable for New Apex to have sufficient shares for the issuances to the holders of Apex Fintech’s stock in the Initial Merger, and for issuances upon exercise of New Apex’s warrants and upon conversion of the 2023 Notes, and have enough additional authorized shares for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances, for stock dividends and stock splits, and for the 2021 Plan and other compensatory purposes;

• the single class of common stock is desirable because all shares of Class B common stock will be exchanged for Class A common stock upon the closing of the Business Combination, and because it will allow Northern Star to have a streamlined capital structure;

• the requirement that stockholders take action at a duly called meeting with valid notice, rather than by written consent, is desirable to provide all New Apex stockholders with notice of actions proposed to be taken or approved by the stockholders and to provide all New Apex stockholders with the opportunity to participate in the consideration of such actions or other approval items;

• the supermajority voting provisions are desirable to enhance the continuity and stability of the board of directors; and

135

• the provisions that relate to the operation of Northern Star as a special purpose acquisition corporation prior to the consummation of its initial business combination will not be applicable after the Business Combination (such as the obligation to dissolve and liquidate if an initial business combination is not consummated within a certain period of time).

For a comparison of the existing charter and Northern Star’s proposed charter, please see the section entitled “Description of New Apex’s Securities After the Mergers.”

Notwithstanding the foregoing, authorized but unissued shares of common and preferred stock may enable New Apex’s board of directors to render it more difficult to, or may be used to discourage an attempt to, obtain control of New Apex and thereby protect continuity of or entrench its management, which may adversely affect the market price of New Apex’s securities. If, in the due exercise of its fiduciary obligations, for example, New Apex’s board of directors were to determine that a takeover proposal were not in the best interests of New Apex, such shares could be issued by the board of directors without stockholder approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or insurgent stockholder group, by creating a substantial voting block in institutional or other hands that might support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise. The authorization of additional shares will, however, enable New Apex to have sufficient shares for the issuances to the holders of Apex Fintech’s membership interests in the Initial Merger, and for issuances upon conversion of the 2023 Notes, while retaining the flexibility to authorize the issuance of shares in the future for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances, for stock dividends and stock splits, and for the 2021 Plan and other compensatory purposes. Except for issuances to Apex Fintech’s members pursuant to the Merger Agreement and issuances in connection with conversion of the 2023 Notes, Northern Star currently has no such plans, proposals or arrangements, written or otherwise, to issue any of the additional authorized shares for such purposes.

A copy of Northern Star’s proposed Second Amended and Restated Certificate of Incorporation, as will be in effect assuming approval of all of the charter proposals and upon consummation of the Business Combination and filing with the Delaware Secretary of State, is attached to this proxy statement/prospectus as Annex B. For a comparison of the existing charter and Northern Star’s proposed charter, please see the section entitled “Description of New Apex’s Securities After the Merger.”

Required Vote

The approval of each of the charter proposals will require the affirmative vote of the holders of a majority of the outstanding shares of Northern Star common stock on the record date.

The amendments to Northern Star’s amended and restated certificate of incorporation are conditioned upon the closing of the Mergers and, under the Merger Agreement, the approval of the charter proposals is a condition to the closing of the Mergers. Accordingly, if the business combination proposal is not approved, or the PIPE proposal is not approved and the applicable conditions in the Merger Agreement are not waived, the charter proposals will not be presented at the special meeting. If the charter proposals are not approved and one or more of the parties refuses to waive the related closing condition in the Merger Agreement, the parties will not consummate the Mergers and the other proposals (except an adjournment proposal, as described below) will not be presented to the stockholders for a vote.

NORTHERN STAR’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE CHARTER PROPOSALS.

136

THE DIRECTOR ELECTION PROPOSAL

Election of Directors

At the special meeting, seven directors will be elected to be the directors of New Apex upon the closing of the Business Combination. Consistent with the board of directors of Northern Star, New Apex’s board of directors will be divided into three classes with only one class of directors being elected in each year and each class (except for the initial terms of the Class A and Class B directors) serving a three-year term. If the nominees are elected, Joanna Coles and              will be Class A directors serving until Northern Star’s 2022 special meeting of stockholders;              and              will be Class B directors serving until Northern Star’s 2023 special meeting of stockholders; and Matthew Hulsizer, Jennifer Just and William Capuzzi will be Class C directors serving until Northern Star’s 2024 special meeting of stockholders, and in each case, until their successors are elected and qualified.

Under Delaware law, the election of directors requires a plurality vote of the common stock present in person or represented by proxy and entitled to vote at the special meeting. Plurality means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

Unless authority is withheld or the shares are subject to a broker non-vote, the proxies solicited by the board of directors will be voted “FOR” the election of these nominees. In case any of the nominees becomes unavailable for election to the board of directors, an event that is not anticipated, the persons named as proxies, or their substitutes, will have full discretion and authority to vote or refrain from voting for any other candidate in accordance with their judgment.

The election of the directors is conditioned upon the closing of the Mergers and, under the Merger Agreement, the election of all the nominees identified in this proxy statement/prospectus is a condition to the closing of the Mergers. Accordingly, if the business combination proposal is not approved, or the PIPE proposal or any charter proposal is not approved and the applicable condition or conditions in the Merger Agreement is or are not waived, the director election proposal will not be presented at the special meeting. If the seven nominees identified in this proxy statement/prospectus are not elected as directors and one or more of the parties refuses to waive the related closing condition in the Merger Agreement, the parties will not consummate the Mergers and the other proposals (except an adjournment proposal, as described below) will not be presented to the stockholders for a vote.

Following the closing of the Business Combination, the election of directors of New Apex will be governed by its certificate of incorporation and bylaws and the laws of the State of Delaware.

NORTHERN STAR’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT NORTHERN STAR STOCKHOLDERS VOTE “FOR” EACH OF THE NOMINEES IDENTIFIED IN THIS PROXY STATEMENT/PROSPECTUS.

137

Executive Officers and Directors After the Business Combination

Upon the consummation of the Business Combination, the business and affairs of the combined company will be managed by or under the direction of the board of directors of New Apex. Northern Star and Apex Fintech are currently evaluating potential director nominees and executive officer appointments, but the following table sets forth the name and position of each of the director nominees and executive officers of New Apex upon consummation of the Mergers known as of the date hereof, including their ages as of December 31, 2020.

Name	Age	Position
Executive Officers
William Capuzzi	50	Chief Executive Officer and Director
Tricia Rothschild	53	President
William Brennan	55	Chief Administrative Officer
Christopher Springer	59	Chief Financial Officer
Josh Gray	49	Chief Technology Officer
John Mollica	43	Chief Customer Officer
Bryan Jacobsen	48	Chief Compliance Officer
Non-Employee Directors
Jennifer Just(2)	53	Chairperson
Matthew Hulsizer	51	Director
Joanna Coles(1)(2)	58	Director

⁽¹⁾ Member of the New Apex audit committee, effective upon the consummation of the Mergers.

⁽²⁾ Member of the New Apex compensation committee, effective upon the consummation of the Mergers.

Executive Officers

William Capuzzi will serve as New Apex’s Chief Executive Officer and as a member of its board of directors commencing upon the consummation of the Mergers. Mr. Capuzzi has served as the Chief Executive Officer of Apex since 2015, where he set the vision and strategy to help Apex identify and realize new areas of growth and opportunity. Prior to joining Apex, Mr. Capuzzi worked at ConvergEx Group from 2006 to 2015, where he was Chief of Staff and a member of the firm’s executive committee and managed critical internal and external initiatives and was responsible for the firm’s options, prime services, global clearing and commission sharing arrangement businesses. Mr. Capuzzi also served as director at Pershing LLC from 1999 to 2006, where he was responsible for their institutional product suite and directed their global re-engineering efforts firm wide. Mr. Capuzzi started his career on Wall Street at Donaldson, Lufkin & Jenrette as part of their MBA program in 1999. Mr. Capuzzi earned his Bachelor of Arts degree from Wesleyan University and a Master of Business Administration in Strategic Management from Rutgers University. He holds Series 3, 7, 24, and 63 securities registrations. We believe Mr. Capuzzi is well-qualified to serve as a member of New Apex’s board of directors due to his deep industry experience, leadership and strategic vision.

Tricia Rothschild will serve as New Apex’s President commencing upon the consummation of the Business Combination. Ms. Rothschild has served as the President of Apex since 2020, where she is responsible for the strategic planning, development and overall growth of the company and oversight of internal and client-facing functions, such as sales, marketing and product management. Prior to joining Apex, Ms. Rothschild spent 26 years in a variety of roles at Morningstar (NASDAQ: MORN). Ms. Rothschild was the Chief Product Officer and Co-Head of Global Markets at Morningstar from 2017 through 2019 where she led a multi-million-dollar global portfolio of businesses including software, data, research and index solutions serving asset managers, wealth managers and individual investors. Ms. Rothschild is a Chartered Financial Analyst and serves on the CFA Institute’s global board of governors, currently as chair of the Risk Committee. She also sits on the board of directors of the Financial Fitness Group, and is an advisory board member at the TIFIN group. Ms. Rothschild

138

holds a Bachelor of Science degree from Northwestern University and a Master’s degree in Russian and East European economics from Indiana University. Ms. Rothschild was named one of the top Women in Wealthtech by ThinkAdvisor in 2019, and was named one of the top 21 people who will change wealth management in 2021 by Financial Planning.

William Brennan will serve as New Apex’s Chief Administrative Officer commencing upon the consummation of the Mergers. Mr. Brennan has served as the Chief Administrative Officer of Apex and Apex Pro since 2019, in which role he oversees the day-to-day management of the business and is responsible for the operations, finance, compliance and risk functions, and ensuring alignment with vision and policies. Mr. Brennan previously served as Apex’s Chief Financial Officer from 2016 to 2019 and Chief Operating Officer from 2017 to 2019. Prior to joining Apex, Mr. Brennan served as the Chief Operating Officer for Prophecy Asset Management, L.P. from 2014 to 2016, as a Managing Director and Global Co-Head of Clearing for Goldman Sachs (NYSE: GS) from 2008 to 2012. Mr. Brennan holds a Bachelor of Science degree in Accounting from the University of Illinois and a Juris Doctor from IIT-Chicago Kent College of Law. He is a Certified Public Accountant.

Christopher Springer will serve as New Apex’s Chief Financial Officer commencing upon the consummation of the Mergers. Mr. Springer has served as the Chief Financial Officer of Apex since February 2020 and has more than 30 years of experience building and diversifying financial services businesses. Prior to his current role, Mr. Springer served as Chief Administrative Officer and Chief Financial Officer of Apex Pro and joined Apex Fintech in September 2019 when PEAK6 acquired Apex Pro. Prior to Apex Pro, Mr. Springer was the Chief Financial Officer of ConvergEx Group where he oversaw day-to-day finance and accounting operations as well as overseeing corporate structuring. Mr. Springer spent 26 years at ConvergEx Group and its predecessors including BNY Mellon (NYSE: BK) and Execution Services Incorporated. Mr. Springer started his career with Arthur Andersen & Company in their New York Financial Services Practice. He is a member of the Stockbrokerage Subcommittee of the NYS Society of CPA’s and was recently appointed to serve as a member of the Stockbrokerage and Investment Banking Expert Panel of the American Institute of Certified Public Accountants for the 2021-2022 term. Mr. Springer is a Certified Public Accountant, holds a Master’s of Accountancy degree from the University of Mississippi and a series 27 license.

Josh Gray will serve as New Apex’s Chief Technology Officer commencing upon the consummation of the Mergers. Mr. Gray has served as the Chief Technology Officer of Apex since 2019 and is responsible for driving the strategy, vision and architecture for technology across Apex. Prior to joining Apex, Mr. Gray helped build Cedexis (which was acquired by Citrix) (NASDAQ: CTXS)) as a member of the leadership team from 2013 to 2018. Following Cedexis acquisition by Citrix, Mr. Grey served as a Senior Principal Architect at Citrix from 2018-2019. Over the course of his career, Mr. Gray has founded numerous technology start-ups, and worked at Microsoft (NASDAQ: MSFT) from 2001 to 2004 as a Software Development Manager & Architect. Mr. Gray holds a Bachelor of Science degree in Computer Engineering from Oregon State University.

John Mollica will serve as New Apex’s Chief Customer Officer commencing upon the consummation of the Business Combination. Mr. Mollica has served as the Chief Customer Officer of Apex since 2019 and has been in the financial services industry since 2001, with substantial experience and expertise in execution, custody and clearing. Since joining Apex in 2016, he has held multiple titles, including Head of Institutional and Head of Relationship Management. In his current role, Mr. Mollica oversees strategic client initiatives, focusing on unifying relationships to better serve businesses and enable rapid growth and success in the marketplace. Prior to joining Apex, Mr. Mollica was a Managing Director at ConvergEx Group and was responsible for sales and service for their Sell Side Execution and Clearing business from 2013 to 2016 and, prior to that, served as Vice President at Pershing and BNY Global Clearing Services where he held multiple positions in operations and trading over his 12-year career across both companies. Mr. Mollica holds series 7 and series 63 licenses and attended St. John’s University.

Bryan Jacobsen will serve as New Apex’s Chief Compliance Officer commencing upon the consummation of the Mergers. Mr. Jacobsen has served as the Chief Compliance Officer of Apex since 2019 and the same role at Apex Pro since 2020. Prior to joining Apex, Mr. Jacobsen served as Chief Compliance Officer for Resource

139

America and Cetera Advisor Networks, LLC from 2018 to 2019 and as Chief Compliance Officer for various Cetera Financial Group firms from 2010 to 2018. Prior to this, Mr. Jacobsen served as Vice President of Compliance and Assistant Chief Compliance Officer for the National Planning Corporation from 2005 to 2018. Mr. Jacobsen holds a Bachelor of Science degree from Bellevue University and a Master of Business Administration degree in Business Administration from Youngstown State University. He holds Series 4, 7, 24, 65 and 66 securities registrations.

Non-Employee Directors

Matthew Hulsizer will serve on New Apex’s board of directors commencing upon the consummation of the Mergers. Mr. Hulsizer is the co-founder and managing member of the PEAK6 Parties since their formation in 1997, leading the build and development of industry players such as PEAK6 Capital Management, OptionsHouse and Apex Fintech. He co-founded PEAK6 in 1997 with the mindset that sophisticated, proprietary technology could be used more efficiently to manage risk in the options market. Over the past two decades, Hulsizer and his co-founder have used the same formula across a range of industries, asset classes and business stages. Mr. Hulsizer began his career as a senior trader with O’Connor and Associates from 1991 to 1997 and has served as a board member of New Jersey’s Peddie School and Chicago’s Steppenwolf Theatre Company. Mr. Hulsizer earned his Bachelor of Arts degree from Amherst College. We believe Mr. Hulsizer is well-qualified to serve as a member of New Apex’s board of directors due to his extensive operating and strategic experience in technology and financial services as well his investing and acquisition expertise.

Jennifer Just will be the Chair of New Apex’s board of directors commencing upon the consummation of the Mergers. Ms. Just is the co-founder and managing member of the PEAK6 Parties since their formation in 1997, leading the build and development of industry players such as PEAK6 Capital Management, OptionsHouse and Apex Fintech. While trading gave PEAK6 its start, Ms. Just and her co-founder have created, turned around or invested in more than 100 companies over the past two decades, which ranged from options trading and clearing firms to professional sports teams and consumer products. Ms. Just looks for underfunded and undervalued opportunities with the potential to transform the future. Ms. Just is also an advocate in helping women advance their careers — not through the traditional methods, but in teaching knowledge and allocation of money. These programs include Poker Powher, a woman-led company that teaches poker to all who identify as female and trading and technology programs. Ms. Just began her career with O’Connor and Associates from 1990 to 1997. Ms. Just also serves on the Board of Directors of Northwestern Laurie Children’s Hospital. Ms. Just holds her Bachelor of Business Administration degree from the University of Michigan – Stephen M. Ross School of Business and is a Chartered Financial Analyst. We believe Ms. Just is well-qualified to serve as a member of New Apex’s board of directors due to her experience building and guiding companies with her business strategy and operational experience.

Joanna Coles has served as the Chairperson of the Board of Directors and as the Chief Executive Officer since inception of Northern Star Investment Corp. II. She has also served as Chairperson of the Board of Directors of Northern Star I since July 2020 and as its Chief Executive Officer since September 2020. She has also served as the Chairperson of the Board of Directors and Chief Executive Officer of Northern Star Investment Corp. III since November 2020 and of Northern Star Investment Corp. IV since November 2020. Ms. Coles is a creative media and technology entrepreneur who in her previous roles as editor of two leading magazines and Chief Content Officer of Hearst Magazines developed an extensive network of relationships at the intersection of technology, fashion and beauty. Ms. Coles is on the board of Snap Inc. (NYSE: SNAP), a leading digital media company that utilizes technology to combine mobile phone photos with Snapchat, a leading communications platform. Its chat services include creating and watching stories, chatting with groups, and making voice and video calls while also communicating through stickers and Bitmojis. She is also on the board of directors of Sonos, Inc. (NASDAQ: SONO), a designer, developer, manufacturer and seller of audio products and services. Ms. Coles has been the Executive Producer for ABC Freeform’s highly acclaimed The Bold Type since 2016 and in 2019 entered into a production development deal at ABC Studios creating TV shows across Disney’s streaming platforms. Since January 2019, she has also been a special advisor to Cornell Capital, a $3.5 billion

140

private investment firm founded in 2013 by Henry Cornell, the former Vice Chairman of Goldman Sachs’ Merchant Banking Division. She is also an advisor to Klarna, a Swedish shopping payment disruptor. She was appointed Chief Content Officer of Hearst Magazines in September 2016, overseeing editorial for Hearst’s 300 titles globally, and served until August 2018. Prior to that, she was Editor-in-Chief of Cosmopolitan, a role she started in September 2012. She edited Marie Claire magazine from April 2006 to September 2012. Ms. Coles was New York columnist for The Times of London from September 1998 to September 2001 and served as New York Bureau Chief for The Guardian from 1997 to 1998. She is on the board of Women Entrepreneurs New York City, an initiative to encourage female entrepreneurship, with a focus on underserved communities. She is also a member of the board of directors of Density Software, a company that utilizes hardware systems and software solutions to manage safety and security in physical spaces including retail stores, hotels, restaurants, office buildings, public facilities such as airports and universities and home environments, Blue Mistral, a clean beauty company, and an advisor to several private companies. She holds a B.A. in English and American literature from the University of East Anglia. We believe that Ms. Coles is qualified to serve as a member of our board of directors due to her extensive experience and contacts and relationships.

Board Composition

New Apex’s business and affairs will be organized under the direction of the board of directors of New Apex. New Apex anticipates that the board of directors of New Apex will consist of seven members upon the consummation of the Mergers. Jennifer Just will serve as Chair of the board of directors. The primary responsibilities of the board of directors of New Apex will be to provide oversight, strategic guidance, counseling and direction to New Apex’s management. The board of directors of New Apex will meet on a regular basis and additionally as required.

The board of directors of New Apex will be divided into three classes, Class A, Class B, and Class C, with members of each class serving staggered three-year terms. If nominees identified in this proxy statement/prospectus are elected as directors, Northern Star anticipates the directors will be assigned to the following classes:

• Class A will consist of Joanna Coles and             , whose terms will expire at New Apex’s first annual meeting of stockholders to be held after consummation of the Mergers;

• Class B will consist of              and             , whose terms will expire at New Apex’s second annual meeting of stockholders to be held after consummation of the Mergers; and

• Class C will consist of Matthew N. Hulsizer, Jennifer Just and William Capuzzi, whose terms will expire at New Apex’s third annual meeting of stockholders to be held after consummation of the Mergers.

At each annual meeting of stockholders to be held after the initial classification, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. This classification of the board of directors of New Apex may have the effect of delaying or preventing changes in New Apex’s control or management.

In addition, Jonathan Ledecky, currently the President and Chief Operating Officer and a member of the board of directors of Northern Star, will have the right to attend all New Apex board meetings as a non-voting observer until the earlier of the second anniversary of the closing of the Mergers and such time as the Sponsor ceases to own at least 50% of the shares of New Apex common stock owned by it as of immediately after the closing of the Mergers.

141

Director Independence

As a result of its common stock being listed on the NYSE following consummation of the Mergers, New Apex will adhere to the listing rules of the NYSE (after giving effect to the exemptions available to a controlled company) in affirmatively determining whether a director is independent. Northern Star’s board of directors has consulted, and will consult, with its counsel to ensure that the board’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. The NYSE listing standards generally define an “independent director” as a person, other than an executive officer of a company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Upon the consummation of the Business Combination, the board of directors of New Apex is expected to determine that each of the directors other than William Capuzzi, Matthew Hulsizer, and Jennifer Just qualifies as an independent director, as defined under the listing rules of the NYSE, and that the board of directors of New Apex consists of a majority of “independent directors,” as defined under the rules of the SEC and NYSE listing rules relating to director independence requirements. In addition, New Apex will be subject to the rules of the SEC and the NYSE relating to the membership, qualifications, and operations of the audit committee, and the compensation committee, as discussed below.

Controlled Company Exemption

Upon the completion of the Mergers, Matthew Hulsizer and Jennifer Just, as managers of PEAK6 LLC, the indirect parent of PEAK6 and PEAK6 Group (together, the “PEAK6 Principals”) will be the beneficial owners of approximately 81.3%% of the voting control of our outstanding capital stock, assuming no redemptions from trust, as a result of which the PEAK6 Principals will have the power to elect a majority of New Apex’s directors. Pursuant to the New York Stock Exchange listing standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company qualifies as a “controlled company.” Therefore, we will not be subject to the NYSE listing standards that would otherwise require us to have: (i) a majority of “independent directors,” as defined under the listing standards of the NYSE; (ii) a nominating committee comprised solely of independent directors; (iii) compensation of our executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; and (iv) director nominees selected, or recommended for the Board’s selection, either by a majority of the independent directors or a nominating committee comprised solely of independent directors.

Pursuant to the New York Stock Exchange listing standards, as a controlled company New Apex will not be required to have a board of directors composed of a majority of independent directors. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Role of the Board of Directors of New Apex in Risk Oversight

Upon the consummation of the Mergers, one of the key functions of the board of directors of New Apex will be informed oversight of New Apex’s risk management process. The board of directors of New Apex does not anticipate having a standing risk management committee, but rather anticipates administering this oversight function directly through the board of directors of New Apex as a whole, as well as through various standing committees of the board of directors of New Apex that address risks inherent in their respective areas of oversight. In particular, the board of directors of New Apex will be responsible for monitoring and assessing strategic risk exposure and New Apex’s audit committee will have the responsibility to consider and discuss New Apex’s major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee will also monitor compliance with legal and regulatory requirements. New Apex’s compensation committee will also assess and monitor whether New Apex’s compensation plans, policies and programs comply with applicable legal and regulatory requirements.

142

Meetings and Board Committees

Northern Star’s board of directors met four times in 2020 and 2021. Northern Star expects its directors to attend all board meetings and any meetings of committees of which they are members and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Each of Northern Star’s current directors attended all of the meetings of the board of directors and meetings of committees of which he or she was a member. Although Northern Star does not have any formal policy regarding director attendance at stockholder meetings, we attempt to schedule meetings so that all directors can attend.

Northern Star has a separately standing audit committee, compensation committee and nominating committee. Effective upon the consummation of the Mergers, New Apex will have a separately standing audit committee and compensation committee only, and the board of directors of New Apex will adopt a new charter for each of the audit committee and the compensation committee, which will comply with the applicable requirements of current NYSE listing rules, and the nominating committee will be terminated. New Apex intends to comply with future SEC and NYSE requirements with respect to committees of the board of directors to the extent they will be applicable to New Apex. Copies of the charters for each committee will be available on the investor relations portion of New Apex’s website following the closing of the Business Combination at http://www.apexfintechsolutions.com. Information contained on or accessible through New Apex’s website is not a part of this proxy statement/prospectus, and the inclusion of New Apex’s website address in this proxy statement/prospectus is an inactive textual reference only.

Audit Committee

Kirsten Green, David Shapiro, and Maryann Turcke currently serve as members of Northern Star’s audit committee. Each member of the audit committee is financially literate and Northern Star’s board of directors has determined that Ms. Green qualifies as an “audit committee financial expert” as defined in applicable SEC rules. Northern Star’s audit committee met one time in 2020 and 2021. Each of our audit committee members attended all of the meetings of the audit committee.

Upon consummation of the Mergers, New Apex’s audit committee is expected to consist of Joanna Coles and             . The board of directors of New Apex is expected to determine that each of the members of the audit committee satisfies the independence and other requirements of the NYSE and Rule 10A-3 under the Exchange Act, including that each member of the audit committee can read and understand fundamental financial statements in accordance with NYSE audit committee requirements. In arriving at this determination, the board of directors of New Apex will examine each audit committee member’s scope of experience and the nature of his or her prior and/or current employment.

             is expected to serve as the chair of the audit committee. The board of directors of New Apex is expected to determine that              qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the NYSE listing rules. In making this determination, the board of directors of New Apex will consider              formal education and previous experience in financial roles. Both New Apex’s independent registered public accounting firm and management intend to periodically meet privately with New Apex’s audit committee.

The functions of the Audit Committee will include, among other things:

• evaluating the performance, independence and qualifications of New Apex’s independent auditors and determining whether to retain New Apex’s existing independent auditors or engage new independent auditors;

• reviewing New Apex’s financial reporting processes and disclosure controls;

• reviewing and approving the engagement of New Apex’s independent auditors to perform audit services and any permissible non-audit services;

• reviewing the adequacy and effectiveness of New Apex’s internal control policies and procedures, including the responsibilities, budget, staffing and effectiveness of New Apex’s internal audit function;

143

• reviewing with the independent auditors the annual audit plan, including the scope of audit activities and all critical accounting policies and practices to be used by New Apex;

• obtaining and reviewing at least annually a report by New Apex’s independent auditors describing the independent auditors’ internal quality control procedures and any material issues raised by the most recent internal quality-control review;

• monitoring the rotation of partners of New Apex’s independent auditors on New Apex’s engagement team as required by law

• prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of New Apex’s independent auditor;

• reviewing New Apex’s annual and quarterly financial statements and reports, including the disclosures contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in New Apex’s periodic reports to be filed with the SEC and discussing the statements and reports with New Apex’s independent auditors and management;

• reviewing with New Apex’s independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy, and effectiveness of New Apex’s financial controls and critical accounting policies;

• reviewing with management and New Apex’s auditors any earnings announcements and other public announcements regarding material developments;

• establishing procedures for the receipt, retention and treatment of complaints received by New Apex regarding financial controls, accounting, auditing or other matters;

• preparing the report that the SEC requires in New Apex’s annual proxy statement;

• reviewing and providing oversight of any related party transactions in accordance with New Apex’s related party transaction policy and reviewing and monitoring compliance with legal and regulatory responsibilities, including New Apex’s code of ethics;

• reviewing New Apex’s major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented; and

• reviewing and evaluating on an annual basis the performance of the audit committee and the audit committee charter.

The composition and function of the audit committee will comply with all applicable requirements of the Sarbanes-Oxley Act, all applicable SEC rules and regulations and all applicable NYSE listing rules. New Apex will comply with future requirements of the SEC, the NYSE or other applicable authority to the extent they become applicable to New Apex.

Compensation Committee

Northern Star’s compensation committee currently consists of Kirsten Green, David Shapiro, and Maryann Turcke, each of whom is an independent director under the NYSE’s listing standards. Northern Star’s compensation committee has not met.

Upon consummation of the Mergers, New Apex’s compensation committee is expected to consist of Jennifer Just, Joanna Coles, and             . Ms. Coles is expected to serve as the chair of the compensation committee. The board of directors of New Apex is expected to determine that each of the members of the compensation committee, other than Jennifer Just, satisfies the independence requirements of the NYSE and is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act

144

The functions of the compensation committee will include, among other things:

• reviewing and approving the corporate objectives that pertain to the determination of executive compensation;

• reviewing and approving the compensation and other terms of employment of New Apex’s executive officers;

• reviewing and approving performance goals and objectives relevant to the compensation of New Apex’s executive officers and assessing their performance against these goals and objectives;

• making recommendations to the board of directors of New Apex regarding the adoption or amendment of equity and cash incentive plans and approving amendments to such plans to the extent authorized by the board of directors of New Apex;

• reviewing and making recommendations to the board of directors of New Apex regarding the type and amount of compensation to be paid or awarded to New Apex non-employee board members;

• reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act;

• administering New Apex’s equity incentive plans, to the extent such authority is delegated by the board of directors of New Apex;

• reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections, indemnification agreements and any other material arrangements for New Apex’s executive officers;

• reviewing with management New Apex’s disclosures under the caption “Compensation Discussion and Analysis” in New Apex’s periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement;

• preparing an annual report on executive compensation that the SEC requires in New Apex’s annual proxy statement; and

• reviewing and evaluating on an annual basis the performance of the compensation committee and recommending such changes as deemed necessary with the board of directors of New Apex.

The compensation committee may also, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

The composition and function of the compensation committee will comply with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and NYSE rules and regulations. New Apex will comply with future requirements of the SEC, the NYSE or other applicable authority to the extent they become applicable to New Apex.

Nominating and Corporate Governance

Northern Star’s nominating committee currently consists of Kirsten Green, David Shapiro, and Maryann Turcke, each of whom is an independent director under the NYSE’s listing standards. Northern Star’s nominating committee has not met.

New Apex will not have a standing nominating and governance committee after the Business Combination.

145

Limitation on Liability and Indemnification of Directors and Officers

The proposed second amended and restated certificate of incorporation of New Apex, which will be effective upon consummation of the business combination, limits New Apex’s directors’ liability to the fullest extent permitted under the DGCL. The DGCL provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:

• for any transaction from which the director derives an improper personal benefit;

• for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

• for any unlawful payment of dividends or redemption of shares; or

• for any breach of a director’s duty of loyalty to the corporation or its stockholders.

If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of New Apex’s directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Delaware law and New Apex’s amended and restated bylaws, which will be effective upon the consummation of the Business Combination, provide that, in certain circumstances and subject to certain limitations, New Apex will indemnify New Apex’s directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.

In addition, New Apex will enter into separate indemnification agreements with its directors, officers and former directors, which will be effective upon the consummation of the Business Combination. These agreements, among other things, will require New Apex to indemnify its directors, officers and former directors for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director, officer or former director in any action or proceeding arising out of their services as one of New Apex’s directors or officers or any other company or enterprise to which the person provides (or provided) services at New Apex’s request.

New Apex may maintain a directors’ and officers’ insurance policy pursuant to which New Apex’s directors and officers are insured against liability for actions taken in their capacities as directors and officers.

We believe these provisions in the proposed second amended and restated certificate of incorporation and in New Apex’s amended and restated bylaws, which will be effective upon the consummation of the Business Combination, and these indemnification agreements are necessary to attract and retain qualified persons as directors and officers, among other reasons. However, these provisions may discourage stockholders from bringing a lawsuit against New Apex’s directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit New Apex and its stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent New Apex pays the costs of settlement and damage awards against directors, officers or former directors pursuant to these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

146

Code of Business Conduct and Ethics for Employees, Executive Officers, and Directors

The board of directors of New Apex will adopt a Code of Business Conduct and Ethics (the “Code of Conduct”), applicable to all of New Apex’s directors, executive officers and employees. The Code of Conduct will be available on the investor relations portion of New Apex’s website following the closing of the Business Combination at http://www.apexfintechsolutions.com. Information contained on or accessible through New Apex’s website is not a part of this proxy statement/prospectus, and the inclusion of New Apex’s website address in this proxy statement/prospectus is an inactive textual reference only. The audit committee of the board of directors of New Apex will be responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors. New Apex expects that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on its website or by any other means permitted under applicable SEC rules.

Stockholder and Interested Party Communications

Prior to the Mergers, Northern Star’s board of directors did not provide a process for stockholders or other interested parties to send communications to the board of directors because management believed that it was premature to develop such processes given the limited liquidity of Northern Star common stock at that time. However, following the Business Combination, stockholders and interested parties may communicate with New Apex’s board of directors, any committee chairperson or the non-management directors as a group by writing to the board or committee chairperson in care of Corporate Secretary, Apex Fintech Services, Inc., 350 N. St. Paul Street, Dallas, Texas 75201. Each communication will be forwarded, depending on the subject matter, to the board of directors, the appropriate committee chairperson or all non-management directors.

147

EXECUTIVE AND DIRECTOR COMPENSATION OF NEW APEX

This section discusses the material components of the executive compensation program for Apex Fintech’s named executive officers who are identified in the 2020 Summary Compensation Table below. This discussion may contain forward-looking statements that are based on Apex Fintech’s current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that New Apex adopts following the completion of the Business Combination may differ materially from the existing and currently planned programs summarized or referred to in this discussion.

Overview

We have opted to comply with the executive compensation disclosure rules applicable to emerging growth companies as Northern Star is an emerging growth company. The scaled down disclosure rules are those applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act, which require compensation disclosure for Apex Fintech’s principal executive officer and its two most highly compensated executive officers other than the principal executive officer whose total compensation for 2020 exceeded $100,000 and who were serving as executive officers as of December 31, 2020. We refer to these individuals as “named executive officers.” For 2020, Apex Fintech’s named executive officers are:

• Bill Capuzzi, Chief Executive Officer;

• Bill Brennan, Chief Administrative Officer; and

•

We expect that New Apex’s executive compensation program will evolve to reflect its status as a newly publicly-traded company, while still supporting New Apex’s overall business and compensation objectives. In connection with the Business Combination, Apex Fintech retained Mercer, an independent executive compensation consultant, to help advise on the post-offering executive compensation program.    

2020 Compensation of Named Executive Officers

Base Salary

Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of the executive compensation program. In general, we seek to provide a base salary level designed to reflect each executive officer’s scope of responsibility and accountability. Please see the “Salary” column in the 2020 Summary Compensation Table for the base salary amounts earned by each of the named executive officers during 2020.

Bonuses

Historically, cash bonuses have been provided on a discretionary basis. Bonus compensation is designed to hold executives accountable, reward the executives based on actual business results and help create a “pay for performance” culture. Messrs. Capuzzi and Brennan have an established bonus target, as a percentage of base salary, equal to 100% and 50%, respectively. For 2020, bonuses were paid based on qualitative assessment of performance, considering Apex Fintech’s over-performance compared to budget and new client wins. Please see the “Bonus” column in the 2020 Summary Compensation Table for the bonuses earned by each of the named executive officers with respect to 2020.

Long-Term Incentive Plan

Historically, Apex Fintech has granted long-term cash awards under the Apex Clearing Corporation Long-Term Incentive Plan (the “LTIP”) that vest over a 30-month period based on the participant’s continued service

148

through the applicable vesting date, with half of the award vesting approximately 18-months after grant and the remaining half vesting approximately 30-months after grant. Payouts under the award may range from 0% to 110% based on Apex Fintech’s performance over such period against performance metrics determined by the plan administrators. During 2020, Messrs. Capuzzi and Brennan earned the first and second payouts with respect to the long-term incentive awards that were granted in 2019 and 2018, respectively, with payouts determined based on Apex Fintech’s revenue growth, net income growth and new client wins. For 2020, each of Messrs. Capuzzi and Brennan was designated as an LTIP participant and received a cash LTIP grant in the amount of $310,000 and $85,000, respectively. Please see the “Non-Equity Incentive Plan Compensation” column in the 2020 Summary Compensation Table for the long-term cash incentive earned by Messrs. Capuzzi and Brennan with respect to 2020.

PEAK6 Group Incentive Program

As noted above, we expect that New Apex’s executive compensation program will evolve to reflect its status as a newly publicly-traded company, while still supporting New Apex’s overall business and compensation objectives. In connection with the Business Combination, PEAK6 Group established an incentive program to make one-time stock grants to all employees of Apex Fintech other than employees of Apex Fintech that are also partners in PEAK6 Group, and to further align such employees’ interests with those of Apex Fintech and New Apex. Shares issued under this one-time incentive program will be funded with shares held by PEAK6 Group. Under this incentive program, at the closing of the Business Combination, PEAK6 Group will grant restricted stock units to participants representing the right to receive shares of common stock of New Apex (or a cash payment of equivalent value). Restricted stock units received by participants will be settled on the one-year anniversary of the closing of the Business Combination. Mr. Brennan has been designated as an eligible participant in this incentive program and is expected to receive a grant with respect to 500,000 units, representing a grant date fair value of $5,000,000. Mr. Capuzzi will not participate in this incentive program, but instead will indirectly own a number of shares in New Apex to be determined as a result of his ownership interest in PEAK6 Group.

2020 Summary Compensation Table

The following table shows information regarding the compensation of the named executive officers for services performed in the year ended December 31, 2020.

Name and Principal Position(1)	Year		Salary ($)		Bonus ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)
Bill Capuzzi Chief Executive Officer		2020		400,000		1,500,000		400,106		8,550		2,308,656
Bill Brennan Chief Administrative Officer		2020		333,600		348,840		88,338		8,550		779,328
		2020

(1) Represents bonus payments pursuant to Apex Fintech’s annual discretionary bonus program.

(2) Represents the first and second payouts with respect to the long-term incentive awards that were granted in 2019 and 2018, respectively, and earned based on service through June 30, 2020.

(3) Represents company matching contributions under Apex Fintech’s 401(k) plan.

Outstanding Equity Awards at 2020 Fiscal Year-End

As of December 31, 2020, none of the named executive officers held outstanding equity awards with respect to Apex Fintech.

149

Additional Narrative Disclosure

Severance Arrangements

As of December 31, 2020, the named executive officers were not subject to any compensation arrangements providing for severance benefits upon a termination of employment or a change in control. Under the terms of their Non-Confidentiality and Non-Solicitation Agreements, each of the named executive officers are subject to non-solicitation restrictive covenants and, in the case of Mr. Capuzzi, non-competition restrictive covenants extending for up to six-months. During the period while the executive is subject to the non-competition restrictive covenant, the executive will continue to receive his monthly base salary, with the monthly base salary equivalent to the average monthly base salary received during the prior 18-months and less any employment compensation received by the executive.

401(k) Plan

The executive officers are eligible to participate in a tax-qualified 401(k) savings plan, which allows participants to defer eligible compensation up to the maximum amount allowed under Internal Revenue Service guidelines and provides for a discretionary company matching contributions. In 2020, participants received a matching contribution of 50% up to 6% of eligible compensation, up to applicable Internal Revenue Service limits.

Director Compensation

During 2020, managers serving on the Apex Fintech board of managers did not receive any compensation for such service. Effective as of the closing of the Business Combination, the director compensation program set forth below, with pro-rated payments for the period following the Business Combination through the remainder of 2021 will be in place. The following director compensation program relates to our non-employee and non-affiliated directors. Accordingly, Ms. Just and Messrs. Capuzzi, Hulsizer and                will not receive compensation for their services on the New Apex Board.

• Annual Board Cash Retainer: $50,000

• Committee Member Cash Retainers:

• Audit Committee: $7,500

• Compensation Committee: $5,000

• Additional Committee Chair Cash Retainers:

• Audit Committee: $15,000

• Compensation Committee: $7,500

• Annual Restricted Stock Unit Award: $75,000 (vesting upon the earlier to occur of the one-year anniversary of the grant date and the next annual meeting of stockholders following the grant date)

Following the Business Combination, directors will also be subject to stock ownership guidelines equal to five times the annual board cash retainer. Following the closing of the Business Combination, the non-employee and non-affiliated members of the board will receive a pro-rated restricted stock unit award, with a value determined based on an annual restricted stock unit grant value of $75,000 and pro-rated based on the period of time since the closing of the Business Combination and the first expected annual stockholders meeting. Accordingly, Ms. Coles and Messrs.                  ,                and                will receive pro-rated restricted stock unit awards, following the closing of the Business Combination.

150

THE INCENTIVE PLAN PROPOSAL

On             , 2021, the board of directors of Northern Star approved the adoption of the New Apex 2021 Equity Incentive Plan (the “2021 Plan”), subject to approval by Northern Star stockholders. If the 2021 Plan is adopted by Northern Star’s stockholders, we will be able to make awards of long-term equity incentives, which we believe are critical for attracting, motivating, rewarding and retaining a talented team who will contribute to our success. In the event that the 2021 Plan is not approved by the stockholders of Northern Star, the 2021 Plan and any awards thereunder will be void and of no force or effect.

Purposes of the 2021 Plan

The purposes of the 2021 Plan are to (i) align the interests of New Apex’s stockholders and the recipients of awards under the 2021 Plan by increasing the proprietary interest of such recipients in New Apex’s growth and success, (ii) advance the interests of New Apex by attracting and retaining non- employee directors, officers, other employees, consultants, independent contractors and agents and (iii) motivate such persons to act in the long-term best interests of New Apex and its stockholders.

Description of the 2021 Plan

The following description is qualified in its entirety by reference to the plan document, a copy of which is attached as Annex C and incorporated into this proxy statement/consent solicitation statement/prospectus by reference.

Administration

The 2021 Plan will be administered by the compensation committee of the New Apex board of directors, or a subcommittee thereof, or such other committee designated by the New Apex board of directors (the “Plan Committee”), in each case consisting of two or more members of the New Apex board of directors. Each member of the Plan Committee is intended to be (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) “independent” within the meaning of the rules of the New York Stock Exchange.

Subject to the express provisions of the 2021 Plan, the Plan Committee has the authority to select eligible persons to receive awards and determine all of the terms and conditions of each award. All awards are evidenced by an agreement containing such provisions not inconsistent with the 2021 Plan as the Plan Committee approves. The Plan Committee also has authority to establish rules and regulations for administering the 2021 Plan and to decide questions of interpretation or application of any provision of the 2021 Plan. The Plan Committee may take any action such that (i) any outstanding options and stock appreciation rights (“SARs”) become exercisable in part or in full, (ii) all or any portion of a restriction period on any outstanding awards lapse, (iii) all or a portion of any performance period applicable to any awards lapse, and (iv) any performance measures applicable to any outstanding award be deemed satisfied at the target, maximum or any other level.

The Plan Committee may delegate some or all of its power and authority under the 2021 Plan to the New Apex board of directors (or any members thereof), a subcommittee of the New Apex board of directors, a member of the New Apex board of directors, the Chief Executive Officer or other executive officer of New Apex as the Plan Committee deems appropriate, except that it may not delegate its power and authority to a member of the New Apex board of directors, the Chief Executive Officer or any executive officer with regard to awards to persons subject to Section 16 of the Exchange Act.

Types of Awards

Under the 2021 Plan, New Apex may grant:

• Non-qualified stock options;

151

• Incentive stock options (within the meaning of Section 422 of the Code;

• SARs;

• Restricted stock, restricted stock units and other stock awards (collectively, “Stock Awards”); and

• Performance awards.

Available Shares

Subject to the capitalization adjustment provisions contained in the 2021 Plan, the number of shares of common stock initially available for awards under the 2021 Plan is equal to 10% of the aggregate number of shares of New Apex common stock outstanding at closing (the “Share Limit”). Subject to the capitalization adjustment provisions contained in the 2021 Plan, the number of shares of common stock that may be granted as incentive stock options is equal to 56,500,000. The closing price of a share of New Apex common stock as reported on the New York Stock Exchange on April 1, 2021 was $10.00 per share.

The number of available shares under the 2021 Plan will be reduced by the sum of the aggregate number of shares of common stock which become subject to outstanding awards. To the extent that shares of common stock subject to an outstanding award granted under the 2021 Plan are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award (excluding shares subject to an option canceled upon settlement of a related tandem SAR or subject to a tandem SAR cancelled upon exercise of a related option), or (ii) the settlement of such award in cash, then such shares will again be available for grant under the 2021 Plan. In addition, common stock subject to an award under the 2021 Plan will again be available for issuance under the 2021 Plan if such shares are (i) shares that were subject to an option or stock-settled SAR and were not issued or delivered upon the net settlement or net exercise of such option or SAR, or (ii) shares delivered to or withheld by New Apex to pay the purchase price or the withholding taxes related to an outstanding award. Notwithstanding the foregoing, shares repurchased by New Apex on the open market with the proceeds of an option exercise will not again be available for issuance under the 2021 Plan.

Change in Control

Unless otherwise provided in an award agreement, in the event of a change in control of New Apex, the New Apex board of directors (as constituted prior to such change in control) may, in its discretion, require that (i) some or all outstanding options and SARs will become exercisable in full or in part, either immediately or upon a subsequent termination of employment, (ii) the restriction period applicable to some or all outstanding Stock Awards will lapse in full or in part, either immediately or upon a subsequent termination of employment, (iii) the performance period applicable to some or all outstanding awards will lapse in full or in part, and (iv) the performance measures applicable to some or all outstanding awards will be deemed satisfied at the target, maximum or any other level. In addition, in the event of a change in control, the New Apex board of directors may, in its discretion, require that shares of capital stock of the company resulting from or succeeding the business of New Apex pursuant to such change in control, or the parent thereof, or other property be substituted for some or all of the shares of New Apex common stock subject to outstanding awards as determined by the New Apex board of directors, and/or require outstanding awards, in whole or in part, to be surrendered to New Apex in exchange for a payment of cash, shares of capital stock in the company resulting from the change in control, or the parent thereof, other property, or a combination of cash and shares or other property.

Under the terms of the 2021 Plan, a change in control is generally defined to include (i) certain acquisitions of more than 50% of New Apex’s then outstanding securities entitled to vote in the election of directors of New Apex, (ii) certain mergers, consolidations or reorganizations of New Apex, (iii) any transaction or series of transactions in which all or substantially all of New Apex’s assets are sold, or (iv) a change in the majority composition of New Apex’s board of directors other than with the approval of a majority of the incumbent directors.

152

Clawback of Awards

The awards granted under the 2021 Plan and any cash payment or shares of common stock delivered pursuant to an award are subject to forfeiture, recovery by New Apex or other action pursuant to the applicable award agreement or any clawback or recoupment policy which New Apex may adopt from time to time, including any such policy which New Apex may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

Effective Date, Termination and Amendment

The 2021 Plan will become effective as of the date of stockholder approval and will terminate on the 10th anniversary of the effective date of the 2021 Plan, unless earlier terminated by the New Apex board of directors. The New Apex board of directors may amend the 2021 Plan or any award agreement at any time, subject to any requirement of stockholder approval required by applicable law, rule or regulation, including any rule of the New York Stock Exchange, and provided that no amendment may be made that seeks to modify the non-employee director compensation limit under the 2021 Plan or that materially impairs the rights of a holder of an outstanding award without the consent of such holder, unless such amendment is made to comply with applicable law.

Eligibility

Participants in the 2021 Plan will consist of such officers, other employees, non-employee directors, consultants, independent contractors and agents of New Apex and its subsidiaries (and such persons who are expected to become any of the foregoing) as selected by the Plan Committee. The aggregate value of cash compensation and the grant date fair value of shares of common stock that may be awarded or granted during any fiscal year of New Apex to any non-employee director will not exceed $800,000 (or, in the case of the Company’s independent, non-executive Chair of the Board or lead independent director, $900,000); provided, however, that this limit will not apply to distributions of previously deferred compensation under a deferred compensation plan maintained by New Apex or compensation received by the director in his or her capacity as an executive officer or employee of New Apex.

It is anticipated that, as of the closing of the merger, approximately 420 employees and six non-employee directors will be eligible to participate in the 2021 Plan if selected by the Plan Committee to participate.

Stock Options and SARs

The 2021 Plan provides for the grant of stock options and SARs. The Plan Committee will determine the conditions to the exercisability of each option and SAR.

Each option will be exercisable for no more than 10 years after its date of grant. If the option is an incentive stock option and the optionee owns greater than 10% of the voting power of all shares of capital stock of New Apex (a “ten percent holder”), then the option will be exercisable for no more than five years after its date of grant. Except in the case of substitute awards granted in connection with a corporate transaction, the exercise price of an option will not be less than 100% of the fair market value of a share of New Apex common stock on the date of grant, unless the option is an incentive stock option and the optionee is a 10% holder, in which case the exercise price will not be less than the price required by the Code (currently 100% of fair market value).

No SAR granted in tandem with an option (a “tandem SAR”) will be exercised later than the expiration, cancellation, forfeiture or other termination of the related option, and no free-standing SAR will be exercised later than 10 years after its date of grant. Other than in the case of substitute awards granted in connection with a corporate transaction, the base price of a SAR will not be less than 100% of the fair market value of a share of New Apex common stock on the date of grant, provided that the base price of a tandem SAR will be the exercise

153

price of the related option. A SAR entitles the holder to receive upon exercise (subject to withholding taxes) shares of New Apex common stock (which may be restricted stock) or, to the extent provided in the award agreement, cash or a combination thereof, with an aggregate value equal to the difference between the fair market value of the shares of New Apex common stock on the exercise date and the base price of the SAR.

All of the terms relating to the exercise, cancellation or other disposition of stock options and SARs (i) upon a termination of employment of a participant with or service to New Apex of the holder of such award, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, are determined by the Plan Committee. Notwithstanding anything in the award agreement to the contrary, the holder of an option or SAR will not be entitled to receive dividend equivalents with respect to the shares of common stock subject to such option or SAR.

Stock Awards

The 2021 Plan provides for the grant of Stock Awards. The Plan Committee may grant a Stock Award as a restricted stock award, restricted stock unit award or other stock award. Restricted stock awards and restricted stock unit awards are subject to forfeiture if the holder does not remain continuously in the employment of New Apex or its subsidiaries during the restriction period or if specified performance measures (if any) are not attained during the performance period.

Unless otherwise set forth in a restricted stock award agreement, the holder of shares of restricted stock has rights as a stockholder of New Apex, including the right to vote and receive dividends with respect to shares of restricted stock and to participate in any capital adjustments applicable to all holders of New Apex common stock; provided, however, that (i) a distribution with respect to shares of New Apex common stock, other than a regular cash dividend, and (ii) a regular cash dividend with respect to shares of New Apex common stock that are subject to performance-based vesting conditions, in each case, will be deposited by New Apex and will be subject to the same restrictions as the restricted stock.

The agreement awarding restricted stock units will specify (i) whether such award may be settled in shares of New Apex common stock, cash or a combination thereof; and (ii) whether the holder will be entitled to receive, on a current or deferred basis, dividend equivalents, and, if determined by the Plan Committee, interest on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of shares of New Apex common stock subject to such award. Any dividend equivalents with respect to restricted stock units that are subject to performance-based vesting conditions will be subject to the same vesting conditions as the underlying awards. Prior to settlement of a restricted stock unit in shares of New Apex common stock, the holder of a restricted stock unit has no rights with respect to the shares of New Apex common stock subject to such award.

The Plan Committee is authorized to grant other stock awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of New Apex common stock, including without limitation shares of New Apex common stock granted as a bonus and not subject to any vesting conditions, dividend equivalents, deferred stock units, stock purchase rights and shares of New Apex common stock issued in lieu of obligations of New Apex to pay cash under any compensatory plan or arrangement, subject to such terms as determined by the Plan Committee. The Plan Committee will determine the terms and conditions of such awards. Any distribution, dividend or dividend equivalents with respect to other stock awards that are subject to performance-based besting conditions will be subject to the same vesting conditions as the underlying awards.

All of the terms relating to the satisfaction of performance measures and the termination of a restriction period or performance period relating to a Stock Award, or the forfeiture and cancellation of a Stock Award (i) upon a termination of employment with or service to New Apex or any of its subsidiaries of the holder of such award, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, will be determined by the Plan Committee.

154

Performance Awards

The 2021 Plan also provides for the grant of performance awards. The agreement relating to a performance award will specify whether such award may be settled in shares of New Apex common stock (including shares of restricted stock) or cash or a combination thereof. The agreement relating to a performance award will provide, in the manner determined by the Plan Committee, for the vesting of such performance award if the specified performance measures are satisfied or met during the specified performance period and for the forfeiture of such award if the specified performance measures are not satisfied or met during the specified performance period. Any dividends or dividend equivalents with respect to a performance award will be subject to the same performance-based vesting restrictions as such performance award. Prior to the settlement of a performance award in shares of common stock, the holder of such award has no rights as a stockholder of New Apex with respect to such shares.

All of the terms relating to the satisfaction of performance measures and the termination of a performance period, or the forfeiture and cancellation of a performance award upon (i) a termination of employment with or service to New Apex or any of its subsidiaries of the holder of such award, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, will be determined by the Plan Committee.

Performance Measures

Under the 2021 Plan, the grant, vesting, exercisability or payment of certain awards, or the receipt of shares of New Apex common stock subject to certain awards, may be made subject to the satisfaction of performance measures. The performance goals applicable to a particular award will be determined by the Plan Committee at the time of grant. One or more of the following business criteria for New Apex, on a consolidated basis, and/or for specified subsidiaries, business or geographical units or operating areas of New Apex or individual basis, may be used by the Plan Committee in establishing performance measures under the 2021 Plan: the attainment by a share of New Apex common stock of a specified fair market value for a specified period of time; increase in stockholder value; earnings per share; return on or net assets; return on equity; return on investments; attainment of a level of new customers; return on capital or invested capital; total stockholder return; earnings or income of New Apex before or after taxes and/or interest; earnings before interest, taxes, depreciation and amortization (“EBITDA”); EBITDA margin; operating income; revenues; operating expenses, attainment of expense levels or cost reduction goals; market share; cash flow, cash flow per share, cash flow margin or free cash flow; interest expense; economic value created; gross profit or margin; operating profit or margin; net cash provided by operations; price-to-earnings growth; and strategic business criteria, consisting of one or more objectives based on meeting specified goals relating to market penetration, customer acquisition, business expansion, cost targets, customer satisfaction, reductions in errors and omissions, reductions in lost business, management of employment practices and employee benefits, supervision of litigation, supervision of information technology, quality and quality audit scores, efficiency, and acquisitions or divestitures, any combination of the foregoing, or such other goals as the Plan Committee may determine whether or not listed in the 2021 Plan. Each goal may be determined on a pre-tax or post-tax basis or on an absolute or relative basis and may include comparisons based on current internal targets, the past performance of New Apex (including the performance of one or more subsidiaries, divisions, or operating units) or the past or current performance of other companies or market indices (or a combination of such past and current performance). Performance goals may include comparisons relating to capital (including, but not limited to, the cost of capital), stockholders’ equity, shares outstanding, assets or net assets, sales, or any combination thereof. In establishing a performance measure or determining the achievement of a performance measure, the Plan Committee may provide that achievement of the applicable performance measures may be amended or adjusted to include or exclude components of any performance measure, including, without limitation: (i) foreign exchange gains and losses; (ii) asset write-downs; (iii) acquisitions and divestitures; (iv) change in fiscal year; (v) unbudgeted capital expenditures; (vi) special charges such as restructuring or impairment charges; (vii) debt refinancing costs; (viii) extraordinary or noncash items; (ix) unusual, infrequently occurring, nonrecurring or one-time events affecting New Apex or its financial statements; or (x) changes in law or accounting principles.

155

Federal Income Tax Consequences

The following is a brief summary of certain United States federal income tax consequences generally arising with respect to awards under the 2021 Plan. This discussion does not address all aspects of the United States federal income tax consequences of participating in the 2021 Plan that may be relevant to participants in light of their personal investment or tax circumstances and does not discuss any state, local or non-United States tax consequences of participating in the 2021 Plan. Each participant is advised to consult his or her particular tax advisor concerning the application of the United States federal income tax laws to such participant’s particular situation, as well as the applicability and effect of any state, local or non-United States tax laws before taking any actions with respect to any awards.

Stock Options

A participant will not recognize taxable income at the time an option is granted and New Apex will not be entitled to a tax deduction at that time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) upon exercise of a non-qualified stock option equal to the excess of the fair market value of the shares purchased over their exercise price, and New Apex (or the applicable employer or service recipient) will be entitled to a corresponding deduction, subject to the limitations under Section 162(m) of the Code. A participant will not recognize income (except for purposes of the alternative minimum tax) upon exercise of an incentive stock option. If the shares acquired by exercise of an incentive stock option are held for the longer of two years from the date the option was granted and one year from the date it was exercised, any gain or loss arising from a subsequent disposition of those shares will be taxed as long-term capital gain or loss, and New Apex will not be entitled to any deduction. If, however, those shares are disposed of within the above-described period, then in the year of that disposition the participant will recognize compensation taxable as ordinary income equal to the excess of the lesser of (1) the amount realized upon that disposition, and (2) the excess of the fair market value of those shares on the date of exercise, over the exercise price, and New Apex (or the applicable employer or service recipient) will be entitled to a corresponding deduction, subject to the limitations under Section 162(m) of the Code.

SARs

A participant will not recognize taxable income at the time SARs are granted and New Apex will not be entitled to a tax deduction at that time. Upon exercise, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares delivered and the amount of cash paid by New Apex, and New Apex (or the applicable employer or service recipient) will be entitled to a corresponding deduction, subject to the limitations under Section 162(m) of the Code.

Stock Awards

A participant will not recognize taxable income at the time restricted stock is granted and New Apex will not be entitled to a tax deduction at that time, unless the participant makes an election to be taxed at that time. If such election is made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of the grant in an amount equal to the excess of the fair market value for the shares at such time over the amount, if any, paid for those shares. If such election is not made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time the restrictions constituting a substantial risk of forfeiture lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for those shares. The amount of ordinary income recognized by making the above-described election or upon the lapse of restrictions constituting a substantial risk of forfeiture is deductible by New Apex (or the applicable employer or service recipient) as compensation expense, subject to the limitations under Section 162(m) of the Code. In addition, a participant receiving dividends with respect to restricted stock for

156

which the above-described election has not been made and prior to the time the restrictions constituting a substantial risk of forfeiture lapse will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee), rather than dividend income, in an amount equal to the dividends paid and New Apex (or the applicable employer or service recipient) will be entitled to a corresponding deduction, subject to the limitations under Section 162(m) of the Code.

A participant will not recognize taxable income at the time a restricted stock unit is granted and New Apex will not be entitled to a tax deduction at that time. Upon settlement of restricted stock units, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares delivered and the amount of any cash paid by New Apex, and New Apex (or the applicable employer or service recipient) will be entitled to a corresponding deduction, subject to the limitations under Section 162(m) of the Code.

The tax consequences of any other type of Stock Award will depend on the structure and form of such award. A participant who receives a Stock Award in the form of shares of New Apex common stock that are not subject to any restrictions under the 2021 Plan will recognize compensation taxable as ordinary income on the date of grant in an amount equal to the fair market value of such shares on that date, and New Apex (or the applicable employer or service recipient) will be entitled to a corresponding deduction, subject to the limitations under Section 162(m) of the Code.

Performance Awards

A participant will not recognize taxable income at the time performance awards are granted and New Apex will not be entitled to a tax deduction at that time. Upon settlement of performance awards, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares delivered and the amount of cash paid by New Apex, and New Apex (or the applicable employer or service recipient) will be entitled to a corresponding deduction, subject to the limitations under Section 162(m) of the Code.

New Plan Benefits

The number of stock options and other forms of awards that will be granted under the 2021 Plan is not currently determinable.

Equity Compensation Plan Information

As of December 31, 2020, Northern Star had no equity compensation plans or outstanding equity awards.

Vote Required for Approval

The affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class at a meeting at which quorum is present is required to approve the 2021 Plan Proposal.

Notwithstanding the approval of the 2021 Plan Proposal, if the Mergers are not consummated for any reason, the actions contemplated by the 2021 Plan Proposal will not be effected.

Recommendation of the Northern Star Board of Directors

NORTHERN STAR’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITS STOCKHOLDERS VOTE “FOR” THE INCENTIVE PLAN PROPOSAL.

157

THE ADJOURNMENT PROPOSAL

The adjournment proposal allows Northern Star’s board of directors to submit a proposal to adjourn the special meeting to a later date or dates if it is determined by the officer presiding over the special meeting that more time is necessary for Northern Star to consummate the Mergers and the other transactions contemplated by the Merger Agreement. In no event will Northern Star solicit proxies to adjourn the special meeting or consummate the Mergers beyond the date by which it may properly do so under the Merger Agreement or its amended and restated certificate of incorporation (in either case, as the same may be amended from time to time) and Delaware law. The purpose of the adjournment proposal is to provide more time to consummate the Business Combination. The presiding officer may present the adjournment proposal if Northern Star is unable to consummate the Business Combination for any reason. See the section entitled “The Business Combination Proposal—Interests of the Sponsor and Northern Star’s Directors and Officers in the Business Combination.”

In addition to an adjournment of the special meeting upon approval of an adjournment proposal, any officer of Northern Star entitled to preside at or to act as secretary of such meeting is empowered by the Northern Star bylaws to postpone the meeting pursuant to the Northern Star bylaws if Northern Star is unable to consummate the Business Combination for any reason.

Consequences if the Adjournment Proposal is not Approved

If an adjournment proposal is presented to the meeting and is not approved by the stockholders, Northern Star’s board of directors may not be able to adjourn the special meeting to a later date if Northern Star is unable to consummate the Business Combination (because either the business combination proposal is not approved or the conditions to consummating the Business Combination have not been met). In such event, the Business Combination would not be completed.

Required Vote

Adoption of the adjournment proposal requires the affirmative vote of a majority of the issued and outstanding common stock represented in person or by proxy at the meeting and entitled to vote thereon.

Adoption of the adjournment proposal is not conditioned upon the adoption of any of the other proposals.

NORTHERN STAR’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT NORTHERN STAR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

158

OTHER INFORMATION RELATED TO NORTHERN STAR

Introduction

Northern Star was incorporated under the laws of the State of Delaware on November 12, 2020 for the purpose of effecting a merger, share purchase, reorganization or other similar business combination with one or more businesses or entities. Northern Star’s efforts to identify a prospective target business were not limited to any particular industry or geographic region but intended to focus on companies in the media, technology, beauty, e-commerce and online sectors. Prior to executing the Merger Agreement, Northern Star’s efforts were limited to organizational activities, completion of its initial public offering and the evaluation of possible business combinations.

Initial Public Offering and Simultaneous Private Placement

On January 28, 2021, Northern Star closed its initial public offering of 40,000,000 units, including a partial exercise by the underwriter of its over-allotment option in the amount of 5,000,000 units, with each unit consisting of one share of Class A Common Stock, $.0001 par value, and one-fifth of one redeemable warrant, with each whole warrant entitling the holder to purchase one share of Class A Common Stock at a price of $11.50 commencing on the later of January 28, 2022 and 30 days after the consummation of an initial business combination. The units from Northern Star’s initial public offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $400,000,000. Simultaneously with the consummation of its initial public offering, Northern Star consummated the private sale of 9,750,000 private warrants at $1.00 per warrant generating gross proceeds of $9.75 million. A total of $400,000,000 was deposited into the trust account and the remaining proceeds, net of underwriting discounts and commissions and other costs and expenses, became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. Northern Star’s initial public offering was conducted pursuant to a registration statement on Form S-1 (Registration Nos. 333-251921 and 333-252421) that became effective on January 25, 2021.

Northern Star may withdraw from the trust account interest earned on the funds held therein necessary to pay its income taxes, if any. Except for the withdrawal of interest to pay our tax obligations and up to $100,000 that may be released to us for liquidation expenses and subject to the requirements of law and regulation, these proceeds will not be released until the earlier of the completion of an initial business combination and Northern Star’s redemption of 100% of the outstanding public shares upon its failure to consummate a business combination within the required time period.

Fair Market Value of Target Business

The target business or businesses that Northern Star acquires must collectively have a fair market value equal to at least 80% of the assets held in the trust account (net of amounts previously disbursed to management for tax obligations and working capital purposes and excluding the amount of deferred underwriting discounts held in trust) at the time of the execution of a definitive agreement for its initial business combination, although Northern Star may acquire a target business whose fair market value significantly exceeds 80% of the trust account balance. Northern Star’s board of directors determined that this test was met in connection with the proposed business combination with Apex Fintech as described in the section entitled “The Business Combination Proposal” above.

Stockholder Approval of Business Combination

Northern Star must provide its public stockholders with the opportunity to convert all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether Northern Star seeks stockholder approval of a proposed business combination or conducts a tender offer is made

159

by its management, solely in their discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require stockholder approval under the applicable law or stock exchange listing requirement. Because the Business Combination with Apex Fintech requires stockholder approval under the rules of the NYSE, Northern Star will seek to obtain stockholder approval of the Business Combination at the special meeting and public stockholders may seek to have their public shares redeemed for cash in accordance with the procedures set forth in this proxy statement/prospectus.

Voting Restrictions in Connection with Stockholder Meeting

In connection with any vote for a proposed business combination, including the vote with respect to the business combination proposal, the Sponsor and Northern Star’s officers and directors have each agreed to vote their founder shares as well as any common stock acquired by them in the aftermarket in favor of such proposed Business Combination.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Northern Star or its securities, the Sponsor, Northern Star’s officers and directors, Apex Fintech, Apex Fintech’s members and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from them in the future, or they may enter into transactions with such persons and others to provide them with incentives to acquire common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirement that the holders of a majority of the shares entitled to vote at the special meeting to approve the business combination proposal vote in its favor and that the conditions to the closing of the Mergers (such as the condition that the New Apex common stock be listed on the NYSE) otherwise will be met, where it appears that such requirements or conditions would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of founder shares for nominal value.

Entering into any such arrangements may have a depressive effect on the shares of New Apex common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the business combination proposal and the other proposals to be presented at the special meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that the conditions to the closing of the Mergers (such as the condition that the New Apex common stock be listed on the NYSE) would be met.

No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/prospectus. Northern Star will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Liquidation if No Business Combination

Under Northern Star’s current amended and restated certificate of incorporation, if Northern Star does not complete the Business Combination with Apex Fintech or another initial business combination by January 28,

160

2023 (or such later date as may be approved by Northern Star stockholders in an amendment to its amended and restated certificate of incorporation), Northern Star will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account and not previously released to Northern Star (less up to $100,000 of interest to pay liquidation expenses and which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and its board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii), to Northern Star’s obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. At such time, the warrants will expire. Holders of warrants will receive nothing upon a liquidation with respect to such rights and the warrants will be worthless.

Each of the Sponsor and Northern Star’s officers and directors has agreed to waive its rights to participate in any distribution from Northern Star’s trust account or other assets with respect to the founder shares. There will be no distribution from the trust account with respect to Northern Star’s warrants, which will expire worthless if Northern Star is liquidated.

The proceeds deposited in the trust account could, however, become subject to the claims of Northern Star’s creditors which would be prior to the claims of the Northern Star public stockholders. Although Northern Star has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses Northern Star has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, and although Northern Star will seek such waivers from vendors it engages in the future, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court would uphold the validity of such agreements. The Sponsor has agreed that it will be liable under certain circumstances to pay debts and obligations to target businesses or vendors or other entities that are owed money by Northern Star for services rendered or contracted for or products sold to it, but Northern Star cannot ensure that the Sponsor will be able to satisfy its indemnification obligations if it is required to do so. Additionally there are two exceptions to the Sponsor’s personal indemnity: the Sponsor will have no personal liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with Northern Star waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (2) as to any claims under the indemnity with the underwriters of Northern Star’s initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, the Sponsor will not be liable to the Northern Star public stockholders and instead will only have liability to Northern Star. Furthermore, the Sponsor may not be able to satisfy its indemnification obligations if it is required to as the Sponsor’s only assets are securities of Northern Star and Northern Star has not taken any further steps to ensure that the Sponsor will be able to satisfy any indemnification obligations that arise. Accordingly, the actual per-share redemption price could be less than approximately $10.00, plus interest, due to claims of creditors. Additionally, if Northern Star is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if Northern Star otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in Northern Star’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Northern Star’s stockholders. To the extent any bankruptcy claims deplete the trust account, Northern Star cannot assure you it will be able to return to the Northern Star public stockholders at least approximately $10.00 per share. Northern Star’s public stockholders are entitled to receive funds from the trust account only in the event of its failure to complete a business combination within the required time periods or if the stockholders properly seek to have Northern Star redeem their respective shares for cash upon a business combination which is actually completed by Northern Star. In no other circumstances does a stockholder have any right or interest of any kind to or in the trust account.

161

If Northern Star is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor, creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Northern Star’s stockholders. Because Northern Star intends to distribute the proceeds held in the trust account to its public stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, Northern Star’s board of directors may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and Apex Fintech to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Northern Star cannot assure you that claims will not be brought against it for these reasons.

Northern Star will pay the costs of any subsequent liquidation from its remaining assets outside of the trust account plus the up to $100,000 of interest earned on the funds in the trust account that Northern Star may use for liquidation and dissolution expenses.

Employees

Northern Star has three executive officers. These individuals are not obligated to devote any specific number of hours to Northern Star’s matters and intend to devote only as much time as they deem necessary to its affairs. Northern Star does not intend to have any full time employees prior to the closing of the Business Combination.

Facilities

Upon the closing of the Business Combination, the principal executive offices of Northern Star will be those of Apex.

Directors and Executive Officers

Northern Star’s current directors and executive officers are as follows:

Name	Age		Position
Joanna Coles		58	Chairperson of the Board and Chief Executive Officer
Jonathan J. Ledecky		63	President, Chief Operating Officer and Director
James H.R. Brady		56	Chief Financial Officer
Kirsten A. Green		48	Director
David Shapiro		50	Director
Maryann Turcke		55	Director

See “The Director Election Proposal—Information about Executive Officers, Directors and Nominees” for a biography of Ms. Coles.

Jonathan J. Ledecky has served as Northern Star’s President and Chief Operating Officer and as a member of its board of directors since its inception. Mr. Ledecky has been a co-owner of the National Hockey League’s New York Islanders franchise since October 2014. He also serves as an Alternate Governor on the Board of Governors of the NHL and as President of NY Hockey Holdings LLC. Mr. Ledecky has served as chairman of Ironbound Partners Fund LLC, a private investment management fund, since March 1999. He is also the President, Chief Operating Officer and director of Northern Star Acquisition Corp. (“Northern Star I”), a blank check company like Northern Star that raised $254,350,000 in its initial public offering in November 2020. In December 2020, Northern Star I entered into a definitive agreement for a business combination with Barkbox, Inc., a vertically integrated, data driven, omnichannel brand serving dogs across the four key categories of Play, Food, Health, and Home. Mr. Ledecky is also the President, Chief Operating Officer and director of Northern Star Investment Corp.

162

III and Northern Star Investment Corp. IV, each a blank check company like Northern Star that raised $400,000,000 in its initial public offering in March 2021 and is currently searching for an initial business combination. He is also Chairman of the Board of Pivotal Investment Corporation III (“Pivotal III”), a blank check company like Northern Star that consummated its initial public offering in February 2021 raising $276,000,000 and is currently searching for an initial business combination. He was also the Chief Executive Officer and chairman of the board of directors of Pivotal II, a blank check company like our company that raised $230,000,000 in its initial public offering in July 2019 and consummated its initial business combination with XL, a leading provider of fleet electrification solutions for Class 2-6 commercial vehicles in North America, in December 2020. Mr. Ledecky has continued to serve on the board of directors of XL following the merger. Mr. Ledecky was also Chief Executive Officer and chairman of the board of directors of Pivotal I, a blank check company like our company that raised $230,000,000 in its initial public offering in February 2019. In December 2019, Pivotal I consummated its initial business combination with KLDiscovery, a provider of software and services that help protect corporations from a range of information governance, compliance and data issues. Mr. Ledecky has also served as President and a director of Newtown Lane Holdings, Incorporated, a blank check company, since October 2015. In February 2021, Newtown Lane entered into a definitive agreement for a business combination with Cyxtera Cybersecurity, Inc. (doing business as Appgate). Mr. Ledecky also served as a member of the board of directors of Propel Media, Inc., a digital media holding company, from January 2015 to January 2019. From July 2005 to December 2007, Mr. Ledecky served as president, secretary and a director of Endeavor Acquisition Corp., a blank check company that completed its initial business combination with American Apparel, Inc. From January 2007 to May 2009, he served as president, secretary and a director of Victory Acquisition Corp., a blank check company that was unable to consummate an initial business combination. He also served as president, secretary and a director of Triplecrown Acquisition Corp., a blank check company, from June 2007 until it completed its initial business combination with Cullen Agricultural Technologies, Inc. in October 2009. During 2007, he also served as president, secretary and director of Grand Slam Acquisition Corp., Performance Acquisition Corp. and Endeavour International Acquisition Corp., three similarly structured blank check companies that never completed their initial public offerings due to market conditions at the time. Mr. Ledecky founded U.S. Office Products in October 1994 and served as its chief executive officer until November 1997 and as its chairman until its sale in June 1998. U.S. Office Products was one of the fastest start-up entrants in the history of the Fortune 500 with sales in excess of $3 billion within its first three years of operation. From 1999 to 2001, Mr. Ledecky was vice chairman of Lincoln Holdings, owners of the Washington sports franchises in the NBA, NHL and WNBA. In addition to the foregoing, Mr. Ledecky served as chairman of the board and chief executive officer of Consolidation Capital Corporation from its formation in February 1997 until March 2000 when it merged with Group Maintenance America Corporation. Mr. Ledecky also has served as a trustee of George Washington University, a director of the U.S. Chamber of Commerce and a commissioner on the National Commission on Entrepreneurship and served as a trustee of the U.S. Olympic and Paralympic Foundation. In 2004, Mr. Ledecky was elected the Chief Marshal of the 2004 Harvard University Commencement, an honor bestowed by his alumni peers for a 25th reunion graduate deemed to have made exceptional contributions to Harvard and the greater society while achieving outstanding professional success. Mr. Ledecky received a B.A. (cum laude) from Harvard University in 1979 and a M.B.A. from the Harvard Business School in 1983.

James H.R. Brady has served as Northern Star’s Chief Financial Officer since its inception. He has also served as Chief Financial Officer of Northern Star Acquisition Corp. since July 2020 and of Northern Star Investment Corp. III since November 2020 and of Northern Star Investment Corp. IV since November 2020. He has also served as Chief Financial Officer of Pivotal Investment Corporation III since October 2020. He also served as Chief Financial Officer of Pivotal Investment Corporation II from its inception until its merger with XL and served as Chief Financial Officer of Pivotal Investment Corporation from September 2018 until its merger with KLDiscovery. Since 2014, Mr. Brady has provided financial and strategic services to growth companies. Since 2017, he has served as Chief Financial Officer of Airside Mobile, a technology company. From 2014 to 2017, he was Vice President for VSL Pharmaceuticals, a probiotic company. From 2013 to 2014, Mr. Brady was the Chief Financial Officer and General Counsel of Sweetgreen, a high-growth healthy, fast casual restaurant chain. From 2011 to 2013, Mr. Brady was Executive Vice President – Finance and Legal for Audax Health Solutions, a digital

163

health/social media company. From 2009 to 2011, he was Executive Counsel of ODIN Technologies, a RFID software company. Mr. Brady previously served as a corporate and securities attorney with the firms of Hogan & Hartson and Hunton & Williams. Mr. Brady received a BA from the College of William and Mary, a JD from the George Washington National Law Center and a MBA from Darden Graduate School of Business at the University of Virginia.

Kirsten A. Green has served as a member of Northern Star’s board of directors since January 2021. Ms. Green is the founder and Managing Partner of Forerunner Ventures, a venture capital firm she founded in 2010. Prior to founding Forerunner, Ms. Green was an equity research analyst and investor at Banc of America Securities, formerly Montgomery Securities. Ms. Green began her career at Deloitte & Touche LLP where she earned her CPA license. Ms. Green currently serves on the board of directors of Nordstrom, Inc. (NYSE: JWN) and has served as a member of the board of directors of numerous private companies since 2013. Ms. Green has been honored in Time’s 100 Most Influential People, named a Top 20 Venture Capitalists by The New York Times in 2018 and 2017, is part of Forbes’ 2020, 2019, 2018 and 2017 Midas Lists, in addition to being named in the magazine’s World’s 100 Most Powerful Women. She was named VC of the Year at TechCrunch’s 2017 Crunchies Awards and listed on Vanity Fair’s New Establishment list. Ms. Green is a founding member of the female mentorship collective, All Raise, and actively champions women in the tech industry. Ms. Green graduated from UCLA with a B.A. in Business Economics, and has earned a CPA license and a CFA certification.

David Shapiro has served as a member of Northern Star’s board of directors since January 2021. Since November 2020, Mr. Shapiro has been providing consulting services to Northern Star Acquisition Corp. Mr. Shapiro was affiliated with Propel Media from October 2011 until December 2020, most recently serving as its Chief Operating Officer from April 2016 to December 2020. Mr. Shapiro also served in a variety of other capacities while at Propel Media and its subsidiaries, including as Chief Corporate Development Officer, General Counsel and Executive Vice President, Business & Legal Affairs. While at Propel Media, Mr. Shapiro was responsible for the company’s acquisition of DeepIntent, a high-growth healthcare marketing technology platform. From September 2008 to October 2011, Mr. Shapiro served as a consultant to media and Internet companies. From May 2006 to September 2008, Mr. Shapiro served as the Senior Vice President, Business & Legal Affairs and Secretary to DIC Entertainment, a publicly traded, children’s entertainment company that was sold in 2008. Prior to that, Mr. Shapiro was a member of the Office of the CEO and the Head of Corporate Projects and Initiatives at LRN Corporation, a leading provider of technology-enabled ethics and corporate governance solutions, and a corporate attorney at Wilson Sonsini Goodrich and Rosati, where he specialized in venture capital financings and mergers and acquisitions for public and private technology companies. Earlier in his career, he served as an Assistant District Attorney in the Manhattan District Attorney’s Office. Mr. Shapiro graduated with honors from Harvard Law School and received a Master’s degree in Public Policy from the Eagleton Institute of Politics and a Bachelor of Arts degree in Politics from Brandeis University, where he graduated Phi Beta Kappa.

Maryann Turcke has served as a member of Northern Star’s board of directors since January 2021. Since September 2020, Ms. Turcke has served as a Senior Advisor to Brookfield Asset Management in its infrastructure division. In this capacity, she serves the $500 billion dollar asset manager as an advisor to the boards of portfolio companies in the areas of telecommunication, railroads, data centers and other technology assets. Ms. Turcke has also served as a Senior Advisor to the National Football League since September 2020 advising the Commissioner and his leadership team in various areas across the league. In addition, Ms. Turcke is a Director on the board of the Royal Bank of Canada. Prior to her advisory roles, Ms. Turcke was the Chief Operating Officer of the NFL from January 2018 to September 2020. In this capacity she oversaw broad and digital media assets, NFL Network, brand, global events and corporate functions including human resources, and public and government affairs. From April 2017 to January 2018, she was the President of the NFL Network in charge of digital media, NFL films and IT. She previously worked as a civil engineer, consultant, and IT operations manager before joining Bell Canada Enterprises (“BCE”) in 2005. BCE is a publicly traded Canadian holding company for the Bell Canada group of companies, which includes telecommunications providers and various mass media assets under its subsidiary Bell Media Inc. There, she had assumed various management

164

roles, including president of Bell Media from 2014 to 2017. In 2017, she was hired by the National Football League to lead its digital media division, and was promoted to chief operating officer of the NFL the following year. Ms. Turcke was named to the Top 100 list of Canada’s Most Powerful Women by the Women’s Executive Network (WXN) in 2009, 2010, 2012, and 2013, and was inducted into the WXN Hall of Fame in 2013. Ms. Turcke received a bachelor’s degree in civil engineering from Queen’s University, a master’s degree in engineering from the University of Toronto and a MBA from the Queen’s School of Business.

Northern Star Executive Officer and Director Compensation

Northern Star is an “emerging growth company,” as defined in the JOBS Act and the following is intended to comply with the scaled back disclosure requirements applicable to emerging growth companies. No executive officer of Northern Star has received any cash compensation for services rendered to Northern Star although Northern Star may pay consulting, finder or success fees to its officers, directors, stockholders or their affiliates for assisting it in consummating its initial business combination. These officers, directors and stockholders will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on Northern Star’s behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations, as well as traveling to and from the offices, plants, or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by Northern Star.

After the Business Combination, members of Northern Star’s management team who remain with the combined company may be paid consulting, management, or other fees from the combined company. Such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K, to the extent required by the SEC.

Since its formation, Northern Star has not granted any stock options or stock appreciation rights or any other awards under long-term incentive plans to any of its executive officers or directors.

Legal Proceedings

There is no material litigation, arbitration, governmental proceeding or any other legal proceeding currently pending or known to be contemplated against Northern Star, and Northern Star has not been subject to any such proceeding in the 10 years preceding the date of this proxy statement/prospectus.

Periodic Reporting and Audited Financial Statements

Northern Star has registered its securities under the Exchange Act and has reporting obligations, including the requirement to file annual and quarterly reports with the SEC. In accordance with the requirements of the Exchange Act, Northern Star’s annual reports contain financial statements audited and reported on by Northern Star’s independent registered public accounting firm.

Northern Star’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of Northern Star’s financial condition and results of operations should be read in conjunction with Northern Star’s consolidated financial statements and notes to those statements included elsewhere in this proxy statement/prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” and “Risk Factors” in this proxy statement/prospectus.

Results of Operations

Northern Star has not engaged in any operations nor generated any revenues to date. Its only activities through December 31, 2020 were organizational activities, those necessary to prepare for its initial public offering,

165

described below, and, after its initial public offering, identifying a target company for a business combination. Northern Star does not expect to generate any operating revenues until after the completion of its business combination. Northern Star generates non-operating income in the form of interest income on marketable securities held in the trust account. It incurs expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Financial Condition and Liquidity

On January 28, 2021, Northern Star closed its initial public offering of 40,000,000 units, including a partial exercise by the underwriter of its over-allotment option in the amount of 5,000,000 units, with each unit consisting of one share of Class A Common Stock and one-fifth of one redeemable warrant, with each whole warrant entitling the holder to purchase one share of Class A Common Stock at a price of $11.50 commencing on the later of January 28, 2022 and 30 days after the consummation of an initial business combination. The units from Northern Star’s initial public offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $400,000,000.

Simultaneously with the consummation of its initial public offering, Northern Star consummated the private sale of 9,750,000 private warrants at $1.00 per warrant generating gross proceeds of $9.75 million. A total of $400,000,000 was deposited into the trust account and the remaining proceeds, net of underwriting discounts and commissions and other costs and expenses, became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. Northern Star’s initial public offering was conducted pursuant to a registration statement on Form S-1 (Registration Nos. 333-251921 and 333-252421) that became effective on January 25, 2021.

As of January 28, 2021 and April 5, 2021, there was approximately $400,000,000 and $400,013,473 respectively, held in the trust account (including approximately $0 and $13,473 respectively, of interest income and unrealized gains) consisting of U.S. Treasury Bills with a maturity of 185 days or less. Northern Star intends to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less deferred underwriting commissions and income taxes payable), to complete a business combination. Northern Star may withdraw interest to pay taxes. Through April 2, 2021, Northern Star had not withdrawn any interest earned on the trust account to pay its franchise and income taxes. To the extent that its capital stock or debt is used, in whole or in part, as consideration to complete a business combination, as in the case of the Business Combination with Apex Fintech, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of January 28, 2021 and April 5, 2021, Northern Star had cash of $1,517,305 and $995,918 respectively, held outside the Trust Account. Northern Star’s working capital held outside the trust account has been used, and Northern Star intends to continue to use such funds, primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

Northern Star has principally financed its operations from inception using proceeds from the sale of equity securities to stockholders prior to its initial public offering and such amount of proceeds from its initial public offering that were placed in an account outside of the trust account for working capital purposes, interest that has been earned on the funds in the trust account released for working capital needs, and through working capital loans from Northern Star’s Sponsor, officers, directors or their affiliates.

Northern Star believes it will have sufficient cash to meet its needs through the earlier of the consummation of a business combination or January 28, 2023 (or such later date as may be approved by Northern Star stockholders

166

in an amendment to its amended and restated certificate of incorporation), the date that Northern Star will be required to cease all operations except for the purpose of winding up, if a business combination is not consummated. If Northern Star’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, it may have insufficient funds available to operate its business prior to the consummation of the initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the Sponsor or Northern Star’s officers and directors or their respective affiliates may, but are not obligated to, loan Northern Star funds as may be required. If Northern Star completes its initial business combination, it would repay such loaned amounts. In the event that the initial business combination does not close, Northern Star may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Any such loans will be incurred only as reasonably required by the operation of Northern Star in due course on a non-interest basis and repayable in cash at the closing of the Mergers. Prior to the completion of an initial business combination, Northern Star does not expect to seek loans from parties other than from the Sponsor and Northern Star’s officers and directors or their respective affiliates as Northern Star does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the trust account.

Off-Balance Sheet Arrangements

Northern Star did not have any off-balance sheet arrangements as of December 31, 2020.

Contractual Obligations

Northern Star does not have any long-term indebtedness, capital lease obligations, operating lease obligations or long-term liabilities, other than described below.

The underwriters of Northern Star’s initial public offering are entitled to a deferred fee of $0.35 per Unit, or $14,000,000 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that Northern Star fails to complete an initial business combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. Northern Star has identified the following critical accounting policies:

Class A Common Stock Subject to Possible Redemption

Northern Star accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A Common Stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Northern Star’s Class A Common Stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A Common Stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our condensed consolidated balance sheet.

167

Net Loss Per Common Share

Northern Star applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the trust account earnings. Northern Star’s net loss is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the trust account and not Northern Star’s income or losses.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on Northern Star’s condensed consolidated financial statements.

Independent Auditors’ Fees

Marcum acts as Northern Star’s independent registered public accounting firm. The following is a summary of fees paid or to be paid to Marcum for services rendered.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings. The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, and other required filings with the SEC for the period from November 12, 2020 (inception) through December 31, 2020 totaled $63,625. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Marcum for consultations concerning financial accounting and reporting standards for the period from November 12, 2020 (inception) through December 31, 2020.

Tax Fees. We did not pay Marcum for tax planning and tax advice for the period from November 12, 2020 (inception) through December 31, 2020.

All Other Fees. We did not pay Marcum for other services for the period from November 12, 2020 (inception) through December 31, 2020.

Since Northern Star’s audit committee was not formed until January 28, 2021, the audit committee did not pre-approve any of the foregoing services that were incurred prior to such date, although any services rendered prior to the formation of the audit committee were reviewed and ratified by Northern Star’s board of directors. In accordance with Section 10A(i) of the Exchange Act, before Northern Star engages its independent accountant to render audit or non-audit services on a going-forward basis, the engagement will be approved by its audit committee.

168

BUSINESS OF APEX FINTECH

Unless the context otherwise requires, all references in this section to “the Company,” “we,” “us,” or “our” refer to Apex Fintech and its subsidiaries prior to the consummation of the Business Combination, which will be the business of New Apex following the consummation of the Business Combination.

Overview

Apex Fintech Solutions LLC (“Apex Fintech”) is the “fintech for fintechs” — the business-to-business (“B2B”) platform that powers innovation in fintech, investing, and wealth management. We provide a modern, mission-critical suite of solutions to our clients, in turn enabling them to revolutionize digital finance and democratize investing. We believe there are no other players that provide the depth and breadth of custody, clearing and crypto services we provide as a tech-enabled, turnkey solution.

Apex Fintech is made up of a team of innovators – a mindset that has shaped our culture and permeates our product and service offering. We pioneered the development and enablement of the solutions that drive the digitalization and democratization of financial services today. We were pioneers in robo investing (2012), commission-free investing (2013), automated account opening (2014), fractional share trading capabilities (2018), seamless crypto trading (2019) and turnkey brokerage solutions (2020), among other market-first offerings. Our innovative ethos continues to define our product roadmap, keeping us at the forefront of the industry’s evolution.

Our proprietary technology platform is cutting-edge, flexible and scalable. Unlike peers that are beholden to legacy technology stacks, struggling to keep up with rapidly evolving client and customer expectations in an ever-increasing digital world, our platform is modern and nimble. For example, whereas traditional brokerage account opening is measured in days (typically 5-7 days), Apex’s paperless, all-digital account opening is measured in seconds (typically around 10 seconds). We connect to clients primarily through real time API-based protocols, which are highly efficient and facilitate our clients’ speed to market and ongoing innovation.

Custody and clearing is a scale-driven business with high barriers to entry, including expansive overhead and technology costs, complicated capital and collateral management requirements, and a complex regulatory and legal environment. Legacy providers do not offer our combination of flexibility, speed, execution, and broad asset-class capabilities.

Our leading-edge platform makes us the trusted partner for a broad spectrum of clients, from industry disruptors like Stash, SoFi, WeBull, Ally and, eToro, to more traditional companies like Franklin Templeton. More than 200 clients rely on our platform to support more than 14.6 million customers—including approximately 1.6 million crypto accounts as of March 31, 2021—which demonstrates the scalability and relevance of our offering. As our clients grow, we adapt to their needs and provide the solutions they desire, such as: individual account opening with no paperwork typically in 10 seconds rather than days, instant account funding instead of 3-5 days, real time fractional share trading, efficient basket trading, real time digital cash movements, a variety of account types, access to lending capabilities for equities and cash and integrated cryptocurrency trading. It is a testament to our enduring customer relationships that since 2016 Apex Fintech has only lost one client involuntarily for reasons other than the shut-down of the client’s business.

Our efforts have been recognized by industry benchmarks and awards, such as Top Wealth Management Company at FinTech Breakthrough Awards every year since 2018, Most Innovative Companies at 2021 Fast Company Awards, Best Wealth Management Software at 2020 Benzinga Global FinTech Awards, Best Wealth Management Solution at 2020 Finovate Awards, and Best Clearing House at 2020 Waters Rankings.

Proven Performance

Apex Fintech delivered strong growth, scale and profitability during the year ended December 31, 2020, achieving 106% revenue growth compared to the year ended December 31, 2019, while generating net income of

169

$50.3 million and adjusted EBITDA of $85 million. Our revenue levers can be broken into two buckets—transactional, which are those reliant on customer activity, and recurring, such as platform minimums, asset-based fees and margin and securities lending.

As demonstrated by our financial performance, we achieved strong growth in a pandemic-impacted 2020. We quickly implemented remote work arrangements, minimizing disruption to our day-to-day business operations. Additionally, our clients were net beneficiaries of the increased volatility and trading volumes recently experienced in the securities markets, which, in turn, drove accelerated account creation and more transactions on our platform. In 2020, we saw a 61% increase in net assets, 55% increase in customers, and 119% increase in trade volume. We have also demonstrated strong business momentum so far in 2021, adding 13 new clients, $18 billion in new assets and approximately 4.3 million new accounts in the first quarter of 2021 – with 3.2 million new accounts opened by customers aged 40 and under.

Our Addressable Market

Our current addressable market is massive, growing, and supported by secular trends. According to Tiburon, there are over $45 trillion of investable assets in the United States alone across the segments we serve today: online brokerages, traditional advisory firms and companies providing online advice. Our target market spans both disruptive FinTechs, such as Public, Ally, Stash, Webull, SoFi and Betterment, and more-traditional advisory firms, such as Franklin Templeton and Marcus by Goldman Sachs. We currently have penetrated only approximately $100 billion of our addressable market, which is less than 1% of the overall estimated market. We believe we are poised to capture a greater share of assets as both incumbent advisory firms and FinTech disruptors seek to offer modern investing solutions to customers.

Further, we expect to benefit from the ongoing transfer of wealth from older to younger consumers. Cerulli reports that approximately $68 trillion of household assets will transfer to Gen X, Millennial, and Gen Z investors over the next 25 years. These investors have come to rely on the digital and frictionless experiences that Apex has pioneered and continues to power. Additionally, we also have a large base of Millennial and Gen Z investors, serving almost 9.4 million customers between the ages of 18 and 40 alone as of March 31, 2021. Hearts and Wallets estimates that as of August 2020, there are 18 million non-retirement taxable brokerage accounts owned by people under 45 in the United States. Based on this estimate, 41% of those accounts are at Apex Fintech.

170

Finally, we anticipate increasing our addressable market further as we grow internationally and potentially expand into adjacencies such as banking infrastructure, asset management technology, insurtech and data aggregation.

Our growth strategy

Technology has opened up financial services to new users and changed expectations for customers of legacy financial services firms. Both expect a modern and frictionless financial services experience that Apex Fintech is well positioned to power.

Apex Fintech is a trusted partner to many of the fintech firms who are democratizing investing and financial services. Our platform and services are mission-critical to our clients, given the complexities of investing infrastructure, the complications around collateral and capital requirements, and the complicated regulatory landscape. We benefit as new fintech firms launch and existing firms scale, often outpacing legacy financial firms in their own categories.

Consumer expectations for a one-stop shop for their investing, banking, spending, insurance and borrowing needs is driving the convergence of financial services. As a result, financial companies that traditionally operated as single-product specialists (e.g., savings-focused platform, lending-focused platform) are now seeking to integrate trading and investing capabilities into their broader offering. Further, we are observing increased interest from non-financial services firms (e.g., consumer retail firms) in leveraging their brand and customer reach to offer financial services as a means to drive incremental revenue and customer engagement. Apex Fintech is well positioned to provide the “investing-as-a-service” platform these firms require to develop such offerings.

Incumbents in the wealth ecosystem, such as traditional wealth advisors, are trying to digitalize their investment management offerings and better meet the digital demands of their existing end customer and potential new Millennial and Gen Z customers. We have the platform to provide that digital-first solution, help automate their legacy infrastructure and eliminate their existing paper-based processes.

Grow our base of clients organically and through channel partners

Attracting and acquiring new clients is a key growth driver for our business. In 2020, we successfully onboarded 38 new clients, representing a 35% increase over 2019 and as of March 31, 2021, we successfully onboarded 13 new clients in 2021. We attribute the differentiation of our platform and technology as the primary contributors to continued growth in our new client additions. Looking ahead, those attributes – combined with the rapidly accelerating demand for digital solutions – are expected to drive further growth in our client base. For new market entrants and digital disruptors, we believe the breadth of our turnkey solution, reputation and speed at which we can bring a client’s offering to market positions us well to win new clients. With respect to the

171

traditional wealth advisor landscape, we expect to be a beneficiary of clients seeking to transition to a new provider that can offer the digital-focused solutions required to compete in the rapidly changing environment.

In addition to direct organic client growth, we see opportunity for incremental growth through channel partner referrals. Today, Apex Fintech partners with over 40 firms throughout the investing value chain. These relationships can serve as a new client referral source, effectively extending our sales teams’ reach – at no incremental cost. Our expectation is that growth in partner count and their referrals will continue to drive cost-effective client growth.

Grow our clients’ revenue

We succeed when our clients succeed. The more assets, services or transactions that customers direct through our platform, the more revenue we - and our clients - generate. By continuing to innovate and enhance our product offering, we will continue to add more products, capabilities, and functionality for our clients, which in turn allows our clients to drive growth in their business. We provide the tools that streamline the complex aspects of custody and clearing, allowing our clients to focus on attracting new end customers as well as growing their share of wallet from existing ones.

Expansion of platform capabilities

We intend to expand our B2B capabilities beyond digital custody and clearing, in line with our vision to become the trusted technology provider that drives modernization in the financial services industry. The launch of Apex Extend, our turnkey brokerage solution described further below, is our first step to move up the wealth-technology value chain.

In the future, we also will consider moving into verticals adjacent to digital investing, such as banking infrastructure, front office advisory SaaS, asset management technology, insurtech and data aggregation. Finally, we will look for opportunities to directly provide complementary services, such as tax reporting, to our clients and customers as part of our overall strategy to improve, extend and control as much of our technology offering as possible.

Pursue international expansion opportunities

While our operations have been U.S.-focused to date, we see tremendous opportunity to grow our business and total addressable market by expanding into international markets. As we assess international opportunities, we believe our core competencies and operational excellence position us well to win in new markets, many of which are experiencing secular tailwinds similar to what we are seeing in the United States (e.g., growth of mobile and digital solutions). Initially, we will focus on serving international clients seeking to access United States markets. Over time, we plan to expand our expertise to support local market trading and investing.

Identify and execute strategic acquisitions

We expect to selectively pursue acquisitions that we believe will create value for our shareholders. We will evaluate acquisition opportunities based on a number of strategic parameters, including their ability to (i) enhance our product capabilities, (ii) broaden our client reach, (iii) drive further scale, (iv) increase our presence in new geographies, and (v) generate attractive financial returns. We will also weigh the potential benefits from an acquisition against other alternatives, such as building similar capabilities in-house or partnering with third parties.

We are experienced and disciplined acquirers as demonstrated first and foremost by the acquisition and turnaround of Apex from Penson Worldwide, followed by the acquisition and turnaround of the previously unprofitable Electronic Transaction Clearing, now known as Apex Pro. Further, PEAK6, the largest shareholder

172

and long-time private owner of Apex Fintech, will continue to provide strategic support services pursuant to contracts in place, including deal sourcing and execution assistance. PEAK6 has acquired and monetized numerous operating companies including National Flood Services, Evil Geniuses, and, most recently, Hardcastle Trading.

Product offerings

Apex Fintech offers clients the flexibility to choose from a variety of pre-built suites that serve a wide range of business models. For example, clients who do not wish to build a complete user interface can opt for Apex Extend. Apex Extend is a turnkey brokerage solution, offering highly configurable front office functions for launching and running investing applications and advisory platforms. This offering “extends” beyond our “back” and “middle” office roots into white-labeled customer facing experience. Customers that choose Apex Extend also take advantage of our “middle” and “back” office offerings to ensure smooth processes around risk management, profit and loss, account maintenance, and more.

Back and Middle Office Solutions

Apex Fintech has automated and digitized many “back office” and “middle office” processes that were typically manual paper based process, creating a seamless and unified experience for our clients. Typically, new financial services firms or advisors would need to individually source multiple middle and back office solutions from multiple vendors. By partnering with us, our clients get a seamless and unified middle and back office experience that includes our proprietary technology plus a curated suite of third-party solutions.    

We offer a full range of technical services that support the mission-critical functions needed to run a modern financial services company. This best-in-class self-service platform provides clients with the operational online tools they need, including:

• Trading: Flexible suite of APIs enabling clients to execute across all major asset classes, including fractional share trading, and stock locate support

• Crypto: API-driven trading of multiple cryptocurrencies, cost basis tracking, real-time positions and balances, easily integrated by our clients into single user experience, along with their other stocks, bonds, and mutual funds holdings.

• Lending: Integrated and automated margin lending and fully paid stock lending program. Previously only available to the largest firms, professional investors, and wealthiest shareholders, Apex Fintech has expanded the availability of fully paid stock lending (and its income generating interest).

• Portfolios: APIs allowing clients to build portfolio models, assign them to accounts and automate rebalancing trade proposal generation, including straight through processing of order execution and

173

trade allocation to maximize operational efficiency. These are essential tools for financial advisors, as well as robo-advisor platforms for do-it-yourself investors.

• Accounts: Everything clients need to open, authenticate, qualify, approve, onboard and maintain accounts including in-line investor verification, applicant verification, risk and compliance management, suitability requirements, paperless enrollments, and account preference configurations.

• Cash: APIs to streamline cash movements in every direction, including ACH and wire transactions, recurring scheduled transfers, authorizing and managing bank linkages and more. Efficiency and scale is achieved by aggregation and net settlement workflows for real time transfers of cash with banking partners.

• Transfers: APIs to streamline, initiate, manage and report on Automated Customer Account Transfer Service account transfers. Provides transparency and controls to enable specific user business requirements. This is a critical onboarding capability for Apex Fintech clients to bring on high quality customers who hold assets elsewhere.

• Tax: Essential services that deliver timely and accurate cost basis calculations, end-of-year tax reporting, complicated corporate actions (dividends, splits, reverse-splits, mergers, symbol changes) and more.

• Regulations: Apex Fintech provides consolidated oversight and services for relevant regulations applicable to brokerage and investment services. These laws, rules, regulations and requirements are ever-changing and include back-end compliance processes and regulatory requirements like Consolidated Audit Trail and Order Audit Trail System reporting, compliance with Reg 606 (Best Execution), trade surveillance and anti-money laundering rules. This is an often-underestimated burden for fintech disruptors.

• Communications: Everything that allows clients to manage and distribute end investor communications including electronic delivery of trade confirmations, statements, tax reporting and more.

Asset Classes Supported:

Apex Fintech is one of the few places that clients can go to access both traditional securities and cryptocurrencies in a tightly integrated client experience between the two platforms while still maintaining the appropriate regulatory environment. Investors should be able to treat cryptocurrencies like any other investment class, but there is still high friction and barriers separating the two asset classes today. Apex Fintech has broken down those barriers to make a seamless experience between the two, while working closely with regulators for transparency and compliance in the evolving regulatory landscape of this cryptocurrency – a popular, but new, asset class.

174

Revenue Sources

We have a deep understanding of customer behavior that we use to create pricing that sets both ourselves and our clients up for success. We do this by adjusting our diverse set of revenue levers to fit the wide spectrum of customer account types we serve. This also ensures our objectives are always aligned with those of our clients. Our revenue levers can be broken into two buckets, transactional and recurring. The transactional buckets are reliant upon customer-driven activity that results in fees being paid. Examples of these are clearing, execution, banking, confirms, prospectus, account maintenance and more. In contrast, the recurring revenue streams are generated simply by acting as the custodian of customer assets. Examples of these are platform minimums, asset-based fees, credit and debit balances, securities lending, statements, tax, proxy, and more. Since all revenue streams can be tied back to the account, we believe the best proxy for future revenue is the number of customer accounts on our platform.

Clients

Our client ecosystem encompasses a broad array of firms, including innovative fintechs, which operate in industries experiencing secular growth and provide services aligned with our purpose of making investing easy and accessible for all. Our clients generally own the user interface with the end customer and decide ‘what’ products to provide and the ‘who’ to market to and acquire as customers. The ‘who’ ranges from the first-time investor through ultra-high net worth customers. The ‘what’ determines the type of service offering, such as single stock trading, fractional share trading, options, futures, fixed income, mutual funds/ETFs, cryptocurrency, robo-advisory, direct indexing or traditional advisory. We provide the ‘how,’ which today is the digital custody and clearing solutions that underpin our clients’ digital investing tools.

Our clients include wealth tech platforms, traditional wealth managers, professional traders and firms empowering consumer brands representing more than 14.6 million individual accounts as of March 31, 2021. Examples of fintechs that use Apex Fintech’s digital custody and clearing products include Webull, Stash, Sofi, Ally Invest and Betterment.

175

As our clients expand and become more successful, they add new end investors to the platform, driving more assets and transactions and ultimately more revenue to our client partners and to Apex Fintech. We consider our clients’ success to be one of the most potent drivers of our business model.

Additionally, we often serve multiple clients competing in the same sub-vertical, positioning us to win regardless of which firms ultimately succeed. This makes Apex Fintech the neutral facilitator, tethered to growth of the broader sub-vertical but relatively agnostic to the eventual winners.

Competition

We believe we are unique in our ability to deliver a complete and modern platform that gives our clients the flexibility, speed, risk-management expertise, and scale they need to grow. While several participants offer a subset of our solutions, we do not believe any single competitor has a comparable modern platform or ability to offer a truly frictionless digital investing experience.

Our organization is led by a seasoned team of industry executives. Collectively, our executive officers boast an average of over 25 years of experience spanning every facet of the technology, investing, custody and clearing lifecycle. The team has held leadership and operational roles at firms such Google, Pershing, Citrix, Microsoft, Morningstar, and Goldman Sachs, among others. Our executives carry deep knowledge of the ecosystem and clients we serve and draw on their prior experiences on a daily basis to ensure Apex Fintech is being managed in a prudent, thoughtful and client-centric manner. Clearing and custody is a highly regulated and complex business, and we believe that our experience through many different market events and cycles coupled with world-class technological prowess provides us an advantage over our competitors.

Large trust banks as well as large financial firms have historically been the providers of clearing and custody services. We believe their solutions are more limited and expensive for clients because of their legacy technology, analog processes, outdated compliance processes, and less flexible architecture. For clients, this translates to slower account opening and funding, higher embedded costs and limited flexibility.

In contrast to these legacy custodians, Apex Fintech makes use of highly virtualized, largely Linux-based systems operating in a hybrid cloud model using cloud infrastructure as well as private data centers for redundancy.

Government Regulation

Our brokerage businesses are extensively regulated by U.S. federal and state regulators, numerous exchanges and self-regulatory organizations of which our subsidiaries are members. In the current era of heightened regulation of financial institutions, the industry is experiencing increased compliance costs, and we are no different.

176

Additionally, our cryptocurrency business is currently regulated primarily by state regulators, and we expect the regulatory landscape to continue to evolve, which might mean oversight by one or more new or existing federal, state or other regulators in the future.

Overview

As registered U.S. broker-dealers, Apex and Apex Pro are subject to the rules and regulations of the Exchange Act, and as members of various exchanges, we are also subject to such exchanges’ rules and requirements. Additionally, Apex is subject to the Commodity Exchange Act and rules promulgated by the Commodity Futures Trading Commission (“CFTC”) and the various commodity exchanges of which it is a member. We are also subject to the requirements of various self-regulatory organizations such as the Financial Industry Regulatory Authority (“FINRA”) and the National Futures Association (“NFA”).

U.S. broker-dealers and futures commission merchants are subject to laws, rules and regulations that cover all aspects of the securities and derivatives business, including:

• sales practices;

• “know your customer” requirements;

• trade practices;

• use and safekeeping of customers’ funds and securities;

• capital structure;

• risk management;

• record-keeping;

• financing of customers’ purchases;

• conduct of directors, officers and employees;

• cybersecurity; and

• privacy.

In addition, the businesses that we may conduct are limited by our arrangements with and our oversight by regulators. Participation in new business lines, including trading of new products or participation on new exchanges or in new jurisdictions often requires governmental and/or exchange approvals, which may take significant time and resources. As a result, we may be prevented from entering new businesses that may be profitable in a timely manner, or at all.

As certain of our subsidiaries are members of FINRA, we are subject to regulations regarding changes in control of our ownership. FINRA Rule 1017 generally provides that FINRA approval must be obtained in connection with any transaction resulting in a change in control of a member firm. FINRA defines control as ownership of 25% or more of the firm’s equity by a single entity or person and would include a change in control of a parent company. As a result of these regulations, our future efforts to sell shares or raise additional capital may be delayed or prohibited by FINRA.

Apex Crypto is registered with the Financial Crimes Enforcement Network (“FinCEN”) as a Money Service Business (“MSB”) and holds Money Transmission Licenses (or other relevant state licenses governing virtual currency, such as New York Department of Financial Services’ BitLicense) in many states. State statutes and requirements for virtual currency businesses vary by state, but for those states that regulate virtual currency, compliance obligations generally include:

• “know your customer” requirements;

• transaction monitoring and reporting;

177

• custody controls / protection of customer assets;

• financial stability and reporting;

• information security; and

• business continuity and disaster recovery.

Changes in cryptocurrency products or services we offer, changes to our business structure, or new or changing state requirements may result in licensing requirements in additional states and/or advance approvals from our state regulators. In addition, state or federal regulators could limit or ban trading in cryptocurrencies. As a result, we may be prevented from entering new businesses area or product that may be profitable in a timely manner, or at all.

Net Capital Rule

The SEC, FINRA, CFTC and various other regulatory agencies within the United States have stringent rules and regulations with respect to the maintenance of specific levels of net capital by regulated entities. Generally, a broker-dealer’s capital is its net worth plus qualified subordinated debt less deductions for certain types of assets. The Net Capital Rule requires that at least a minimum part of a broker-dealer’s assets be maintained in a relatively liquid form.

If these net capital rules are changed or expanded, or if there is an unusually large charge against our net capital, our operations that require the intensive use of capital would be limited. A large operating loss or charge against our net capital could adversely affect our ability to expand or even maintain these current levels of business, which could have a material adverse effect on our business and financial condition.

The United States regulators impose rules that require notification when net capital falls below certain predefined criteria. These rules also dictate the ratio of debt-to-equity in the regulatory capital composition of a broker-dealer, and constrain the ability of a broker-dealer to expand its business under certain circumstances. If a firm fails to maintain the required net capital, it may be subject to suspension or revocation of registration by the applicable regulatory agency, and suspension or expulsion by these regulators could ultimately lead to the firm’s liquidation. Additionally, the Net Capital Rule and certain FINRA rules impose requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to United States regulators and approval from FINRA for certain capital withdrawals.

As of December 31, 2020, we maintained capital levels well in excess of regulatory requirements.

Apex and Apex Pro are subject to the Uniform Net Capital Rule (Rule 15c3-1) under the Exchange Act and to the CFTC’s minimum financial requirements (Regulation 1.17) The table below summarizes capital, capital requirements and excess regulatory capital as of December 31, 2020.

As of December 31, 2020, all of the operating subsidiaries were in compliance with their respective regulatory capital requirements.

Protection of Customer Assets

To conduct customer activities, Apex and Apex Pro are obligated under rules mandated by its primary regulators, the SEC and the CFTC, to segregate cash or qualified securities belonging to customers. In accordance with the Exchange Act, Apex and Apex Pro are required to maintain separate bank accounts for the exclusive benefit of customers and comply with custody and reserve requirements of the SEC’s Customer Protection Rule (Rule 15c3-3).

178

Supervision and Compliance

Our Compliance Department supports and seeks to ensure proper operations of our business in accordance with applicable regulatory requirements. The philosophy of the Compliance Department, and the Company as a whole, is to build automated systems to try to minimize manual steps in the compliance process and then to augment these systems with experienced staff members who apply their judgment where needed. We have built or licensed automated systems to handle wide-ranging compliance issues such as trade and audit trail reporting, financial operations reporting, enforcement of short sale rules, enforcement of margin rules and pattern day trading restrictions, review of employee activities and correspondence, archival of required records, execution quality and order routing reports, approval and documentation of new customer accounts, surveillance of customer trading for market manipulation or abuse or violations of exchange rules, and anti-money laundering and anti-fraud surveillance. Our automated operations and automated compliance systems provide substantial efficiencies to our Compliance Department. As part of this continuing effort, we have implemented a new case management and surveillance system, and increased our Compliance staffing over the past several years to meet the growing regulatory burdens faced by all industry participants.

Our brokerage subsidiaries have a Chief Compliance Officer who reports to the Chief Executive Officer or business head for the respective subsidiary. The Chief Compliance Officer and certain other senior staff members are FINRA and NFA registered principals with supervisory responsibility over the compliance aspects of our businesses. Similar roles are undertaken by staff in certain non-United States locations as well. Staff members in many areas are also registered with FINRA, NFA or other regulatory organizations.

Patriot Act and Increased Anti-Money Laundering (“AML”) and “Know Your Customer” Obligations

Financial services firms traditionally have been subject to a variety of rules that require that they “know their customers” and monitor their customers’ transactions for suspicious activities. The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”) augmented the Bank Secrecy Act of 1970 (“BSA”), which now imposes even more stringent requirements on financial services firms. Likewise, the SEC, CFTC, foreign regulators, and the various exchanges and self-regulatory organizations, of which our operating subsidiaries are members, have passed numerous AML and customer due diligence rules that comport to provisions of the BSA. Significant criminal and civil penalties can be imposed for violations of the USA Patriot Act and/or BSA, and significant fines and regulatory penalties can also be imposed for violations of other governmental and self-regulatory organization AML rules.

As required by the USA Patriot Act and other rules, we have established comprehensive anti-money laundering and customer identification procedures, designated AML Compliance Officers for each brokerage and virtual currency subsidiary, trained our employees and conducted independent audits of our programs. Our anti-money laundering screening is conducted using a mix of automated and manual reviews and has been structured to comply with regulations in various jurisdictions. We collect required information through our new account opening process and screen accounts against databases for the purposes of identity verification and for review of potential negative information and appearance on government lists, including the Office of Foreign Assets and Control, Specially Designated Nationals and Blocked Persons lists and several other global or non-U.S. sanction lists. Additionally, we have designed and implemented restrictions to prevent certain types of high-risk activity, including potentially manipulative patterns of trading or higher risk patterns of money movement. We generate and review a sophisticated suite of surveillance reports and queues to identify potential money laundering, market manipulation or abuse, fraud and other suspicious activities.

Dodd-Frank Reform Act

The Dodd-Frank Wall Street Reform and Consumer Protection Act imposes strict reporting and disclosure requirements on the financial services industry. We maintain a robust system for evidence of our supervisory

179

review of controls over financial reporting and management monitors accounting and regulatory rulemaking developments for their potential effect on our financial statements and internal controls over financial reporting.

Business Continuity Planning

Federal regulators and industry self-regulatory organizations have passed a series of rules in the past several years requiring regulated firms to maintain business continuity plans that describe what actions firms would take in the event of a disaster (such as a fire, natural disaster or terrorist incident) that might significantly disrupt operations. We have developed business continuity plans that describe steps that we and our employees would take in the event of various scenarios. We have built backup capabilities for key operations performed at our locations that would be utilized in the event of a significant outage at our main data center or primary office locations. In addition, we have strengthened our technical infrastructure and have built redundancy of some systems so that certain operations can be handled from multiple offices or remotely. In light of the COVID-19 pandemic, we have substantially enhanced this infrastructure and our remote access capabilities so that most employees, including all with critical job functions, can work remotely. We continually evaluate opportunities to further our business continuity planning efforts.

Legal Proceedings

Apex is a defendant in a series of putative class actions arising out of the same alleged conduct captioned as Cheng v. Ally Financial Inc., et al, Case No. 3:21-cv-00781 filed in the United States District Court for the Northern District of California; Clapp and Redfield v. Ally Financial Inc., et al, Case No. 3:21-cv-00896 filed in the United States District Court for the Northern District of California; Dechirico v. Ally Financial, et al, Case No. 1:21-cv-00677 filed in the U.S. District Court for the Eastern District of New York; Ross v Ally Financial Inc., et al, Civil Action No. 4:21-cv-00292 filed in the United States District Court for the Southern District of Texas; and Fox v. Ally Financial, et al, Case No. 0:21-cv-00689 filed in the United States District Court for the District of Minnesota in 2021 (collectively, the “Antitrust Matters”). Plaintiffs allege that Apex, along with over 30 other brokerages, trading firms and/or clearing firms, including Morgan Stanley, E*Trade, Interactive Brokers, Charles Schwab, Robinhood, Barclays, Citadel and DTCC engaged in a coordinated conspiracy in violation of anti-trust laws to prevent retail customers from operating and trading freely in a conspiracy to allow certain of the other defendants, primarily hedge funds, to stop losing money on short sale positions in GameStop, AMC and certain other securities. The matters were brought as class actions alleging violations of federal and state anti-trust laws, unfair competition and dissemination of untrue and misleading statements as well as negligence, breach of fiduciary duty, constructive fraud and breach of implied covenants of good faith and fair dealing. These cases are in the preliminary phases. Although there can be no assurance as to the ultimate disposition of the Antitrust Matters, Apex denies liability to the plaintiffs and the putative class members, believes that it has meritorious defenses against the plaintiffs’ claims, and intends to vigorously defend itself.

In connection with Apex’s pause of allowing customers to establish new positions of AMC, GME and KOSS stock from approximately 10:30 a.m. Central time until approximately 1:55 p.m. Central time on January 28, 2021, the Office of the Attorney General of the States of Texas and New Jersey have requested information and issued civil investigative demands to Apex. Apex is cooperating in these matters.

Apex Pro, ETC Processing Technologies LLC and ETC Global Holdings, Inc. (collectively, the “ETC Defendants”) are defendants in the matter captioned as InteliClear, LLC v ETC Global Holdings, Inc., et al., filed in the United States District Court for the Central District of California (the “District Court”) in 2018. The plaintiff in this matter alleges that the ETC Defendants misappropriated trade secrets under the Defend Trade Secrets Act and California Uniform Trade Secrets Act, breached a contract with plaintiff and engaged in unfair competition. The claims relate to the development of a proprietary software system developed by the ETC Defendants to replace plaintiff’s services. On June 28, 2019, the District Court granted the ETC Defendants summary judgment, dismissing all claims. The plaintiff appealed the decision to the United States Court of Appeals for the Ninth Circuit (the “Ninth Circuit”). The Ninth Circuit reversed the District Court’s grant of

180

summary judgment on October 15, 2020, and returned the case to the District Court. The case is currently in the discovery phase. Although there can be no assurance as to the ultimate disposition of this matter, the ETC Defendants deny liability and intend to vigorously defend themselves.

Apex filed a lawsuit in October 2019 against Axos Clearing for trademark infringement regarding Axos’ use of a logo and name similar to Apex’s. Apex for many years has used the mark APEX CLEARING with a stylized “X,” and, in 2019, Axos changed its name to “Axos Clearing” and began using the mark AXOS CLEARING, also with a stylized “X” and for certain services that are identical to those provided by Apex. Subsequently, the parent company of Axos, Axos Bank, filed a countersuit against Apex in January 2020, alleging that Apex had utilized a logo with a similar stylized “X” to that used by Axos and seeking damages in connection with that use. The lawsuits were consolidated in March 2020 and are near the end of the discovery phase of litigation. Although there can be no assurance as to the ultimate disposition of this matter, Apex believes Axos’ claims are not valid and, even if they were, resulted in no/nominal damage to Axos as such use by Apex was only for a three-week period.

Apex Pro is the defendant in a FINRA arbitration matter captioned Facilitatory, LLC f/k/a Demostrate, LLC and Vaticine Limited v. Electronic Transaction Clearing, Inc., Case No. No. 20-03897 (the “Former Customer Matter”). In connection with the Market Reg Matter (as defined below), Apex Pro received a request for documents and information from FINRA relating to two then-current customers of Apex Pro, Facilitatory, LLC f/k/a Demostrate, LLC and Vaticine Limited (collectively, the “Former Customers”) as part of a FINRA investigation into the Former Customers regarding their potentially manipulative activity, including layering and spoofing. In response to a subsequent and similar request from NYSE and NASDAQ, and at the request of NYSE and NASDAQ, Apex Pro terminated its relationship with the Former Customers in December 2019. In connection with the termination of the Former Customers, Apex Pro retained as indemnity approximately $3,087,878.51 from the Former Customers. In November 2020, the Former Customers filed the Former Customer Matter with FINRA alleging (i) that Apex Pro converted funds of the Former Customers by not returning such funds when their customer agreements were terminated by Apex Pro and (ii) Apex Pro engaged in a fraudulent scheme in routing orders of the Former Customers in a manner that disadvantaged them. Apex Pro denies any such allegations and, in particular, believes it has the contractual right to withhold such funds and the “fraudulent scheme” claim is time barred and meritless as Apex Pro did not direct the Former Customers’ order flows; rather, they directed their own flow, as they had direct market access through Apex Pro.

Apex Pro is the subject of an ongoing investigation by FINRA in coordination with various securities exchanges including NYSE and NASDAQ related to potentially manipulative trading activity by the Former Customers for the period from January 1, 2017 to December 31, 2018 (including layering, spoofing, and market dominance at the close and open) (the “Market Reg Matter”). As noted above, Apex Pro terminated its relationship with the Former Customers in December 2019. Apex Pro has been cooperating with FINRA and the exchanges in connection with their investigation into the Market Reg Matter, including through document production. FINRA has conducted on the record testimonies of current and former Apex Pro personnel. As a result of the Market Reg Matter, FINRA also is conducting a related anti-money laundering investigation into client activity. While the activity at issue is client-driven activity, Apex Pro provided sponsored access (i.e., direct access to exchanges bypassing Apex Pro systems) to the Former Clients and has anti-money laundering responsibilities and, therefore, could be responsible for such client activity. Apex Pro desires to reach a voluntary resolution of the Market Reg Matter, including the related anti-money laundering investigation, upon the conclusion of the FINRA investigations. No assurances can be given that a mutual settlement with FINRA and the relevant securities exchanges can be reached or that any amount paid in settlement will not be material.

In connection with the Market Reg Matter described above, the FINRA’s Enforcement Division is also conducting reviews, in conjunction with FINRA’s Department of Market Regulation on the basis of referrals from various exchanges of allegations against Apex Pro related to erroneous orders being sent into market venues, such as unapproved ISOs, erroneous prices and duplicative orders. Related to those issues are matters of the pre-trade settings, their effectiveness, justification and whether Apex Pro has direct and exclusive control of

181

the vendor systems utilized as risk software. The matters have not been officially referred to FINRA’s Enforcement Division for disposition, but there have been numerous requests and responses as well as on the record testimonies of Apex Pro personnel. It is possible that this matter will be officially referred to FINRA’s Enforcement Division.

FINRA has also referred to its Enforcement Division a matter related to Regulation SHO regarding order marking and locates activity and the supervision thereof by Apex Pro from 2013 through 2016, after years of the matter appearing dormant. FINRA also referred a separate matter relating to Regulation SHO supervision to its Enforcement Division in December 2020. No assurances can be given that a mutual settlement with FINRA regarding these Regulation SHO matters can be reached or that any amount paid in settlement will not be material.

Regardless of the final outcome, defending lawsuits, claims, government investigations, and proceedings in which we are involved is costly and can impose a significant burden on management and employees, and there can be no assurances that favorable final outcomes will be obtained.

Intellectual Property

We seek to protect our intellectual property by relying on a combination of federal, state and common law in the United States, as well as on contractual measures. We use a variety of means, such as trademarks and trade secrets, to protect our intellectual property. We also place appropriate restrictions on our proprietary information to control access and prevent unauthorized disclosures, a key part of our broader risk management strategy.

We have registered several trademarks related to our name, such as “Apex Clearing”, and “Apex Pro”, as well as certain Apex products, such as “Apex Extend” We believe our name, logo, motto and products are important brand identifiers for our members and enterprise partners.

Properties

We primarily operate through a network of leased properties, including office spaces, all within the United States. Where possible, such as in Chicago and New York City, we share office space leased by PEAK6. We believe our existing facilities are adequate to meet our current business requirements and that we will be able to find suitable space to accommodate any potential future expansion. Although the majority of our employees who utilize our office spaces are currently working remotely due to the COVID-19 pandemic, as of the date of this filing we still intend to occupy our various physical locations when conditions safely permit.

Our leased properties, including the portion of properties leased by PEAK6 that we utilize, total approximately 77,399 square feet, with the most significant properties as follows:

Location	Approximate Square Footage
Dallas	38,768
New York	6,387 (Partial Shared Office)
Chicago	3,545 (Partial Shared Office)
Portland	12,759
Los Angeles	15,940

Human Capital Resources

Our top priority is building a durable culture reflecting high ethics, hard work, diversity and a company where people love where they work. Our employee initiatives are designed to support, develop and inspire employees, ultimately unlocking the potential of the organization, driving excellence across the business and solidifying Apex Fintech as a top career destination where people love to work.

182

Our core values that guide our culture and employee development include:

• Embodying Apex Fintech’s culture and values to ensure everyone feels welcome, included and able to contribute;

• Integrating a diversity and inclusion lens, including through our founding of Fintech in Action, a coalition of action oriented businesses and individuals founded to accelerate progress, innovation and opportunity in fintech and finance for Black students and professionals;

• Guiding team members regarding where they are and where they are going in their careers — and giving them the tools and resources to get there;

• Supporting managers to become effective people leaders;

• Providing fair, relevant and competitive compensation and benefits to a dynamic workforce with diverse needs; and

• Leveraging data to better understand the employee experience and measure our success.

Diversity and Inclusion

Our Diversity and Inclusion objective is to be a company where each of us genuinely belongs, is respected and valued, and can do our best work, and where diversity and inclusion is a competitive advantage. We take this to heart not just within Apex Fintech but also within the broader fintech community. To that end, we founded Fintech in Action in 2020 and partnered with 26 other firms to seek to provide internship opportunities for historically underrepresented groups.

To help achieve our internal goals, we focus on attraction, retention and development at all levels. This means that we will ensure fair and transparent processes in talent assessment and hiring, performance management and career progression and retention. We are working to create a stronger sense of inclusion and belonging for Apex Fintech employees in general with a lens on representation. Engagement and belonging are fueled by having a meaningful connection to others and opportunities to grow and develop our careers. Across all of these dimensions, we are committed to building programs, systems and tools that foster greater belonging.

Through Fintech in Action, we have also invested in formalizing a program to expose high school and college students to the fintech community through internships to help bring talent to Apex Fintech and the industry in general.

We intend to continue to invest and further develop our manager training and support to ensure that all managers — those promoted, developing or hired — understand how to manage, keeping our Diversity and Inclusion principles top of mind in every aspect of their role.

Training and Manager Excellence

We believe strongly in investing in our employees throughout the employee lifecycle. Great care is taken to onboard new hires and set them up for success, both in terms of a broad understanding of Apex Fintech’s mission, values, products and services, as well as role-specific development. To this end, we offer an onboarding educational series regarding clearing and custody that all current and new hires go through and on-going development, including: company-level all hands meetings, monthly programming on a diverse range of topics spanning general business updates to developmental topics, and other opportunities for learning from internal and external speakers, including financial wellness and personal wellness topics.

We also offer ongoing learning opportunities for our people managers to ensure they are well equipped to support their employees. In addition, we offer training on our compensation philosophy and tools, manager effectiveness and other basic ongoing processes administered by the people team.

183

Compensation

Our compensation programs are designed to attract, retain and motivate talented, deeply qualified and committed individuals who believe in our mission, while rewarding employees for long-term value creation. We have a pay-for-performance culture in which employee compensation is aligned to company performance, as well as individual contributions and impacts. Our equity program aligns employee compensation to the long-term interests of our shareholders, while encouraging them to think and act like owners. While we are still evolving our programs and practices, we strive for a fair, competitive, transparent and equitable approach in recognizing and rewarding our employees.

Health and Wellness

The health and wellness of our employees and their families is integral to Apex Fintech’s success. We have a comprehensive benefits program to support the physical, mental and financial wellbeing of our employees. We have two core medical plans in which Apex Fintech pays 93% (HDHP) and 80% (PPO), respectively, of the monthly premiums. In addition to core medical, we offer maternity and paternity benefits to help employees who are looking to grow their family. To support the mental health of our employees, we offer clinical care providers at no cost to them. Our tuition reimbursement programs provide financial support to our employees that allows them to advance their education and pay off existing student loan debt.

In response to the COVID-19 pandemic, we transitioned to a remote workforce to help protect the health and wellness of our employees while continuing to provide the proper support to our clients and customers. We recognize that these are trying times for everyone, including our employees. To support our employees through this time, we introduced additional programs focused on mental and physical health, and balancing the demand of work and personal family needs.

Employee Experience and Data

As of December 31, 2020, we employed approximately 400 employees, primarily located in Texas, Illinois, California, Oregon, New York and New Jersey. None of our employees are currently represented by a labor union or have terms of employment that are subject to a collective bargaining agreement. We consider our relationship with our employees to be good and have not historically experienced any work stoppages.

184

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the audited combined consolidated financial statements and the related notes included elsewhere in this proxy statement/prospectus. In addition to historical information, the following discussion also contains forward-looking statements that include numerous risks and uncertainties, including, but not limited to, those described under “Risk Factors”. Actual results may differ materially from those contained in any forward-looking statements. Please refer to “Forward-Looking Statements” for more information on such statements.

Business Overview

Apex Fintech Solutions LLC (“Apex Fintech”) is the “fintech for fintechs.” We are the business-to-business (“B2B”) platform that powers innovation in fintech, investing, and wealth management. We provide a modern, mission-critical suite of solutions to our clients, in turn powering them to revolutionize digital finance and democratize investing. Our proprietary technology platform is cutting-edge, flexible and scalable. We connect to clients primarily through real time API-based protocols, which are highly efficient and facilitate their speed to market. Our platform’s capabilities include: individual account opening with no paperwork typically in 10 seconds rather than days, instant account funding instead of 3-5 days, real time fractional share trading, efficient basket trading, real time digital cash movements, a variety of account types, access to lending capabilities for equities and cash, and integrated cryptocurrency trading.

Our client ecosystem encompasses a broad array of firms, including some of the most innovative fintechs, which operate in industries experiencing secular growth and provide services aligned with our purpose of making investing easy and accessible for all. Our clients generally own the user interface with the end customer and decide ‘what’ products to provide and the ‘who’ to market to and acquire as customers. The ‘who’ ranges from the first-time investor through ultra-high net worth customers. The ‘what’ determines the type of service offering, such as single stock trading, fractional share trading, options, futures, fixed income, mutual funds/ETFs, cryptocurrency, robo-advisory, direct indexing or traditional advisory. We provide the ‘how,’ which today is a digital turnkey brokerage, custody and clearing solution upon which our clients build their digital investing tools.

Revenues are primarily earned on customer transactions and assets under management. Transaction based revenues consist of clearing and execution fees, as well as other contract revenues based on customer’s account activity. Asset-based revenue consists of interest income and other contractual revenues based on assets held in a customer’s account.

Financial Highlights

Our net revenues were $358.7 million, $174.0 million and $208.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. Net revenues increased by 106.2% for the year ended December 31, 2020 as compared to the previous year, primarily due to an increase in reimbursable fees as a result of the acquisition of Apex Pro in the third quarter of 2019, an increase in volume of trades cleared and executed as a result of an increase in customers and overall market volumes increasing, and an increase in interest income as a result of securities lending. Net revenues decreased by 16.5% for the year ended December 31, 2019 as compared to the previous year mainly as a result of the departure of our largest client in November 2018. Excluding the impact of the departure of our largest client, net revenues increased primarily due to fees recorded as a result of Apex Pro in the third quarter of 2019 that were not present in the previous year, an increase in interest income due to greater returns on bank deposits, and an increase in volume of trades cleared and executed. Please refer to “Results of Operations – Factors Affecting Comparability” for more information.

Our net income was $50.4 million, $15.7 million and $44.1 million for the years ended December 31, 2020, 2019 and 2018, respectively. Net income increased by 220.2% for the year ended December 31, 2020 as compared to

185

the previous year primarily due to improved profitability generated from the increased revenues given the efficiency and scalability of our platform. Net income decreased by 64.3% for the year ended December 31, 2019 as compared to the previous year driven by the impact of the departure of our largest client in November 2018, as described in “Results of Operations—Factors Affecting Comparability”. Our adjusted EBITDA for the years ended December 31, 2020, 2019 and 2018 was $85.0 million, $25.3 million, and $63.7 million, respectively. See the section titled “Non-GAAP Financial Measures” for information regarding our use of adjusted EBITDA and its reconciliation to net income determined in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

COVID-19 Pandemic and Economic Environment

The COVID-19 pandemic, governmental efforts to slow the spread of COVID-19 and mitigate the economic harm have precipitated unprecedented changes in the economy and financial markets. Throughout the pandemic we have remained committed to ensuring the highest levels of service to our clients and customers while prioritizing the health and safety of our employees. Beginning in March 2020, we activated our business continuity plans and nearly all of our work force began working from home while certain essential employees continued to work on-site. Despite the numerous challenges brought on by the pandemic, our technical infrastructure has withstood the pressures presented by the extraordinary volatility and the unprecedented increase in market volume. Our sales channels were largely unaffected by the transition to a remote working environment as we added 32 new clients and 3.7 million customer accounts in 2020.

The effects of the COVID-19 pandemic and efforts to slow the spread of COVID-19 on our financial results for 2020 are extremely complex and may not be fully understood for some time. The COVID-19 pandemic, together with unpredictable geopolitical events, created great uncertainty and volatility in the world’s financial markets. The uncertainty and volatility contributed to increased trading volumes and higher revenue. Decreased consumer spending and the associated increase in savings rates as well as government stimulus checks have also contributed to higher revenue due to a higher rate of customer accounts opened during this period and increased trading volume. In March 2020, the Federal Reserve’s steps to drive down and keep benchmark interest rates low have driven lower net interest income. The imposition of low benchmark interest rates coincided with a surge of interest in equity markets due to volatility and certain trends such as a decrease in employment rates and a lack of alternative traditional personal activities such as travel, social events and sports.

This surge of interest also contributed to higher revenue due to increased trading activity and an increase in customer accounts. Total customer accounts increased to 10.4 million as of December 31, 2020, a 54.9% increase compared to December 31, 2019. Inflows from new and existing customers, combined with rising securities prices, generally lifted customers’ investment values. The impact of the COVID-19 pandemic on our future financial results could be significant but currently cannot be quantified, as it will depend on numerous evolving factors that currently cannot be accurately predicted, including, but not limited to, the duration and spread of the pandemic; its impact on our clients, customers, employees and vendors; governmental actions in response to the pandemic; the overall impact of the pandemic on the economy, society and consumer preferences; and pace and magnitude of any economic recovery, among other factors. Any of these factors could have a material impact on our financial results. Set forth below under “Key Performance Metrics” is a summary of the key profit drivers that affect our business.

New Administration and Changing Regulation

Under the Trump Administration, legislation was enacted to reform and revamp key pieces of the Dodd-Frank Act in an effort to tailor and refine certain regulatory restrictions on financial services institutions. Under the Biden administration, it is unknown at this time to what extent new legislation will be passed into law or whether pending or new regulatory initiatives or proposals will be adopted or modified, or what effect such passage, adoption or modification will have, whether positive or negative, on our industry, our clients or us. Additionally, leadership positions at many of our regulators are awaiting confirmation, yet to be filled, or have only recently been filled, creating uncertainty around enforcement and examination priorities. See “Risk Factors—Regulatory, Tax and Other Legal Risks” for further information.

186

Factors Affecting Results of Operation

The following factors, among others described herein, have been important to our business and we expect them to impact our results of operations and financial condition in future periods:

Grow our client base and clients’ revenue

Our clients include wealth tech platforms, traditional wealth managers, and professional trading firms. Attracting and acquiring new clients is a key growth driver for our business. Our technology is expected to continue to attract new and existing clients to our platform. We attribute the differentiation of our platform and technology as the primary contributors to continued growth in our new client additions. The more assets, services or transactions that customers direct through our platform, the more revenue we, and our clients, generate. By continuing to innovate and enhance our product offering, we will continue to add more products, capabilities, and functionality for our clients, which in turn allows our clients to drive growth in their business. Further, we see opportunity for incremental growth through channel partner referrals. We partner with over 40 firms throughout the investing value chain, including wealth management platforms, reporting and communications software vendors, risk management specialists and trading technology firms. These relationships can serve as a new client referral source at no or little incremental cost. By continuing to partner with firms, innovate and enhance our product offering, we intend to improve the user experience of our clients’ customers, helping drive further growth. We expect these trends and our focus on growing our client base will drive our long-term growth.

Investment in platform

We empower our clients with tools and technology to operate and grow their businesses. We currently invest and will continue to invest in product and platform development activities to increase usage of our platform. The more assets and/or transactions that a client directs through our platform, the more revenue we generate. We deliver a frictionless digital investing experience to clients and their customers. Our capabilities include near instantaneous individual account opening, instant account funding, real time fractional share trading, efficient basket trading, real time digital cash movements, a variety of account types, access to seamless lending capabilities for equities and cash and integrated cryptocurrency trading. We intend to expand our B2B capabilities beyond digital custody and clearing, in line with our vision to become the trusted technology provider that drives modernization in the financial services industry. We will continue to innovate and enhance our product offerings, in order to improve the user experience of our clients’ customers, driving growth of our clients’ business. We provide the tools that streamline the complex aspects of custody and clearing, allowing our clients to focus on attracting new end customers as well as growing the wallet from existing ones. In the future, we also will consider moving into verticals adjacent to digital investing, such as banking infrastructure, front office advisory SaaS, asset management technology, insurtech and data aggregation. We expect that investment in product development will increase costs, however our ability to increase platform usage by clients and their customers will have a direct positive impact on our net revenues and profitability.

Key Performance Metrics

We review several key performance measures, discussed below, to evaluate business and results, measure performance, identify trends, formulate plans and make strategic decisions. We believe that the presentation of such metrics is useful to investors because they are used to measure and model our performance. References herein to a fiscal year refer to the fiscal year ended on December 31 of the year referenced.

187

Total customer accounts

We measure and track the number of total customer accounts because as our clients expand, they add new customers to our platform, which drives more assets to, transactions on, and, ultimately, revenue generated by, our platform. We believe this information is useful to investors as an indicator of our revenue growth and may indicate future revenue trends. We define the total number of customer accounts as all customer accounts held with clients and open on our platform, regardless of funding status, as of the end of any particular period, excluding Electronic Transaction Clearing, Inc. (“Apex Pro”) due to the largely institutional nature of its customer base.

	Year Ended December 31,
	2020		2019		2018
Total customer accounts		10,358,003		6,685,808		5,859,384

Total customer accounts increased by 54.9% as of December 31, 2020 as compared to December 31, 2019 primarily due to an increase in retail investor interest during fiscal year 2020.

Total customer accounts increased by 14.1% as of December 31, 2019 as compared to December 31, 2018 primarily due to the addition of 32 new clients and continued expansion of our existing customer base.

Customer trades

We define customer trades during any particular period as the total number of trades routed externally on behalf of customers as well as any allocation of trades going from a firm account into customer accounts (e.g. when there is a fractional trade, new cash added to a managed account for purchase of securities, or a rebalance). We believe this is a valuable metric for investors to capture customer generated activity including both fractional share trading and overall customer account growth. The customer trades metric excludes trades in Apex Crypto LLC (“Apex Crypto”) and Apex Pro.

(In thousands)	Year Ended December 31,
	2020		2019		2018
Customer trades		451,203		205,643		280,372

Customer trades increased by 119.4% for the year ended December 31, 2020 as compared to the year ended December 31, 2019 primarily due to our rapidly expanding customer base throughout the year and higher overall market trading volumes.

Customer trades decreased by 26.7% for the year ended December 31, 2019 as compared to the year ended December 31, 2018 primarily due to the departure of our largest client in November 2018 and lower overall market trading volumes in fiscal year 2019 as compared to fiscal year 2018.

Average revenue per account

We define the average revenue per account (“RPA”) across any particular period as adjusted net revenue divided by the average total customer accounts during such period. Adjusted net revenue is defined as total net revenues less reimbursable fees and other non-operating income excluding the impact of interest expense on debt. See the section titled “Non-GAAP Financial Measures” for information regarding our use of adjusted net revenue and its reconciliation to total net revenues determined in accordance with U.S. GAAP. We believe RPA indicates customer engagement and our ability to generate revenues across our platform providing investors insight into revenue trends.

	Year Ended December 31,
	2020		2019		2018
Average revenue per account	$	26.62	$	21.73	$	19.24

188

Average RPA increased by 22.5% for the year ended December 31, 2020 as compared to the year ended December 31, 2019 primarily due to increased trading activity throughout fiscal year 2020 from our customers and expanded enrollment in our fully paid stock lending program.

Average RPA increased by 12.9% for the year ended December 31, 2019 as compared to the year ended December 31, 2018 primarily due to the Client Deconversion. Please refer to “Results of Operations – Factors Affecting Comparability” for more information.

Customer credits

We define customer credits at the end of any particular period as cash held on behalf of our clients and their customers. These payables are held in interest-bearing bank accounts for cash on and off balance sheet as well as invested in financial instruments backed by the U.S. government. We consider this metric valuable to investors as the interest income earned on credit balances has generally been material to revenue.

(In millions)	Year Ended December 31,
	2020		2019		2018
Customer credits	$	9,595	$	5,171	$	3,927

Customer credits increased by 85.6% as of December 31, 2020 as compared to December 31, 2019 primarily due to strong growth in our client base and an increase in cash as more retail customers entered the marketplace.

Customer credits increased by 31.7% as of December 31, 2019 as compared to December 31, 2018 primarily due to steady increase of deposits as relationships with existing clients strengthened and matured.

Customer debits

We define customer debits at the end of any particular period as receivables due from clients and their customers based on funds borrowed from us to purchase securities. We consider this metric valuable to investors because customer debits not only contribute to interest income because of the margin rates charged on the amounts owed, but they also are an indicator of the amount of securities available to us for lending on which interest is earned.

(In millions)	Year Ended December 31,
	2020		2019		2018
Customer debits	$	1,135	$	365	$	379

Customer debits increased by 211.0% as of December 31, 2020 as compared to December 31, 2019 primarily due to customers following larger market trends during fiscal year 2020 of borrowing against their portfolio investments to buy more stock.

Customer debits decreased by 3.7% as of December 31, 2019 as compared to December 31, 2018 primarily due to customers relying less on margin loans for purchases as compared to fiscal year 2018.

Number of clients

We consider an active client, as of any particular period, as a distinct contracted entity, such as a limited liability company or corporation, who is actively paying us or generating revenue for us on a monthly basis and entities who have signed contracts with us and are contractually obligated to pay us at some point in the future even if not already actively trading. We believe our ability to expand our client base is an indicator of our business growth and success of our marketing and sales efforts delivering our industry-leading service offering and technology

189

solutions. Each client contributes to expanding our footprint as an industry disruptor. We expect more clients to result in higher overall revenue growth and greater potential for account retention.

	Year Ended December 31,
	2020		2019		2018
Number of clients		201		169		110

Number of clients increased by 32 as of December 31, 2020 as compared to December 31, 2019 primarily due to continued expansion across fiscal year 2020 through our business channels and continued efforts in expanding relationships in our growing sales pipeline.

Number of clients increased by 59 for the year ended December 31, 2019 as compared to December 31, 2018 primarily due to the addition of 27 clients from the acquisition of Apex Pro in the third quarter of fiscal year 2019 and continued success in sales and marketing efforts.

Description of Certain Components of Financial Data

Net revenues

We generate revenue from two main categories: (1) non-interest income and (2) net interest income.

Total non-interest income

Total non-interest income primarily consists of commissions, reimbursable fees, other fees and services, and other income. Commissions consists of clearing, execution fees and registered investment advisor (“RIA”) fees. Reimbursable fees primarily consist of fees collected for certain expenses such as exchange fees, execution costs and fees due to regulatory or governmental agencies, where an offsetting amount is recorded as an operating expense. Reimbursable fees include certain charges for regulatory fees to every client’s sell side trades. We compute regulatory fees at the prevailing rate published by the SEC, rounding this fee up to the nearest penny. Other fees and services primarily consist of automated clearing house return fees, new account validation fees, funded account fees, and paper fees. Other income primarily consists of proxy fees and stock loan locate fees.

Total net interest income

Total net interest income primarily consists of interest income and interest expense. Interest income consists of reserve bank interest, fully paid and margin securities lending, debit interest income from clients, and stock borrowed from clients. Interest expense primarily consists of interest expense paid to an affiliate, loan interest expense, and bank loan interest expense.

Non-interest expenses

Execution, clearing and brokerage fees

Execution, clearing and brokerage fees primarily consist of payments made for the flow of order, Depository Trust Company (“DTC”) fees, execution technology fees, and futures commissions.

Reimbursable fees

Reimbursable expenses primarily consist of fees collected for certain expenses such as exchange fees, execution costs and fees due to regulatory or governmental agencies where an offsetting amount is recorded as non-interest income. We expect that reimbursable fees will be correlated with regulatory requirements in the future, which could be greater than or less than our historic levels.

190

Employee compensation and benefits

Employee compensation and benefits expenses primarily consist of employee salaries, bonuses, allocated expenses, and health insurance. We expect that the employee compensation and benefits expenses will increase in absolute dollars in future periods, in particular as we implement stock-based compensation plans, which we historically have not had. We expect the employee compensation and benefits expenses may increase as a percentage of revenue as we continue to grow our business in the short term and stay consistent as a percentage of revenue over the long term.

Communications

Communications expenses primarily consists of software licensing, software service fees, quotation and data feeds. We expect that the communications expenses will decrease in absolute dollars in the future periods. We expect the communications expenses will decrease as a percentage of revenue over the long term as we scale our operations.

Occupancy, depreciation and amortization

Occupancy, depreciation and amortization primarily consists of rent, hardware depreciation, and furniture and fixtures depreciation. We expect occupancy, depreciation and amortization expenses to increase in absolute dollars in future periods as a result of software costs we expect to capitalize as we continue to develop new, and improve existing, technology solutions.

Administrative and general

Administrative and general expenses primarily consist of bank fees, reimbursable proxy fees, external consulting and other professional fees, and regulatory costs. We expect administrative and general expenses to increase in absolute dollars in future periods as a result of our transition to being a public and an evolving and expanding regulatory landscape. We expect the administrative and general expenses will stay consistent as a percentage of revenue over the long term.

Income tax expense

We are subject to U.S. federal, state and local income tax at the rate applicable to corporations, except for any income attributable to Apex Crypto and Kairos Solutions LLC (“Kairos”). Income from these two subsidiaries are subject to U.S. taxation as partnerships for the years ended December 31, 2020, 2019, and 2018. Accordingly, the income or loss attributable to Apex Crypto and Kairos is reported in the combined consolidated financial statements, but Apex Fintech does not report the related U.S. income tax expense attributable to these subsidiaries as it is the obligation of the individual partners. We determine and record income taxes at each subsidiary as if each subsidiary were a separate taxpayer.

Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be settled or realized. When applicable, a valuation allowance is established to reduce any deferred tax asset when it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. Uncertain tax positions are recognized if they are more likely than not to be sustained upon examination, based on the technical merits of the position. We use the flow-through method to account for tax credits earned on eligible R&D expenditures. Under this method, the tax credits are recognized as a reduction to income tax expense in the year they are earned.

191

Results of Operations

We operate as a single reportable segment to reflect the way our chief operating decision maker (“CODM”) reviews and assesses the performance of the business. Our accounting policies are described in Note 2 to our combined consolidated financial statements included elsewhere in this proxy statement/prospectus. The period-to-period comparisons below of financial results are not necessarily indicative of future results.

(In thousands)	Year Ended December 31,									% Change
	2020			2019			2018			2020			2019
Net revenues
Commissions	$	95,679		$	50,516		$	55,428			89.4	%		(8.9	)%
Other fees and services		28,178			14,260			20,998			97.6	%		(32.1	)%
Reimbursable fees		132,575			38,544			20,859			244.0	%		84.8	%
Other income		11,187			9,461			35,701			18.2	%		(73.5	)%
Total non-interest income		267,619			112,781			132,986			137.3	%		(15.2	)%
Interest income		100,553			63,729			82,663			57.8	%		(22.9	)%
Interest expense		(9,511	)		(2,539	)		(7,295	)		274.6	%		(65.2	)%
Total net interest income		91,042			61,190			75,368			48.8	%		(18.8	)%
Total net revenues		358,661			173,971			208,354			106.2	%		(16.5	)%
Non-interest expenses
Execution, clearing and brokerage fees		24,116			14,764			12,447			63.3	%		18.6	%
Reimbursable fees		132,575			38,210			18,669			247.0	%		104.7	%
Employee compensation and benefits		73,982			51,983			38,213			42.3	%		36.0	%
Communications		28,801			22,845			28,885			26.1	%		(20.9	)%
Occupancy, depreciation and amortization		4,814			2,846			2,462			69.1	%		15.6	%
Administrative and general		20,722			19,447			47,275			6.6	%		(58.9	)%
Total non-interest expenses		285,010			150,095			147,951			89.9	%		1.4	%
Income before income taxes		73,651			23,876			60,403			208.5	%		(60.5	)%
Income tax expense		23,270			8,141			16,270			185.8	%		(50.0	)%
Net income	$	50,381		$	15,735		$	44,133			220.2	%		(64.3	)%

Comparison of the Years Ended December 31, 2020 and December 31, 2019

Factors Affecting Comparability:

The comparability of our operating results for fiscal year 2020 with our operating results for fiscal year 2019 was impacted by certain institutional clients acquired in the third quarter of fiscal year 2019 through the Apex Pro acquisition. In our discussion of changes in our results of operations for fiscal year 2020 compared to fiscal year 2019, we may quantitatively or qualitatively disclose the impact of certain variances where such discussions would be meaningful and as such revenue and expense contributions to variances described below include the impact of the Apex Pro.

Non-interest income

Commissions

	Year Ended December 31,				Change
	2020		2019		Amount		%
Commissions	$	95,679	$	50,516	$	45,163		89.4	%

192

Commissions increased by $45.2 million, or 89.4%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase was driven by higher clearing and execution fees as customer trade volumes increased 119.4% year over year.

Other fees and services

	Year Ended December 31,				Change
	2020		2019		Amount		%
Other fees and services	$	28,178	$	14,260	$	13,918		97.6	%

Other fees and services increased by $13.9 million, or 97.6%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase was primarily driven by increased fees for account openings and maintenance of $4.9 million, banking related fees of $5.1 million and other recurring revenues of $1.9 million as a result of an increase in total accounts as well as increased customer activity.

Reimbursable fees

	Year Ended December 31,				Change
	2020		2019		Amount		%
Reimbursable fees	$	132,575	$	38,544	$	94,031		244.0	%

Reimbursable fees increased by $94.0 million, or 244.0%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase was primarily driven by increased reimbursable fees collected due to exchange access of $30.6 million and regulatory and compliance fees of $61.3 million. This is consistent with our increased number of customers as of December 31, 2020 as compared to December 31, 2019 and overall customer trades for fiscal year 2020 as compared to fiscal year 2019 as a result of the acquisition of Apex Pro.

Other income

	Year Ended December 31,				Change
	2020		2019		Amount		%
Other income	$	11,187	$	9,461	$	1,726		18.2	%

Other income increased by $1.7 million, or 18.2%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase was primarily driven by increased proxy fees of $0.6 million for fiscal year 2020 compared to fiscal year 2019 due to growth in the number of customer accounts and securities held in those accounts and stock loan locate fees of $0.7 million in fiscal year 2020 as a result of certain institutional clients acquired in the third quarter of fiscal year 2019 through the Apex Pro acquisition.

Net interest income

Interest income

	Year Ended December 31,				Change
	2020		2019		Amount		%
Interest income	$	100,553	$	63,729	$	36,824		57.8	%

193

Interest income increased by $36.8 million, or 57.8%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase was primarily driven by increased securities lending income of $31.1 million during fiscal year 2020 as a result of an increase in customer debits and the dollar value of assets custodied, which resulted in an increased amount of underlying securities that were available for loan.

Interest expense

	Year Ended December 31,						Change
	2020			2019			Amount			%
Interest expense	$	(9,511	)	$	(2,539	)	$	(6,972	)		274.6	%

Interest expense increased by $7.0 million, or 274.6%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase was primarily driven by higher interest due on related party loans of $6.6 million. The loan proceeds were used to fund our initial investment in Stash Financial, Inc. (“Stash”), purchase Apex Pro in the third quarter of fiscal year 2019 and increase the capitalization of Apex and Apex Pro (together, the “B/Ds”) subsidiaries. Refer to Note 5 to our combined consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus for a discussion of our investment in Stash.

Non-interest expenses

Execution, clearing and brokerage fees

	Year Ended December 31,				Change
	2020		2019		Amount		%
Execution, clearing and brokerage fees	$	24,116	$	14,764	$	9,352		63.3	%

Execution, clearing and brokerage fees expenses increased by $9.4 million, or 63.3%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase was primarily driven by payments made for order flow revenue sharing, which increased by $5.8 million, and fees paid to clearing organizations, which increased by $1.3 million, which are both a function of our customers’ increased trading volume.

Reimbursable fees

	Year Ended December 31,				Change
	2020		2019		Amount		%
Reimbursable fees	$	132,575	$	38,210	$	94,365		247.0	%

Reimbursable fees expenses increased by $94.4 million, or 247.0%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase was primarily driven by increased reimbursable fees paid for regulatory and compliance fees, which increased by $61.6 million and for exchange access, which increased by $30.6 million both as a result of increased customer accounts and trading activity as a result of the acquisition of Apex Pro.

Employee compensation and benefits

	Year Ended December 31,				Change
	2020		2019		Amount		%
Employee compensation and benefits	$	73,982	$	51,983	$	21,999		42.3	%

194

Employee compensation and benefits expenses increased by $22.0 million, or 42.3%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase was primarily driven by higher salaries and benefits paid of $17.4 million as a result of increases in the number of our employees, primarily for technology roles. Allocated expenses related to shared employee services provided by an affiliate in marketing, finance, legal and human resources increased by $5.2 million.

Communications

	Year Ended December 31,				Change
	2020		2019		Amount		%
Communications	$	28,801	$	22,845	$	5,956		26.1	%

Communications expenses increased by $6.0 million, or 26.1%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase was primarily driven by increased software licensing fees of $5.5 million as a result of new software and a full year of expense following the acquisition of Apex Pro during 2019.

Occupancy, depreciation and amortization

	Year Ended December 31,				Change
	2020		2019		Amount		%
Occupancy, depreciation and amortization	$	4,814	$	2,846	$	1,968		69.1	%

Occupancy, depreciation and amortization expense increased by $2.0 million, or 69.1%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase was primarily driven by a rent expense increase of $1.8 million as a result of geographical expansion of our facilities, including in New York and resulting from the acquisition of Apex Pro.

Administrative and general

	Year Ended December 31,				Change
	2020		2019		Amount		%
Administrative and general	$	20,722	$	19,447	$	1,275		6.6	%

Administrative and general expenses increased by $1.3 million, or 6.6%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase was primarily driven by an increase in bank fees of $2.2 million and external accounting expenses of $1.4 million, which is partially offset by a decrease in travel expenses by $1.8 million as a result of COVID-19 pandemic travel restrictions.

Income tax expense

	Year Ended December 31,				Change
	2020		2019		Amount		%
Income tax expense	$	23,270	$	8,141	$	15,129		185.8	%

Income tax expense increased by $15.1 million, or 185.8%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase was primarily driven by an increase in federal tax of $10.3 million and an increase in state tax of $4.8 million, in each case, as a result of our higher level of overall taxable income during fiscal year 2020 as compared to fiscal year 2019.

195

Comparison of the Years Ended December 31, 2019 and 2018

Factors Affecting Comparability:

The comparability of our operating results for fiscal year 2019 with our operating results for fiscal year 2018 was impacted by the departure of Robinhood Financial, LLC (“Robinhood”) who was our largest client until November 2018 (the “Client Deconversion”). In our discussion of changes in our results of operations for fiscal year 2019 compared to fiscal year 2018, we may quantitatively or qualitatively disclose the impact of certain variances where such discussions would be meaningful and as such revenue and expense contributions to variances described below include the impact of the Client Deconversion. Additionally, the comparability of our operating results for fiscal year 2019 compared to fiscal year 2018 was impacted by certain institutional clients acquired in the third quarter of fiscal year 2019 through the Apex Pro acquisition.

Non-interest income

Commissions

	Year Ended December 31,				Change
	2019		2018		Amount			%
Commissions	$	50,516	$	55,428	$	(4,912	)		(8.9	)%

Commissions decreased by $4.9 million, or 8.9%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. This decrease was primarily driven by a decrease in clearing fees of $7.8 million as customer trades decreased 26.7%, due in large part to the Client Deconversion, partially offset by an increase in revenues from execution of $2.9 million.

Other fees and services

	Year Ended December 31,				Change
	2019		2018		Amount			%
Other fees and services	$	14,260	$	20,998	$	(6,738	)		(32.1	)%

Other fees and services decreased by $6.7 million, or 32.1%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. This decrease was primarily driven by decreases in fees for account openings and maintenance of $1.6 million and banking related fees of $4.4 million, in each case, resulting from the Client Deconversion.

Reimbursable fees

	Year Ended December 31,				Change
	2019		2018		Amount		%
Reimbursable fees	$	38,544	$	20,859	$	17,685		84.8	%

Reimbursable fees revenues increased by $17.7 million, or 84.8%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. This increase was primarily driven by an increase in reimbursable fees collected due to exchange access of $14.1 million and regulatory and compliance fees of $3.1 million. This additional income was primarily attributable to the acquisition of Apex Pro in the third quarter of fiscal year 2019.

196

Other income

	Year Ended December 31,				Change
	2019		2018		Amount			%
Other income	$	9,461	$	35,701	$	(26,240	)		(73.5	)%

Other income decreased by $26.2 million, or 73.5%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. This decrease was primarily driven by decreased proxy fees of $4.9 million, non-recurring realized gains on investments of $12.7 million and a one-time extension fee charged to Robinhood of $10.0 million.

Net interest income

Interest income

	Year Ended December 31,				Change
	2019		2018		Amount			%
Interest income	$	63,729	$	82,663	$	(18,934	)		(22.9	)%

Interest income decreased by $18.9 million, or 22.9%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. This decrease was primarily driven by lower securities lending income of $20.9 million during fiscal year 2019 as a result of the loss of customers from the Client Deconversion.

Interest expense

	Year Ended December 31,						Change
	2019			2018			Amount		%
Interest expense	$	(2,539	)	$	(7,295	)	$	4,756		(65.2	)%

Interest expense decreased by $4.8 million, or 65.2%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. This decrease was primarily driven by a decrease in related party subordinated debt interest expense of $4.1 million in fiscal year 2019 as we paid off all outstanding subordinated debt in the first quarter of 2019.

Non-interest expenses

Execution, clearing and brokerage fees

	Year Ended December 31,				Change
	2019		2018		Amount		%
Execution, clearing and brokerage fees	$	14,764	$	12,447	$	2,317		18.6	%

Execution, clearing and brokerage fees expenses increased by $2.3 million, or 18.6%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. This increase was primarily driven by payments made to clients of $2.4 million in fiscal year 2019 for shared order flow revenue.

Reimbursable fees

	Year Ended December 31,				Change
	2019		2018		Amount		%
Reimbursable fees	$	38,210	$	18,669	$	19,541		104.7	%

197

Reimbursable fees expenses increased by $19.5 million, or 104.7%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. This increase was primarily driven by increases in reimbursable fees paid due to exchange access of $14.1 million and regulatory fees of $6.7 million, in each case, as a result of the acquisition of Apex Pro in the third quarter of fiscal year 2019.

Employee compensation and benefits

	Year Ended December 31,				Change
	2019		2018		Amount		%
Employee compensation and benefits	$	51,983	$	38,213	$	13,770		36.0	%

Employee compensation and benefits expenses increased by $13.8 million, or 36.0%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. This increase was primarily driven by increases in salaries and benefits paid of $11.6 million as a result of increases in the number of our employees, primarily for technology roles. Allocated expenses also increased for shared employee services provided by an affiliate by $1.7 million in fiscal year 2019 that, in fiscal year 2018, were reflected as part of the management fee in “Administrative and general” expenses.

Communications

	Year Ended December 31,				Change
	2019		2018		Amount			%
Communications	$	22,845	$	28,885	$	(6,040	)		(20.9	)%

Communications expenses decreased by $6.0 million, or 20.9%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. This decrease was primarily driven by a decrease in fees paid as a result of renegotiation of software license fees of $10.4 million partially offset by an increase in software licensing costs of $3.2 million during the year ended December 31, 2019.

Occupancy, depreciation and amortization

	Year Ended December 31,				Change
	2019		2018		Amount		%
Occupancy, depreciation and amortization	$	2,846	$	2,462	$	384		15.6	%

Occupancy, depreciation and amortization expense increased by $0.4 million, or 15.6%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. This increase was primarily driven by an increase in rent expense of $0.3 million in fiscal year 2019 as a result of office expansion.

Administrative and general

	Year Ended December 31,				Change
	2019		2018		Amount			%
Administrative and general	$	19,447	$	47,275	$	(27,828	)		(58.9	)%

Administrative and general expenses decreased by $27.8 million, or 58.9%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. This decrease was primarily driven by the elimination of management fees due to an affiliate, which was $15.5 million in 2018, and an allowance of $12.1 million that was recorded for fees owed by Robinhood and was the subject of a dispute.

198

Income tax expense

	Year Ended December 31,				Change
	2019		2018		Amount			%
Income tax expense	$	8,141	$	16,270	$	(8,129	)		(50.0	)%

Income tax expense decreased by $8.1 million, or 50.0%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. This decrease was primarily driven by a decrease in federal tax of $7.2 million and a decrease in state tax of $1.0 million, in each case, resulting from our lower level of income in fiscal year 2019 as compared to fiscal year 2018.

Non-GAAP Financial Measures

To supplement our combined consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), we also provide the non-GAAP measures detailed below. Our use of these non-GAAP measures has limitations as an analytical tool, and you should not consider these measures, or any of them, in isolation or as a substitute for analysis of our financial results as reported under GAAP. Management believes these non-GAAP financial measures are useful in order to assist readers of our combined consolidated financial statements in understanding the core operating results that our management uses to evaluate the business and for financial planning purposes and to compare our financial performance over multiple periods. In each case, we present the applicable non-GAAP measures reconciled with their most directly comparable GAAP measure:

Adjusted Net Revenue

Adjusted net revenue is defined as total net revenues less reimbursable fees and other non-operating income excluding the impact of interest expense on debt. Reimbursable fees revenue primarily consists of fees collected for certain expenses such as exchange fees, execution costs and fees due to regulatory or governmental agencies where an offsetting amount recorded as an operating expense, which we do not consider internally when monitoring operating performance. Other non-operating income primarily relates to gains and losses on sales of investments and acquisitions that do not relate to our core operations. Interest expense on debt is excluded because capital structure can vary substantially from company to company and therefore is not considered as key measure in comparing our operating performance to that of other companies. We believe this measure allows investors to evaluate comparability of our period over period financial performance of core operations. The following table presents a reconciliation of our adjusted net revenue, to its most comparable U.S. GAAP measure for the periods presented:

(In thousands)	Year Ended December 31,
	2020			2019			2018
Total net revenues	$	358,661		$	173,971		$	208,354
Less:
Reimbursable fees		(132,575	)		(38,544	)		(20,859	)
Other non-operating income		528			(1,070	)		(12,675	)
Add:
Interest expense on debt		8,414			1,992			4,740
Adjusted net revenue	$	235,028		$	136,349		$	179,559

Adjusted EBITDA and Adjusted Operating Margin

Adjusted EBITDA is a non-GAAP financial measure we define as net income adjusted for income tax expense, interest expense on debt, depreciation and amortization, and other income/expenses. Other income/expenses

199

include non-reimbursable fees, and non-operating income and expenses. We exclude these items because they are not reflective of ongoing business and operating results. Adjusted EBITDA provides us with a useful measure for period-to-period comparisons of our business as well as comparison to our peers. We believe that this non-GAAP financial measure is useful to investors in analyzing our financial and operational performance. Adjusted operating margin is a non-GAAP measure of profitability we define and calculated as adjusted EBITDA divided by adjusted net revenue. We present adjusted operating margin because we believe it provides more useful information to investors because the measure excludes the impact of reimbursable fees and interest on debt. The following table presents a reconciliation of our adjusted EBITDA and adjusted operating margin to its most comparable GAAP measure for the periods presented:

(In thousands)	Year Ended December 31,
	2020			2019			2018
Net income	$	50,381		$	15,735		$	44,133
Add back:
Income tax expense		23,270			8,141			16,270
Interest expense on debt		8,414			1,992			4,740
Depreciation and amortization		1,504			807			1,105
Other income/expenses		1,429			(1,405	)		(2,598	)
Adjusted EBITDA	$	84,997		$	25,270		$	63,650
Divided by:
Adjusted net revenue	$	235,028		$	136,349		$	179,559
Adjusted operating margin		36.2	%		18.5	%		35.4	%

Liquidity and Capital Resources

We have historically financed our operations and capital expenditures primarily through utilization of cash generated from operations. As of December 31, 2020, we had cash of $7.8 billion, including $7.7 billion of customer cash and securities segregated under federal regulations. For the year ended December 31, 2020, two customers accounted for approximately 25% of the Company’s business in aggregate.

The majority of our assets consist of cash, investments in securities, receivables, and cash and securities segregated under federal regulations. Receivables consist primarily of amounts due from customers’ or broker-dealers securities borrowed, deposits with clearing organizations and securities purchased under agreements to resell. As of December 31, 2020, total assets were $10.4 billion of which almost all were considered liquid. Of our total assets, $8.1 billion are assets held for the benefit of customers.

Credit facility

The B/Ds have short term bank credit facilities with five financial institutions, not including non-agent syndicate participants, with available borrowing capacity and variable terms. The total available facility size is of $520.0 million (“short term borrowings”). Of this, $125.0 million is committed unsecured financing. As of December 31, 2020, nothing was drawn from these credit facilities.

We also have the ability to obtain short-term liquidity under stock loan arrangements. As of December 31, 2020, we had not utilized any securities lending facility to borrow cash. These arrangements bear interest at variable rates based on various factors, including market conditions and the types of securities loaned, are secured primarily by our customers’ margin account securities, and are repayable on demand.

We believe our existing cash and anticipated net cash provided by operating activities, together with available borrowings under our credit facilities, will be sufficient to meet our working capital requirements for at least the

200

next 12 months. However, if our operating performance during the next 12 months is below our expectations, our liquidity and ability to operate our business could be adversely affected. Conversely, if our operating performance exceeds our expectations, additional working capital may be required. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under “Risk Factors”. In the future, we may attempt to raise additional capital through the sale of equity securities or through equity-linked or debt financing arrangements. Any future indebtedness we incur may result in terms that could be unfavorable to equity investors. We cannot provide assurance that we will be able to raise additional capital in the future on favorable terms, or at all. Any inability to raise capital could adversely affect our ability to achieve our business objectives.

Cash flows

	Year Ended December 31,
(In thousands)	2020			2019		2018
Net cash provided by (used in) operating activities	$	3,246,363		$	986,503	$	(213,664	)
Net cash (used in) provided by investing activities		(1,782	)		24,646		(784	)
Net cash provided by (used in) financing activities		59,300			32,303		(60,954	)
Net increase in cash and cash equivalents	$	3,303,881		$	1,043,452	$	(275,402	)

Net cash provided by (used in) operating activities

During the year ended December 31, 2020, net cash provided by operating activities of $3.2 billion resulted primarily from net income of $50.4 million and changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily driven by an increase in customer payables of $3.7 billion and an increase in securities loaned of $1.1 billion, partially offset by an increase in customer receivables of $772.9 million.

During the year ended December 31, 2019, net cash provided by operating activities of $986.5 million resulted primarily from net income of $15.7 million and changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily driven by an increase in customer payables of $895.8 million and an increase in securities loaned of $75.1 million.

During the year ended December 31, 2018, net cash used in operating activities of $213.7 million resulted primarily from net income of $44.1 million and changes in operating assets and liabilities largely resulting from the Client Deconversion. Changes in operating assets and liabilities were primarily driven by a decrease in customer payables of $294.0 million and a decrease in securities loaned of $241.8 million, partially offset by a decrease in customer receivables of $323.2 million.

Net cash (used in) provided by investing activities

During the year ended December 31, 2020, net cash used in investing activities of $1.8 million was primarily due to fixed asset purchases of $1.7 million.

During the year ended December 31, 2019, net cash provided by investing activities of $24.6 million was primarily due to cash received from the acquisition of Apex Pro (net of cash paid) of $26.4 million, partially offset by fixed assets purchases of $1.3 million.

During the year ended December 31, 2018, net cash used in investing activities of $0.8 million was primarily due to fixed asset purchases of $0.8 million.

201

Net cash provided by (used in) financing activities

During the year ended December 31, 2020, net cash provided by financing activities of $59.3 million resulted primarily from an increase in loans from affiliates of $45.0 million and an increase in capital contribution of $14.3 million.

During the year ended December 31, 2019, net cash provided by financing activities of $32.3 million resulted primarily from an increase in loans from affiliates of $54.3 million and an increase in capital contribution of $6.0 million, partially offset by repayment of subordinated borrowings of $28.0 million.

During the year ended December 31, 2018, net cash used in financing activities of $61.0 million resulted primarily due to distributions paid to members of $29.1 million, repayment of bank loans of $19.5 million and net repayment of subordinated borrowings of $14.0 million.

Contractual obligations

As of December 31, 2020, our significant contractual obligations were as follows:

	Payments by period
(In thousands)	Total		< 1 Year		1-3 Years		3-5 Years		> 5 Years
Operating leases (1)	$	6,897	$	2,322	$	2,823	$	521	$	1,231
Other long-term liabilities (2)		6,350		3,350		3,000		—		—
Total contractual obligations	$	13,247	$	5,672	$	5,823	$	521	$	1,231

(1) Refer to Note 8 to our combined consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus for a discussion of our operating lease obligations.

(2) Other long-term liabilities include certain non-cancelable technology license agreements and service agreement relating to financial and tax reporting.

Subsequent to December 31, 2020, we issued to various funds managed by Magnetar Financial LLC, (“Magnetar”) Convertible Senior Notes due 2023 totaling $100.0 million of initial principal amount. Refer to Note 22 to our combined consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus for a discussion of our subsequent events.

Critical Accounting Policies and Significant Judgments and Estimates

Our financial statements are prepared in accordance with GAAP. The preparation of our combined consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.

While our significant accounting policies are described in more detail in Note 2 in our combined consolidated financial statements included elsewhere in this proxy statement/prospectus, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our combined consolidated financial statements.

Revenue recognition

Our revenue from contracts with clients is recognized when a performance obligation is satisfied, typically in the month that services are provided. These performance obligations are primarily to provide brokerage, clearing, execution and other administrative support. Revenues are primarily earned on client transactions and assets under management.

202

• Transaction based revenues consist of clearing and execution fees, and other contract revenues based on customer account activity. Clearing and execution revenue is driven by trade volume plus monthly charges for processing capability.

• Asset-based revenue consists of interest income and other contractual revenues based on assets held in a customer’s account. Interest income includes margin interest income and interest on customer cash invested in banks plus securities lending revenue. The revenue based on customer account assets primarily consists of funded account fees, ACAT fees, paper statement fees, and proxy fees which are included in Other income.

• Other income includes realized and unrealized gains and losses on firm investments and locate fees. Locate fees are comprised of securities borrowed locate revenues that are accrued daily based on the number of shares customers request to be located.

Impairment of goodwill, intangible assets and long-lived assets

We assess potential impairments to our fixed assets, which primarily consist of computer hardware and furniture, fixtures, and equipment, annually or whenever events or changing circumstances indicate that the carrying amount may not be recoverable. Indefinite-lived assets are tested for impairment annually or whenever indicators of impairment exist.

Our annual impairment testing date is as of October 1. Goodwill represents the fair value of an acquired business in excess of the fair value of the identified net assets acquired. Goodwill is tested for impairment annually or whenever indicators of impairment exist. We calculate goodwill impairment (if any) on at least an annual basis, which provides for an unconditional option to bypass the qualitative assessment.

Impairment of goodwill is the condition that exists when the carrying amount of a reporting unit that includes goodwill exceeds its fair value. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. Therefore, if the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired.

Digital assets owned

The digital assets held by us are accounted for as intangible assets with indefinite useful lives and are initially measured at cost. These assets are not amortized, but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital asset at the time its fair value is being measured. An impairment of $0.1 million and $0.1 million was recognized for the years ended December 31, 2020 and 2019, respectively. For the year ended December 31, 2018 no impairments were recognized.

Contingencies

Our policy is to estimate and accrue for potential losses that may arise out of litigation and regulatory proceedings, to the extent that such losses are probable and can be estimated. Significant judgment is required in making these estimates and our final liabilities may ultimately be materially different. Our total liability accrued with respect to litigation and regulatory proceedings is determined on a case-by-case basis and represents an estimate of probable losses based on, among other factors, the progress of each case, our experience with and industry experience with similar cases and the opinions and views of internal and external legal counsel.

Given the inherent difficulty of predicting the outcome of our litigation and regulatory matters, particularly in cases or proceedings in which substantial or indeterminate damages or fines are sought, or where cases or proceedings are in the early stages, we cannot estimate losses or ranges of losses for cases or proceedings where there is only a reasonable possibility that a loss may be incurred.

203

Recently Issued Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our combined consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus.

Emerging Growth Company Status

Pursuant to the Jumpstart Our Business Startups Act, an “emerging growth company” is provided the option to adopt new or revised accounting standards that may be issued by Financial Accounting Standards Board or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. As a result, when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Accordingly, the information contained herein may be different than the information you receive from other public companies.

Off-Balance Sheet Arrangements

We may be exposed to a risk of loss not reflected in our combined consolidated financial statements when we extend credit to our customers that is collateralized by cash and securities in customer accounts, which may expose us to significant off-balance sheet risk in the event margin requirements are insufficient to fully cover losses that customers may incur and those customers fail to satisfy their obligations. Additionally, in the normal course of business, we purchase and sell securities and pledge or receive collateral. If a party to a transaction fails to fulfill its contractual obligations, we may incur a loss if the market value of the security is different from the contract amount of the transaction. Refer to “Quantitative and Qualitative Disclosures About Market Risk” included elsewhere in this proxy statement/prospectus for more information about the nature and business purpose of any off-balance-sheet arrangements. There is no known event, demand, commitment, trend, or uncertainty that is likely to result in the termination, or material reduction in the availability to the registrant of its off-balance-sheet arrangements.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk in the ordinary course of business. Market risk is generally associated with fluctuations in prices of securities, commodities, or cryptocurrencies. Price fluctuations may affect the value of collateral we are holding to secure a margin loan or to collateralize a stock lending transaction. Changes in the value of cryptocurrency could impact our financial position or results of operations as we hold inventory to facilitate customer transactions. Additionally, changes in interest rates could also impact our spread-based revenue. The below factors describe our market risk exposure. We do not currently have significant foreign currency or dividend risk.

Risk management – margin lending

In the ordinary course of our business, we extend credit to our customers that is collateralized by cash and securities in customer accounts and is subject to various regulatory and internal margin guidelines. In connection with these activities we execute and clear customer transactions involving the acquisition of securities and the sale of securities not yet purchased, substantially all of which are transacted on a margin basis subject to regulatory and individual exchange regulations, as well as house rules that may be more restrictive. Customers who utilize margin loans and who have collateralized their obligations with securities may find that the securities have a rapidly depreciating value and may not be sufficient to cover their obligations in the event of a liquidation. We are also exposed to credit risk when our customers execute transactions, such as short sales of options and equities that can expose them to risk beyond their invested capital. In the event a customer or broker fails to

204

satisfy its obligations, we may be required to purchase or sell financial instruments at prevailing market prices to fulfill the customer’s or broker’s obligations. We manage the risks associated with our customer and broker activities by requiring the maintenance of margin collateral in compliance with various regulatory and internal guidelines. We monitor required margin levels and have established guidelines to require customers and brokers to deposit additional collateral or to reduce positions when necessary.

We expect this kind of exposure to increase with the growth of our overall business. Margin loans may expose us to significant off-balance sheet risk in the event margin requirements are insufficient to fully cover losses that customers may incur, and those customers fail to satisfy their obligations. As of December 31, 2020, we had $1.1 billion in margin loans extended to our customers. The amount of risk that we are exposed from short sale transactions by our customers is unlimited and not quantifiable as the risk is dependent upon analysis of a potential significant and undeterminable rise in stock prices. Our account level margin requirements meet or exceed those required by Regulation T of the Board of Governors of the Federal Reserve and FINRA portfolio margin rules, as applicable. As a matter of practice, we enforce real-time margin compliance monitoring and liquidate customers’ positions if their equity falls below required margin requirements.

We have a comprehensive policy implemented in accordance with applicable regulatory standards to assess and monitor the suitability of investors to engage in various trading activities. To mitigate our risk, our policy is to continually monitor market exposure and counterparty risk and to periodically review the credit standing of all parties with which we conduct business, including clients, direct customers and customers of clients. For customers introduced on a fully disclosed basis by clients, we typically have a contractual right of recovery from such client in the event of non-performance by the customer. We can offset associated customer balances with their applicable client balances if required or applicable. We require a risk deposit from clients. In the event the customer or client does not perform and the associated risk deposit is insufficient to cover the exposure, we are at risk of loss, although the customer or client remains liable for the exposure. Additionally, if we, on behalf of our clients and customers, have sold securities that we do not currently own, we will be obligated to purchase such securities at a future date. We may incur a loss if its customers do not perform and the fair value of the sold securities increases subsequently.

Our customer clearance and settlement activities include the acceptance and clearance of equities, fixed income, futures, and option contracts for our customers, which are primarily institutional, commercial, exchange members and retail customers introduced by registered introducing broker-dealers, and direct customers. We guarantee to the respective clearing houses or other broker-dealers our customers’ performance under these contracts. In accordance with regulatory requirements and market practice, we require our customers to meet, at a minimum, the margin requirements established by regulatory bodies. These activities may expose us to off-balance-sheet risk in the event the customer is unable to fulfill its contractual obligation.

We may be required to pledge eligible collateral with our banking or, securities lending counterparties, or central clearing organizations. In the event a counterparty is unable to meet its contractual obligation to return pledged collateral, we may be exposed to the risk of acquiring the underlying securities at prevailing market prices. All counterparty agreements are secured by securities or cash at or in excess of amounts loaned. We and our counterparties control this risk by monitoring the market value of securities pledged on a daily basis and by requiring adjustments of collateral levels in the event of excess market exposure. As of December 31, 2020, 2019, and 2018, we did not have significant concentrations of credit risk with any one customer or counterparty or with any group of customers or counterparties. Our credit exposure is to a great extent mitigated by our policy of periodically review the credit standing of counterparties with which we conduct business. While this methodology is effective in most situations, it may not be effective in situations where no liquid market exists for the relevant securities. Our Risk Management Committee continually monitors and evaluates our risk management policies, including the implementation of policies and procedures to enhance the detection and prevention of potential events to mitigate margin loan losses.

205

Interest rate risk

We pay our clients interest rebates on cash balances held based on the Effective Federal Funds rate. In a normal rate environment, we may invest a portion of these funds in U.S. government securities and bank deposits with maturities greater than six months. If interest rates were to increase rapidly and substantially, our net interest income would not increase proportionally with the interest rates for the portion of the funds invested in the U.S. government securities and bank deposits with fixed yields. In addition, the mark-to-market changes in the value of these fixed rate securities will be reflected in other income, instead of net interest income. Changes in interest rates will impact our asset-based revenue. Based on customer cash and investments of $9.1 billion as of December 31, 2020, an unexpected change in short-term interest rates of 25 basis points would result in an increase or decrease in income before income taxes of approximately $8.2 million on an annual basis. Actual impacts may vary depending on interest rate levels and the significance of change. We do not approximate mark-to-market impact from interest rate changes; if U.S. government securities whose prices were to fall under these scenarios were held to maturity, as intended, then the reduction in other income would be temporary, as the securities would mature at par value.

Additionally, changes to interest rates will impact the cost of our borrowing. Short term borrowings under our secured bank credit facilities bears interest at a rate that varies with the federal funds rate, have no stated expiration dates, and are repayable on demand. In general, the advance requires between 80% and 95% of the collateral value posted, and the banks have the authority to not accept certain collateral or to set concentration limits. Our uncommitted, unsecured lines of credit bear interest at a rate that varies with the Prime rate, federal funds rate or 30-day LIBOR rate, have no stated expiration date, and are repayable on demand. The committed, unsecured lines of credit bear interest at a rate that varies with the federal funds rate. We had no variable-rate debt outstanding as of December 31, 2020.     

Collateral finance

We deposit customers’ margin securities with lending institutions as collateral for borrowings. If a lending institution does not return a security, we may be obligated to purchase the security at prevailing market prices in order to return it to our customer. In such circumstances, we may incur a loss equal to the amount by which the market value of the security exceeds the value of the loan from the lending institution. In connection with securities financing activities, we enter into securities borrowing and lending arrangements which may result in significant credit exposure in the event the counterparty to the transaction is unable to fulfill is contractual obligations. The amount of such risk cannot be quantified but we continually monitor the exposure to this risk.

Digital asset risk

Digital asset prices have been volatile and are subject to influence by many factors including the level of liquidity. Crypto assets may experience sharp declines in value. The amount of such risk cannot be quantified but we do not expect a 10% change in the relative price of crypto assets would have a material effect on our cash flows and operating results.

206

BENEFICIAL OWNERSHIP OF SECURITIES

Security Ownership of Certain Beneficial Owners and Management of Northern Star

The following table sets forth information regarding (i) the actual beneficial ownership of Northern Star common stock as of April 2, 2021 (prior to consummation of the Business Combination and the PIPE Transaction) and (ii) immediately following the consummation of the Business Combination and the PIPE Transaction by:

• each person known by Northern Star to be the beneficial owner of more than 5% of Northern Star’s outstanding shares of common stock either on April 2, 2021 or after the consummation of the Business Combination;

• each of Northern Star’s current executive officers and directors;

• each person who will become an executive officer or a director of Northern Star upon the consummation of the Business Combination, assuming both no redemption and maximum redemption;

• all of Northern Star’s current executive officers and directors as a group; and

• all of Northern Star’s executive officers and directors as a group immediately following the consummation of the Business Combination, assuming both no redemption and maximum redemption.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

At any time prior to the special meeting, during a period when they are not in possession of any material nonpublic information regarding Northern Star or its securities, the Sponsor, Northern Star’s officers and directors, Apex Fintech or its members and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or who elect to convert, or indicate an intention to convert, their public shares into a pro rata portion of the trust account, or they may execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of New Apex common stock, to vote their shares in favor of the business combination proposal or to refrain from exercising their redemption rights. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirement that the holders of a majority of the shares entitled to vote at the special meeting to approve the business combination proposal vote in its favor and that the conditions to the closing of the Mergers (such as the condition that the New Apex common stock be listed on the NYSE) otherwise will be met, where it appears that such requirement would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Northern Star initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on New Apex common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the then-current market price and may therefore be more likely to sell the shares he, she or it owns, either prior to or immediately after the special meeting.

No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/prospectus. Northern Star will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

207

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of Northern Star common stock beneficially owned by them.

	Before the Business Combination and PIPE Transaction(1)					After the Business Combination and PIPE Transaction
						Assuming No Redemption(2)					Assuming Maximum Redemption(3)
Name and Address of Beneficial Owner	Number of Shares of Northern Star Common Stock		Approximate Percentage of Outstanding Shares			Number of Shares of New Apex common stock		Approximate Percentage of Outstanding Shares			Number of Shares of Northern Star Common Stock		Approximate Percentage of Outstanding Shares
Directors and Executive officers Pre-Business Combination(4)
Joanna Coles(5)6)		9,708,334		19.4	%		9,708,334		1.7	%		9,708,334		1.8	%
Jonathan J. Ledecky(5)(6)		9,708,334		19.4	%		9,708,334		1.7	%		9,708,334		1.8	%
James H.R. Brady(6)		116,667		*			116,667		*			116,667		*
Kirsten A. Green(5)		58,333		*			58,333		*			58,333		*
David Shapiro(5)		58,333		*			58,333		*			58,333		*
Maryann Turcke(5)		58,333		*			58,333		*			58,333		*
All executive officers and directors as a group (six individuals)(5)		10,000,000		20	%		10,000,000		1.8	%		10,000,000		1.9	%
Directors and Executive Officers Post-Business Combination
William Capuzzi		—		—			6,100,879		1.1	%		6,100,879		1.2	%
Tricia Rothschild(7)		—		—			—		—			—		—
William Brennan(8)		—		—			—		—			—		—
Christopher Springer(9)		—		—			—		—			—		—
Josh Gray(10)		—		—			—		—			—		—
John Mollica(11)		—		—			—		—			—		—
Bryan Jacobsen(12)		—		—			—		—			—		—
Jennifer Just(13)		—		—			459,416,904		81.3	%		459,416,904		87.5	%
Matthew Hulsizer(14)		—		—			459,416,904		81.3	%		459,416,904		87.5	%
Joanna Coles		9,708,334		19.4	%		9,708,334		1.7	%		9,708,334		1.8	%
All executive officers and directors as a group (10 individuals)		9,708,334		19.4	%		475,226,117		84.1	%		475,226,117		90.5	%
5% Beneficial Holders
PEAK6 APX Holdings LLC(12)		—		—			379,307,139		67.1	%		379,307,139		72.2	%
PEAK6 Group LLC(13)		—		—			80,109,765		14.2	%		80,109,765		15.3	%
Northern Star Sponsor LLC		9,708,334		19.4	%		9,708,334		1.7	%		9,708,334		1.8	%
Arena Capital Advisors, LLC – CA		2,583,625		5.2	%		2,583,625		*			—		—
Adage Capital Advisors, LLC		3,150,000		6.3	%		3,150,000		*			—		—
Soroban Capital Partners LP		3,960,000		7.9	%		3,960,000		*			—		—

* Less than 1%.

(1) The pre-Business Combination and PIPE Transaction percentage of beneficial ownership of Northern Star in the table above is calculated based on 40,000,000 shares of Northern Star’s Class A Common Stock and 10,000,000 shares of Northern Star’s Class B Common Stock outstanding as of April 7, 2021. The amount of beneficial ownership does not reflect the common stock issuable upon exercise of Northern Star’s warrants, as such warrants may not be exercisable within 60 days.

(2) Assuming no redemption, the post-Business Combination and PIPE Transaction percentage of beneficial ownership of Northern Star is calculated based on 565,100,000 shares of New Apex common stock outstanding, which includes approximately 470,000,000 shares of Apex Fintech common stock estimated to be issued in connection with the Business Combination, plus 50,000,000 existing shares, including founder

208

interests, plus 45,000,000 shares issued in connection with the PIPE Transaction, plus 100,000 shares issued to a Northern Star consultant. The number of outstanding shares after the Business Combination and the PIPE Transaction assumes that none of the 2023 Notes are converted prior to the closing of the Business Combination. The amount of beneficial ownership for each individual or entity post-Business Combination excludes shares of common stock issuable upon exercise of Northern Star’s warrants, as such warrants will not become exercisable until the later of January 28, 2022 and 30 days after the consummation of the Business Combination. Unless otherwise indicated, Northern Star believes that all persons named in the table have sole voting and investment power with respect to all common stock beneficially owned by them upon consummation of the Business Combination and the PIPE Transaction.

(3) Assuming maximum redemption, the post-Business Combination and PIPE Transaction percentage of beneficial ownership of Northern Star is calculated based on 525,100,000 shares of New Apex common stock outstanding, which includes approximately 470,000,000 shares of Apex Fintech common stock estimated to be issued in connection with the Business Combination, plus 10,000,000 existing shares, including founder interests, plus 45,000,000 shares issued in connection with the PIPE Transaction, plus 100,000 shares issued to a Northern Star consultant. The number of outstanding shares after the Business Combination and the PIPE Transaction assumes that none of the 2023 Notes are converted prior to the closing of the Business Combination. The amount of beneficial ownership for each individual or entity post-Business Combination excludes shares of common stock issuable upon exercise of Northern Star’s warrants, as such warrants will not become exercisable until the later of January 28, 2022 and 30 days after the consummation of the Business Combination. Unless otherwise indicated, Northern Star believes that all persons named in the table have sole voting and investment power with respect to all common stock beneficially owned by them upon consummation of the Business Combination and the PIPE Transaction.

(4) Unless otherwise indicated, the business address of each of the individuals is c/o Graubard Miller, The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174.

(5) Represents shares of Northern Star’s Class B Common Stock. Upon the closing of the Business Combination and the PIPE Transaction, such shares will be converted into shares of Northern Star’s Class A Common Stock on a one-for-one basis. Excludes 9,750,000 shares of New Apex common stock issuable upon exercise of the private warrants, which will not become exercisable within 60 days.

(6) Represents securities held by the Sponsor, Northern Star II Sponsor LLC, of which each of Ms. Coles and Mr. Ledecky is a managing member. Notwithstanding their dispositive and voting control over such shares, each of Ms. Coles and Mr. Ledecky disclaims beneficial ownership of the shares of New Apex common stock held by Northern Star II Sponsor LLC, except to the extent of his or her proportionate pecuniary interest therein.

(7) Excludes                 shares of our common stock issuable upon settlement of restricted stock units granted at closing of the Business Combination which shall settle one year thereafter regardless of whether such individual remains an employee of New Apex or one of its subsidiaries as of such date.

(8) Excludes                 shares of our common stock issuable upon settlement of restricted stock units granted at closing of the Business Combination which shall settle one year thereafter regardless of whether such individual remains an employee of New Apex or one of its subsidiaries as of such date.

(8) Excludes                 shares of our common stock issuable upon settlement of restricted stock units granted at closing of the Business Combination which shall settle one year thereafter regardless of whether such individual remains an employee of New Apex or one of its subsidiaries as of such date.

(10) Excludes                 shares of our common stock issuable upon settlement of restricted stock units granted at closing of the Business Combination which shall settle one year thereafter regardless of whether such individual remains an employee of New Apex or one of its subsidiaries as of such date.

(11) Excludes                 shares of our common stock issuable upon settlement of restricted stock units granted at closing of the Business Combination which shall settle one year thereafter regardless of whether such individual remains an employee of New Apex or one of its subsidiaries as of such date.

(12) Excludes                  shares of our common stock issuable upon settlement of restricted stock units granted at closing of the Business Combination which shall settle one year thereafter regardless of whether such individual remains an employee of New Apex or one of its subsidiaries as of such date.

209

(13) Reflects all shares held by PEAK6 Group LLC and PEAK6 APX Holdings LLC as PEAK6 LLC is the direct or indirect managing member of such shares and may be deemed to beneficially own the reported shares. Matthew Hulsizer and Jennifer Just disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

(14) Reflects the contribution, effective as of immediately following closing of the Business Combination, of all shares of New Apex common stock issuable to PEAK6 Investments LLC, a current shareholder of Apex Fintech, to PEAK6 APX Holdings LLC. The managing member of PEAK6 APX Holdings LLC is PEAK6 LLC, a Delaware limited liability company, which may be deemed to beneficially own the reported shares. The sole and managing members of PEAK6 LLC are Matthew Hulsizer and Jennifer Just, each of whom disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The address of PEAK6 APX Holdings LLC and PEAK6 LLC is 141 W Jackson Blvd., Suite 500, Chicago, Illinois 60604.

(15) Includes 8,524,344 shares expected to be issued to PEAK6 Group LLC as a result of the conversion of outstanding loans due to PEAK6 Group LLC from Apex Fintech with the actual amount to be dependent on the date of the Business Combination closing. Also reflects a reduction of 4,075,491 shares that are expected to be contributed by PEAK6 Group LLC to Apex Fintech at the closing of the Mergers to be awarded to employees of Apex Fintech or its subsidiaries as a restricted stock appreciation award. The sole member of PEAK6 Group LLC is PEAK6 Investments LLC, a Delaware limited liability company, whose managing member is PEAK6 LLC, a Delaware limited liability company, which may be deemed to beneficially own the reported shares. The sole and managing members of PEAK6 LLC are Matthew Hulsizer and Jennifer Just, each of whom disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The address of PEAK6 Investments LLC and each of the entities listed above is 41 W Jackson Blvd., Suite 500, Chicago, Illinois 60604.

(16) Arena Capital Advisors, LLC is an investment adviser to (i) Arena Short Duration High Yield Fund, LP – Series A, (ii) Arena Short Duration High Yield Fund, LP – Series B, (iii) Arena Short Duration High Yield Fund, LP – Series C, (iv) Arena Short Duration High Yield Fund, LP – Series E, (v) Arena Capital Fund, LP – Series 3, (vi) Arena Capital Fund, LP – Series 4, (vii) Arena Capital Fund, LP – Series 5, (viii) Arena Capital Fund, LP – Series 6, (ix) Arena Capital Fund, LP – Series 8, and (x) Arena Capital Fund, LP – Series 10, which has the power to dispose of and vote the shares of Class A Common Stock beneficially owned by the foregoing. The address of Arena Capital Advisors, LLC – CA is 12121 Wilshire Blvd., Suite 1010, Los Angeles, CA 90025.

(18) Adage Capital Advisors, LLC is the managing member of Adage Capital Partners GP, LLC, the general partner of Adage Capital Partners, L.P., which has the power to dispose of and vote the shares of Class A Common Stock beneficially owned by it, which power may be exercised by its general partner, Adage Capital Partners GP, LLC, which operations are directed by Adage Capital Advisors, LLC. The managing members of Adage Capital Advisors, LLC are Robert Atchinson and Phillip Gross, each of whom disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The address of Adage Capital Advisors, LLC is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

(19) Soroban Capital Partners GP LLC is the general partner of Soroban Capital Partners LP, which is an investment adviser to Soroban Opportunities Master Fund LP, which beneficially owns shares of Class A Common Stock. The managing partner of Soroban Capital Partners GP LLC is Eric W. Mandelblatt. The address of Soroban Capital Partners GP LLC, Soroban Capital Partners LP and Soroban Capital GP LLC is 55 West 46th Street, 32nd Floor, New York, NY 10036. The address of Soroban Opportunities Master Fund LP is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.

The Sponsor and Northern Star’s officers and directors beneficially own 20% of Northern Star’s issued and outstanding common stock as of April 7, 2021. Because of this ownership block, such individuals may be able to effectively exercise control over all matters requiring approval by Northern Star’s stockholders, including the election of directors and approval of significant corporate transactions other than approval of its initial business combination.

210

Certain of Apex Fintech’s members have entered or will enter into the Lock-Up Agreement, which provides that shares of New Apex common stock to be issued to them in the Initial Merger will be subject to a 12-month lock-up period, during which, subject to certain exceptions, they will not, directly or indirectly, sell, transfer or otherwise dispose of their shares to be issued in the Initial Merger, which period may be earlier terminated if the reported closing sale price of the New Apex common stock equals or exceeds $15.00 per share (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations or other similar transactions) for a period of 20 trading days during any 30-trading-day period commencing at least 150 days following the consummation of the Merger. In addition, Northern Star has agreed to cause its initial stockholders to amend the existing lock-up restrictions applicable to them and enter into agreements substantially identical to the Lock-Up Agreement, so that the lock-up restrictions with respect to such initial stockholders’ Northern Star common stock will be identical to the lock-up restrictions applicable to Apex Fintech’s members who have entered, or will enter, into the Lock-Up Agreement. Furthermore, pursuant to a letter agreement executed in connection with Northern Star’s initial public offering, the private warrants will not be transferable, assignable or salable by the Sponsor until 30 days after the completion of Northern Star’s initial business combination.

211

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Northern Star Related Person Transactions

In November 2020, Northern Star issued 8,625,000 founder shares to the Sponsor for $25,000 in cash, at a purchase price of approximately $0.003 per share, in connection with Northern Star’s organization. The Sponsor subsequently transferred 50,000 founder shares to each independent director and 100,000 founder shares to Northern Star’s chief financial officer, in each case at the same per-share purchase price paid by the Sponsor. In January 2021, Northern Star effected a dividend of approximately 0.167 shares for each outstanding share, resulting in there being an aggregate of 10,062,500 founder shares outstanding. As a result of the underwriters’ partial exercise of the overallotment option on January 28, 2021, the Sponsor surrendered 62,500 founder shares for no consideration. In connection with the Business Combination, each outstanding share of Northern Star’s Class B Common Stock will convert into one share of Northern Star’s Class A Common Stock at the closing, the Class B Common Stock will cease to exist and Northern Star will thereafter have a single class of common stock.

The Sponsor purchased an aggregate of 9,750,000 private warrants at the closing of Northern Star’s initial public offering at a price of $1.00 per warrant (for a total purchase price of $9,750,000) from Northern Star on a private placement basis. The private warrants are identical to the warrants included in the units sold in Northern Star’s initial public offering except that the private warrants: (i) are not redeemable by Northern Star, and (ii) may be exercised for cash or on a cashless basis, as described in the prospectus for Northern Star’s initial public offering, so long as they are held by the initial purchasers or any of their permitted transferees. If the private warrants are held by holders other than the initial purchasers or any of their permitted transferees, they will be redeemable by Northern Star and exercisable by the holders on the same basis as the warrants included in the units being sold in its initial public offering.

Under the Merger Agreement, Northern Star has agreed to cause its initial stockholders, including the holders of the founder shares and private warrants, to amend the existing lock-up restrictions applicable to them and enter into agreements substantially identical to the Lock-Up Agreement executed or to be executed by certain of Apex Fintech’s members, so that the lock-up restrictions with respect to the initial stockholders’ Northern Star common stock will be identical to the lock-up restrictions applicable to such members of Apex Fintech. The agreement provides that the founder shares will be subject to a 12-month lock-up period, during which, subject to certain exceptions, the holders of such shares will not, directly or indirectly, sell, transfer or otherwise dispose of such shares, which period may be earlier terminated if the reported closing sale price of the Northern Star common stock equals or exceeds $15.00 per share (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations or other similar transactions) for a period of 20 trading days during any 30-trading-day period commencing at least 150 days following the consummation of the Mergers. Furthermore, pursuant to a letter agreement executed in connection with Northern Star’s initial public offering, the private warrants will not be transferable, assignable or salable by the Sponsor until 30 days after the completion of Northern Star’s initial business combination.

Under the Merger Agreement, the holders of the founders shares and the private warrants, along with certain members of Apex Fintech, will enter into the Registration Rights Agreement, pursuant to which they will be granted certain rights to have registered, in certain circumstances, the resale under the Securities Act of certain shares of Northern Star common stock held by them, subject to certain conditions set forth therein. Northern Star will use reasonable best efforts to terminate its existing registration rights agreement with the Northern Star initial stockholders (which is a condition to Apex Fintech’s obligation to consummate the Mergers). See the section entitled “The Business Combination Proposal—Related Agreements.”

Prior to Northern Star’s initial public offering, the Sponsor loaned Northern Star an aggregate of $150,000 to cover expenses related to the initial public offering pursuant to a promissory note. The promissory note was non-interest bearing and payable on the earlier of June 30, 2021, the date on which the initial public offering was completed or the date on which we determined not to proceed with the initial public offering. The promissory note was repaid upon the consummation of the initial public offering on January 28, 2021.

212

Other than as described above, no compensation of any kind was or will be paid by Northern Star to its Sponsor, executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Northern Star’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, which totaled $             as of                 , 2021. Northern Star’s audit committee will review on a quarterly basis all payments that were made to Northern Star’s sponsor, officers, directors or its or their affiliates.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the Sponsor and Northern Star’s officers and directors or their respective affiliates may, but are not obligated to, loan Northern Star funds as may be required. If Northern Star completes its initial business combination, Northern Star would repay such loaned amounts, if any. In the event that the initial business combination does not close, Northern Star may use a portion of the working capital held outside the trust account to repay such loaned amounts, if any, but no proceeds from the trust account would be used for such repayment. If made, such loans shall be non-interest bearing and repayable in cash at the closing of the Mergers.

After the Business Combination, members of Northern Star’s management team who remain with Northern Star may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. The amount of such compensation may not be known at the time of a stockholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K, as required by the SEC.

Apex Fintech Related Person Transactions

The following is a description of each transaction since January 1, 2018 and currently proposed transaction in which Apex Fintech was or is to be a participant and where the amount involved exceeded or is to exceed $120,000 in any given year, and in which any director or executive officer of Apex Fintech, any beneficial owner of more than five percent of the voting securities of Apex Fintech or any immediate family member of any of the foregoing has a direct or indirect material interest.

Expense reimbursements, shared services and other arrangements with PEAK6 Investments LLC and certain of its subsidiaries

Apex Fintech (including its subsidiaries) has entered into certain expense sharing and administrative services agreements with PEAK6 Investments LLC, which is a member of Apex Fintech owning in excess of 80% of the outstanding voting securities of Apex Fintech. We refer to PEAK6 Investments LLC together with one or more of its direct or indirect subsidiaries (excluding Apex Fintech and its direct and indirect subsidiaries) in this section collectively as “PEAK6.”

Administrative Services and Expense Sharing Agreement with PEAK6 Group LLC

On June 5, 2012, PEAK6 Investments, L.P. entered into an Administrative Services and Expense Sharing Agreement with Apex (the “Original Administrative Services and Expense Sharing Agreement”). PEAK6 Group LLC, a subsidiary of PEAK6 and a member of Apex Fintech owning 16.39367% of the outstanding voting securities of Apex Fintech, succeeded to the interest of PEAK6 Investments, L.P. in this agreement on October 1, 2018 when PEAK6 Investments, L.P. was converted into PEAK6 Group LLC. Under this agreement, PEAK6 Group LLC and its affiliates provide the following services to Apex or one or more of its subsidiaries: procurement of technology and hardware, use of contracts, welfare benefits for employees, office space and related services and equipment, business insurance, human resource services and support, technology, infrastructure and information security services, finance and accounting services, compliance and legal support

213

and services, marketing services, risk management and certain other services. In exchange for the foregoing services, Apex Fintech and/or one of its subsidiaries pays to PEAK6 Group LLC on a monthly basis the direct and indirect costs of such services, including: (i) vendor costs (such as human resource information systems and ERP systems, sign on systems and other IT systems), (ii) charges related to Apex’s employees being covered under PEAK6 Group LLC’s benefit plans; (iii) rent costs relating to instances where Apex shares office spaces rented by PEAK6 Group LLC; (iv) employee costs for PEAK6 employees performing the foregoing services for the benefit of Apex and (iv) certain shared services costs, which include costs related to legal, tech, HR and other shared services provided by PEAK6. Under this agreement, until December 14, 2018, the Company also paid to PEAK6 Group LLC a “Revenue Fee” which was equal to 2% of the Company’s consolidated gross revenues for the periods covered by each invoice. The costs invoiced by PEAK6 Group LLC to Apex are passed through to Apex on a cost basis with no mark-up. During the years ended December 31, 2018, 2019 and 2020, Apex made total payments to PEAK6 Group LLC under this agreement of $3,473,617, $7,140,300 and $12,903,418, respectively.

Administrative Services and Expense Sharing Agreement with PEAK6 Group LLC and Apex Crypto LLC

Group LLC and Apex Crypto LLC

On January 1, 2021, PEAK6 entered into an Administrative Services and Expense Sharing Agreement, to which Apex Crypto (which Apex Fintech has a contractual option to acquire from PEAK6), Apex Pro, ETC Processing Technologies LLC and Kairos (which became a wholly-owned subsidiary of Apex Fintech on February 12, 2021 and was a wholly-owned subsidiary of PEAK6 for periods prior to February 12, 2021) (collectively, the “Company Subsidiaries”) were added. Consistent with the Original Administrative Services and Expense Sharing Agreement, under this agreement, PEAK6 Group LLC and its affiliates provide the following services to the subsidiaries of Apex Fintech that are parties thereto: treasury and cash management, accounting and bookkeeping, legal and compliance, and infrastructure and information technology and certain other services. In exchange for the foregoing services, collectively, the Company Subsidiaries pay the following charges to PEAK6 Group LLC on a monthly basis: (i) vendor costs (such as applicant tracking systems, a multiple factor authentication platform, and other IT systems), (ii) employee costs for PEAK6 employees performing the foregoing services for the benefit of the Company Subsidiaries; (iii) rent costs relating to instances where Company Subsidiaries share office spaces rented by PEAK6 Group LLC and (iv) certain shared services costs, which include costs related to legal, tech, HR and other shared services provided by PEAK6 to the Company Subsidiaries. The costs invoiced by PEAK6 Group LLC to the Company Subsidiaries are passed through to the Company Subsidiaries on a cost basis with no mark-up. During the years ended December 31, 2018, 2019 and 2020, the Company Subsidiaries made total payments to PEAK6 Group LLC under this agreement of $0, $4,569,353 and $6,796,221, respectively.

Support Services Agreement with Kairos Solutions LLC

Apex, a wholly-owned subsidiary of Apex Fintech, and Kairos, a wholly-owned subsidiary of Apex Fintech as of February 12, 2021 and a wholly-owned subsidiary of PEAK6 for periods prior to February 12, 2021, entered into a Support Services Agreement on September 9, 2019 (which was later amended on November 17, 2020). Under this agreement, Apex charges Kairos for the time spent by Apex employees providing the following services to Kairos: software design and development, consulting, and other technology and infrastructure support. The amounts invoiced by Apex to Kairos have historically been charged at cost plus a 5% margin. During the years ended December 31, 2018, 2019 and 2020, Kairos made total payments to Apex under this agreement of $0.00, $0.00 and $1,626,155, respectively.

Support Services Agreement with Kairos Solutions LLC

Apex Pro, a wholly-owned subsidiary of Apex Fintech, and Kairos, a wholly-owned subsidiary of Apex Fintech as of February 12, 2021 and a wholly-owned subsidiary of PEAK6 for periods prior to February 12, 2021,

214

entered into a Support Services Agreement on November 22, 2019. Under this agreement, Apex Pro charges Kairos for the time spent by Apex Pro employees and others dedicated to its business providing the following services to Kairos: software design and development, consulting, and other technology and infrastructure support. The amounts invoiced by Apex Pro to Kairos have historically been charged at cost plus a 5% margin. During the years ended December 31, 2018, 2019 and 2020, Kairos made total payments to Apex Pro under this agreement of $0.00, $0.00 and $240,451, respectively.

Services and Expense Sharing Agreement

Apex, Apex Pro, Apex Crypto and Kairos, entered into the Services and Expense Sharing Agreement, dated as of April 1, 2020, with PEAK6 and PEAK6 NI Limited, an indirect wholly-owned subsidiary of PEAK6 and a direct wholly-owned subsidiary of PEAK6 Group LLC which operates as a technology center in Belfast, Northern Ireland. Under this agreement, PEAK6 NI Limited provides developers and other technology services, including engineering, development, data feed, infrastructure, IT, security, and similar services, when requested by Apex, Apex Pro, Apex Crypto and Kairos. The amounts invoiced by PEAK6 NI Limited to the foregoing subsidiaries of Apex Fintech under this agreement have historically been charged at cost plus a 15% margin. During the years ended December 31, 2018, 2019 and 2020, Apex made total payments to PEAK6 NI Limited under this agreement of $0.00, $0.00 and $224,850, respectively.

Incentive Fee

Prior to December 14, 2018, Apex Fintech paid an incentive fee to PEAK6 based on the consolidated revenues of Apex Fintech as additional consideration for PEAK6 providing services to the Company. Incentive fee payments were provided for in the Third Amended and Restated Limited Liability Company Agreement of the Company, dated May 22, 2017, which was amended and restated on December 14, 2018 to, among other things, terminate the incentive fee. Between January 1, 2018 and December 14, 2018, when the incentive fee entitlement was terminated, Apex Fintech paid PEAK6 an aggregate incentive fee of $12,267,271.00. During the years ended December 31, 2019 and 2020, Apex Fintech paid no incentive fees and there is no unpaid incentive fee outstanding.

PEAK6 Capital Management Customer Arrangement

Peak6 Capital Management LLC (“CapMan”), a subsidiary of Peak6 Group LLC and Peak6, entered into a fully disclosed clearing agreement and joint back office arrangement with Apex in January 2015 whereby Apex provides custody and clearing services, among other things to CapMan. During the years ended December 31, 2018, 2019 and 2020, CapMan made total payments to Apex under this agreement of $3,300,789.27, $810,558.38 and $286,862.05, respectively.

Indebtedness

In addition to the foregoing arrangements, Apex Fintech has entered into certain instruments of indebtedness with certain of its members as described below.

Credit Agreement with PEAK6 Group LLC

On January 28, 2021, Apex Fintech entered into a Credit Agreement with PEAK6 Group LLC with a commitment amount from PEAK6 Group LLC of $40,000,000.00 and an interest rate on borrowings of 5% per annum. The Company and PEAK6 Group LLC amended the Credit Agreement on February 2, 2021 to increase the commitment amount to $110,000,000.00 (but not to change the interest rate). No payments are required to be made under this facility until maturity, which occurs on January 31, 2022 or, if earlier, a change of control of Apex Fintech. No payments have been made to date by Apex Fintech under this agreement, the entire commitment has been drawn, and Apex Fintech has contributed the proceeds as equity to Apex. It is currently

215

expected that on or before the closing of the Business Combination, outstanding principal and accrued but unpaid interest under this agreement will be repaid in part, with the remainder converted into equity, along with all other indebtedness owed by Apex Fintech to PEAK6 and PEAK6 Group through an aggregate cash payment of $120 million, transfer of shares of capital stock of Stash Financial, Inc. owned by Apex Fintech with an aggregate value of $            and the remaining balance converted to equity. As a result, this agreement will no longer be effective as of such closing.

2021 Credit Agreement with PEAK6 Investments LLC

On January 28, 2021, the Company entered into a Credit Agreement with PEAK6 with a commitment amount from PEAK6 of $60,000,000.00 and an interest rate on borrowings of 5% per annum. No payments are required to be made under this facility until maturity, which occurs on January 31, 2022 or, if earlier, a change of control of Apex Fintech. No payments have been made to date by Apex Fintech under this agreement, $90 million of the commitment has been drawn, and Apex Fintech has contributed the proceeds as equity to Apex. It is currently expected that on or before the closing of the Business Combination, outstanding principal and accrued but unpaid interest under this agreement will be repaid in part, with the remainder converted into equity along with all other indebtedness owed by Apex Fintech to PEAK6 and PEAK6 Group through an aggregate cash payment of $120 million, transfer of shares of capital stock of Stash Financial, Inc. owned by Apex Fintech with an aggregate value of $            and the remaining balance converted to equity. As a result, this agreement will no longer be effective as of such closing.

Second Amended and Restated Credit Agreement with PEAK6 Investments LLC

On March 11, 2020, Apex Fintech and PEAK6 entered into a Credit Agreement with a commitment amount from PEAK6 of $75,000,000.00 and an interest rate on borrowings of 10% per annum. No payments were required to be made under this facility until maturity, which was to occur on March 11, 2021 or, if earlier, a change of control of Apex Fintech. Apex Fintech first drew $25,000,000 under that agreement on March 13, 2020 and contributed the proceeds as equity to Apex to provide Apex with extra liquidity during market volatility associated with the COVID-19 pandemic.

On June 8, 2020, Apex Fintech, PEAK6 and Social Finance, Inc. (“SoFi”) amended and restated the Credit Agreement to allow SoFi, which is also a member of the Company that, at the time owned 16.6667% of the outstanding membership interests of Apex Fintech and now owns 0.0881% of the outstanding membership interests of Apex Fintech prior to the Business Combination, to participate in the credit facility. SoFi participated in the credit facility from June 8, 2020 on a pro rata basis with PEAK6 based on their respective ownership percentages in Apex Fintech. The Amended and Restated Credit Agreement increased the aggregate commitment amount to $90,000,000.00, with PEAK6 committing to approximately $74.7 million and SoFi committing to approximately $15.3 million. At the time the Amended and Restated Credit Agreement was entered into by Apex Fintech, PEAK6 and SoFi, $25,000,000.00 remained drawn and no further amounts were drawn at that time.

On July 1, 2020, Apex Fintech drew an additional $20,000,000.00 under the credit facility to make an investment into Stash Financial, Inc. Both PEAK6 and SoFi participated in the draw, pro rata, raising the aggregate drawn principal amount to $45,000,000.00.

On January 19, 2021, Apex Fintech drew an additional $3.5 million under the credit facility in order to participate in Stash Financial, Inc.’s Series G equity financing. PEAK6 was the only lender party to participate in such funding.

On February 19, 2021, Apex Fintech elected to repay the portion of the outstanding principal plus accrued and unpaid interest thereon drawn under the Amended and Restated Credit Agreement (an amount of approximately $8.17 million) and attributable to SoFi. In connection with that repayment, Apex Fintech, PEAK6 and SoFi adopted a second amended and restated credit agreement to remove SoFi as a lender thereunder. Apex Fintech no

216

longer owes any repayment to SoFi under this credit facility. On February 19, 2021, Apex Fintech and PEAK6 entered into the Second Amended and Restated version of the Credit Agreement to, among other things, reflect the elimination of SoFi as lender and extend the maturity date to February 18, 2022. No other payments have been made to date by Apex Fintech under this agreement. It is currently expected that on or before the closing of the Business Combination, outstanding principal and accrued but unpaid interest under the Second Amended and Restated Credit Agreement will be repaid in part, with the remainder converted into equity, along with all other indebtedness owed to PEAK6 Investments and PEAK6 Group through an aggregate cash payment of $120 million, transfer of shares of capital stock of Stash Financial, Inc. owned by Apex Fintech with an aggregate value of                    and the remaining balance converted to equity. As a result, this agreement will no longer be effective as of such closing.

Notes in connection with the Apex Pro Acquisition

PEAK6 Note

On September 6, 2019, Apex Fintech entered into a Senior Secured Promissory Note with PEAK6 in an initial principal amount of $53,186,913.11 (the “Original ETC Note”) in order to fund the acquisition of Apex Pro and ETC Processing Technologies LLC. The interest rate under this Senior Secured Promissory Note was 12.5% per annum. The maturity date of the original Senior Secured Promissory Note was August 31, 2020.

On November 22, 2019, the Senior Secured Promissory Note was amended and restated to provide for, among other things, (i) multiple notes to be issued and (ii) SoFi to participate in the series of notes pro rata with PEAK6 based on their respective ownership percentages in Apex Fintech at that time. The amount under PEAK6’s Amended and Restated Senior Secured Promissory Note was reduced to $45,248,341.32 based on SoFi’s participation in its Senior Secured Promissory Note described below, with the $9,049,668.26 funded by SoFi being used to reduce the amount due to PEAK6 Investments LLC. The Amended and Restated Senior Secured Promissory Note was later amended pursuant to the Amendment No. 1, dated August 28, 2020 to provide for (i) a change in the interest rate to provide that following August 29, 2020, interest would accrue at a rate of 5% per annum and (ii) to extend the maturity date to August 31, 2021.

On February 14, 2021, Apex Fintech and PEAK6 further amended and restated the Amended and Restated Senior Secured Promissory Note, as amended. The resulting Second Amended and Restated Senior Promissory Note was entered into in connection with the issuance by Apex Fintech of the Convertible Notes. The principal amount outstanding remained the same and the interest rate under the Second Amended Senior Secured Promissory Note remained at 5%, but, among other changes, the parties terminated the security interests issued in connection with the Amended and Restated Senior Secured Promissory Note and made the Second Amended and Restated Senior Promissory Note an unsecured obligation. Other than as described in the immediately preceding paragraph, no payments have been made to date by Apex Fintech under this agreement. It is currently expected that on or before the closing of the Business Combination, outstanding principal and accrued but unpaid interest under the Second Amended Senior Secured Promissory Note will be repaid in part, with the remainder converted into equity, along with all other indebtedness owed to PEAK6 and PEAK6 Group through an aggregate cash payment of $120 million, transfer of shares of capital stock of Stash Financial, Inc. owned by Apex Fintech with an aggregate value of $                and the remaining balance converted to equity. As a result, this agreement will no longer be effective as of such closing.

Social Finance, Inc. Note

On November 22, 2019, as noted above, SoFi entered into a Senior Secured Promissory Note with Apex Fintech in an initial principal amount of $9,049,668.26 which was used to repay a portion of the Original ETC Note. The interest rate under this Senior Secured Promissory Note was 12.5% per annum. The maturity date of the Senior Secured Promissory Note was August 31, 2020. On August 28, 2020, this Senior Secured Promissory Note was amended pursuant to Amendment No. 1, that provided for (i) a change in the interest rate to provide that following August 29, 2020, interest would accrue at a rate of 5% per annum and (ii) to extend the maturity date to August 31, 2021.

217

On February 19, 2021, Apex Fintech repaid all amounts due and owing to SoFi under the Senior Secured Promissory Note, as amended (an amount equal to $10,137,487.97). Apex Fintech no longer owes any repayment to SoFi under the Senior Secured Promissory Note, as amended, and such agreement has been terminated.

Notes in connection with the redemption former members of the Company

On June 6, 2018, Apex Fintech entered into an Intercompany Note with PEAK6 Group LLC (as successor to PEAK6 Investments, L.P.) with an initial principal amount of $17,083,333.333. The proceeds from this Intercompany Note were used to redeem two former members of Apex Fintech. The Intercompany Note had an interest rate of 5% per annum and a maturity date of June 6, 2019. The note was prepaid in full and terminated in December of 2018 upon a cash payment to PEAK6 Group LLC equal to $17,530,721.12.

Transactions with members and former members of the Company

Subordinated debt arrangements

On June 5, 2017, PEAK6 Investments, L.P. (now PEAK6 Group) entered into a subordinated loan agreement (the “Initial PEAK6 Group Subordinated Loan Agreement”) with Apex with an initial principal amount equal to $37,750,000.00 and a maturity date of June 5, 2018. The initial interest rate was 4% per annum, and the maturity date was extended to June 5, 2019 on July 20, 2018. Apex paid PEAK6 Group $36,502,218.90 on December 13, 2018 in full satisfaction of the Initial PEAK6 Group Subordinated Loan Agreement.

On February 27, 2018, PEAK6 Investments, L.P. (now PEAK6 Group) entered into a subordinated loan agreement (the “Second PEAK6 Group Subordinated Loan Agreement”) with Apex with an initial principal amount equal to $25,000,000.00 and a maturity date of February 27, 2019. The initial interest rate was 11% per annum, and the interest rate was changed to 4% per annum effective as of June 5, 2018. Apex paid PEAK6 Group $25,230,136.00 on February 27, 2019 in full satisfaction of the Second PEAK6 Group Subordinated Loan Agreement.

On June 5, 2017, Quivet Neck Capital LLC (“Quivet”) entered into a subordinated loan agreement with Apex (the “Quivet Subordinated Loan Agreement”) with an initial principal amount equal to $1,625,000.00 and a maturity date of June 5, 2018. The interest rate was 12% per annum. Apex paid Quivet $1,722,232.88 on June 5, 2018 in full satisfaction of the Quivet Subordinated Loan Agreement.

On July 15, 2017, Woodland & West, LLC (“Woodland”) entered into a subordinated loan agreement with Apex (the “Woodland Subordinated Loan Agreement”) with an initial principal amount equal to $1,625,000.00 and a maturity date of July 15, 2018. The interest rate was 12% per annum. Apex paid Woodland $1,721,698.63 on July 12, 2018 in full satisfaction of the Woodland Subordinated Loan Agreement.

Redemption of former members of the Company

On June 6, 2018, Apex Fintech entered into a Redemption Agreement with Woodland and Quivet. Pursuant to that Redemption Agreement, Apex Fintech redeemed Woodland and Quivet, which, at the time, held a collective 8.3333333% of the outstanding membership interests of Apex Fintech, for an aggregate cash payment of $17,083,333.33. No further amounts or obligations are due and owing by Apex Fintech under such agreement.

SoFi Fully Disclosed Clearing Agreement

In connection with SoFi’s acquisition of a 16.667% interest in Apex Fintech on December 14, 2018, Apex entered into the First Amendment to the Fully Disclosed Clearing Agreement between Apex and SoFi Securities LLC (“the SoFi Clearing Agreement”) extending the term of the SoFi Clearing Agreement through December 14, 2026, among other changes. In the fiscal years ended December 31, 2018, 2019 and 2020, SoFi paid Apex $445,746, $1,347,015 and $4,181,519, respectively.

218

Post-closing PEAK6 Group Equity Awards

In connection with the closing of the Business Combination, PEAK6 Group intends to grant approximately 4 million shares of common stock of New ACH that it owns to Apex Fintech which in turn will grant such shares to employees of Apex Fintech in the form of restricted stock units (the “Appreciation Awards”). The shares so granted to employees will be subject to a one-year time vesting provision and will not be subject to other conditions, including continued employment. While the Appreciation Awards are being provided by PEAK6 Group and are a non-cash item, the grant of the Appreciation Awards will cause a GAAP accounting charge to New Apex in an amount equal to the number of shares so granted times the “closing price” on first day trading. Most executive officers of Apex are receiving an Appreciation Award.

Transfer of private securities held by Apex to members and former members of Apex Fintech

On March 16, 2018, Apex sold shares of a private investment in equity securities, and warrants to PEAK6 Investments, L.P. (which was converted into PEAK6 Group LLC) and received cash proceeds of $10,726,717 and $400,000 respectively for such sale.

On March 16, 2018 and August 20, 2018, Apex sold shares of a private investment in equity securities to Woodland & West, LLC, who was a member of Apex Fintech at the time of such sale, and received cash proceeds of $276,414 in the aggregate, for such sale.

On March 16, 2018 and August 20, 2018, Apex sold shares of a private investment in equity securities to Quivet Neck Capital LLC, who was a member of Apex Fintech at the time of such sale, and received cash proceeds of $276,414, in the aggregate, for such sales.

Reorganization Transactions in connection with the Business Combination

Kairos Solutions LLC

On February 12, 2021, the Company entered into a Contribution Agreement with PEAK6, whereby (a) PEAK6 contributed all of the issued and outstanding membership units of Kairos to the Company. In exchange for the contribution, which was valued at $50,000,000.00, Apex Fintech issued 1,685.4135 membership interests to PEAK6.

Apex Crypto LLC

On February 12, 2021, Apex Fintech entered into a Contribution Agreement and Option with PEAK6, whereby PEAK6 granted Apex Fintech the option to acquire all of the equity interests in Apex Crypto (valued at $27.0 million) in consideration for PEAK6 receiving on the date thereof an additional 910.1233 membership interests in Apex Fintech. Apex Fintech has agreed to exercise such option prior to the closing of the Mergers.

219

DESCRIPTION OF NEW APEX’S SECURITIES AFTER THE MERGERS

The following description of the material terms of the share capital of New Apex following the closing of the Business Combination includes a summary of specified provisions of the charter documents of New Apex that will be in effect upon completion of the Mergers. This description is qualified by reference to New Apex’s charter documents as will be in effect upon closing of the Business Combination, copies of which are attached to this proxy statement/prospectus and are incorporated in this proxy statement/prospectus by reference.

General

If the Business Combination is consummated, New Apex will replace its current charter with the proposed second amended and restated certificate of incorporation in the form attached to this proxy statement/prospectus as Annex B, which, in the judgment of the board of directors of Northern Star, is necessary to adequately address the needs of the combined company.

The following table sets forth a summary of the principal proposed changes and the differences between Northern Star’s stockholders’ rights under the existing charter and the proposed second amended and restated certificate of incorporation. This summary is qualified by reference to the complete text of the proposed second amended and restated certificate of incorporation, a copy of which is attached to this proxy statement/prospectus as Annex B. We urge you to read the proposed second amended and restated certificate of incorporation in its entirety for a complete description of the rights and preferences of the combined company’s securities following the Business Combination.

For more information on the charter proposals, see the Charter Proposals (Proposal Nos. 3-6).

	Existing Charter	Proposed Second Amended and Restated Certificate of Incorporation
Number of Authorized Shares	The existing charter provides that the total number of authorized shares of all classes of capital stock is 151,000,000 shares, consisting of (a) 125,000,000 shares of Class A common stock, par value $0.0001 per share, (b) 25,000,000 shares of Class B common stock, par value $0.0001 per share, and (c) 1,000,000 shares of preferred stock, par value $0.0001 per share. See Article Fourth of the existing charter.	The proposed second amended and restated certificate of incorporation increases the total number of authorized shares of all classes of capital stock to 1,300,000,000 shares, consisting of 1,200,000,000 shares of common stock, par value $0.0001 per share, and of 100,000,000 shares of preferred stock, par value $0.0001 per share. See Article Fourth of the proposed second amended and restated certificate of incorporation.
Common Stock	The existing charter authorizes 125,000,000 shares of Class A common stock. Under the existing charter, holders of Class A common stock have no conversion, preemptive or other subscription rights and there are no sinking fund provisions, except that public stockholders have the right to have their shares of Class A common stock redeemed in connection with a business combination.	The proposed second amended and restated certificate of incorporation authorizes 1,300,000,000 shares of common stock, without class designation. Upon the proposed second amended and restated certificate of incorporation, the provisions relating to the Class B common stock will be removed and the Class B common stock will cease to exist. The combined company will have a single class of common stock.

220

	Existing Charter	Proposed Second Amended and Restated Certificate of Incorporation
	The existing charter authorizes 25,000,000 shares of Class B common stock. Under the existing charter, shares of Class B common stock will automatically convert into shares of Class A common stock on a one-to-one basis on the business day following the closing of the business combination. See Articles Fourth and Sixth of the existing charter.	Under the proposed second amended and restated certificate of incorporation, holders of Class A common stock will have no conversion, preemptive or other subscription rights and there will be no sinking fund or redemption provisions applicable to such common stock. See Article Fourth of the proposed second amended and restated certificate of incorporation.
Preferred Stock	The existing charter authorizes the issuance of 1,000,000 shares of preferred stock from time to time in one or more series. The Northern Star board of directors is authorized to fix the voting rights, if any, designations, preferences, and relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Northern Star board of directors is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of Class A common stock and Class B common stock and could have anti-takeover effects. The ability of the Northern Star board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of Northern Star or the removal of existing management. Northern Star has no preferred stock outstanding at the date hereof. See Article Fourth of the existing charter.	The proposed second amended and restated certificate of incorporation authorizes the issuance of 100,000,000 shares of preferred stock from time to time in one or more series. The New Apex board of directors will be authorized to fix the voting powers of the shares of such series, and the designation, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, applicable to the shares of each such series. The New Apex board of directors will be able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of the New Apex board to issue authorized but unissued preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of New Apex or the removal of New Apex’s management. New Apex will have no preferred stock outstanding at the date the proposed second amended and restated certificate of incorporation becomes effective. See Article Fourth of the proposed second amended and restated certificate of incorporation.

221

	Existing Charter	Proposed Second Amended and Restated Certificate of Incorporation
Voting Power	Except as otherwise required by law, the existing charter or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of Class A common stock and Class B common stock possess all voting power for the election of Northern Star’s directors and all other matters requiring stockholder action. Holders of Class A common stock and Class B common stock are entitled to one vote per share on matters to be voted on by stockholders. See Article Fourth of the existing charter.	Except as otherwise provided by law or by the proposed second amended and restated certificate of incorporation (including any certificate of designation relating to any series of preferred stock), the holders of outstanding shares of common stock shall have the exclusive right to vote for the election and removal of directors and for all other purposes. Holders of New Apex common stock will be entitled to one vote per share on matters to be voted on by stockholders. See Article Fourth of the proposed second amended and restated certificate of incorporation.
Director Elections	Currently, the Northern Star board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected at each special meeting. See Article Sixth of the existing charter.	Under the proposed second amended and restated certificate of incorporation, the New Apex board of directors will be divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. See Article Sixth of the proposed second amended and restated certificate of incorporation.

222

	Existing Charter	Proposed Second Amended and Restated Certificate of Incorporation
Dividends	Subject to applicable law and the rights, if any, of holders of outstanding preferred stock, holders of Class A common stock and Class B common stock are entitled to receive such dividends and other distributions (payable in cash, property or capital stock) when, as and if declared thereon by the Northern Star board of directors from time to time out of any assets or funds legally available therefor, and will share equally on a per share basis in such dividends and distributions. Northern Star has not paid any cash dividends on its Class A common stock or Class B common stock to date and does not intend to pay cash dividends prior to the completion of the business combination. See Article Fourth of the existing charter.	Subject to applicable law and the rights, if any, of holders of outstanding preferred stock, holders of the New Apex common stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock) when, as and if declared by the New Apex board of directors from time to time out of assets or funds legally available therefor, and will share equally on a per share basis in such dividends and distributions. See Article Fourth of the proposed second amended and restated certificate of incorporation.
Supermajority Voting Provisions	Under the existing charter, any amendment to Article Sixth, which includes certain provisions in connection with a business combination, may only be amended by the affirmative vote of the holders of at least 65% of all then outstanding shares of common stock. See Article Sixth of the existing charter.	Under the proposed second amended and restated certificate of incorporation, in addition to any vote of the holders of any class or series of stock required by applicable law or by the proposed second amended and restated certificate of incorporation or bylaws, the affirmative vote of the holders of shares of voting stock of New Apex representing at least seventy-five percent (75%) of the voting power of all of the then outstanding shares of the capital stock of New Apex entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend, alter or repeal, the bylaws or charter of New Apex after such time as the PEAK6 Parties and their respective affiliates no longer beneficially own more than 50% of the outstanding shares of New Apex common stock.

223

	Existing Charter	Proposed Second Amended and Restated Certificate of Incorporation
		See Articles Seventh and Twelfth of the proposed second amended and restated certificate of incorporation.
Corporate Opportunity Doctrine	Under the existing charter, the doctrine of corporate opportunity, or any other analogous doctrine, does not apply with respect to Northern Star or any of its officers or directors in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of the amended and restated certificate of incorporation or in the future, and Northern Star renounces any expectancy that any of the directors or officers of Northern Star will offer any such corporate opportunity of which he or she may become aware to Northern Star. In addition to the foregoing, the doctrine of corporate opportunity does not apply to any other corporate opportunity with respect to any of the directors or officers of Northern Star unless such corporate opportunity is offered to such person solely in his or her capacity as a director or officer of Northern Star and such opportunity is one that Northern Star is legally and contractually permitted to undertake and would otherwise be reasonable for Northern Star to pursue.	Under the proposed second amended and restated certificate of incorporation, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to New Apex or any of its officers or directors in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of the proposed second amended and restated certificate of incorporation or in the future, and New Apex renounces any expectancy that any of the directors or officers of New Apex will offer any such corporate opportunity of which he or she may become aware to New Apex. In addition to the foregoing, the doctrine of corporate opportunity shall not apply to any other corporate opportunity with respect to any of the directors or officers of New Apex unless such corporate opportunity is offered to such person solely in his or her capacity as a director or officer of New Apex and such opportunity is one New Apex is legally and contractually permitted to undertake and would otherwise be reasonable for New Apex to pursue.
	See Article Eleventh of the existing charter.	See Article Eleventh of the proposed second amended and restated certificate of incorporation.

224

	Existing Charter	Proposed Second Amended and Restated Certificate of Incorporation
Exclusive Forum	The existing charter provides that unless Northern Star consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder to bring (i) any derivative action or proceeding brought on behalf of Northern Star, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Northern Star to Northern Star or Northern Star’s stockholders, (iii) any action asserting a claim against Northern Star, its directors, officers or employees arising pursuant to any provision of the DGCL or the existing charter or bylaws or (iv) any action asserting a claim against Northern Star, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, subject to certain exceptions. See Article Tenth of the existing charter.	The proposed second amended and restated certificate of incorporation provides that unless New Apex consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder to bring (i) any derivative action or proceeding brought on behalf of New Apex, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of New Apex to New Apex or New Apex’s stockholders, (iii) any action asserting a claim against New Apex, its directors, officers or employees arising pursuant to any provision of the DGCL or the proposed second amended and restated certificate of incorporation or bylaws, or (iv) any action asserting a claim against New Apex, its directors, officers or employees governed by the internal affairs doctrine and, if bought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, subject to certain exceptions.
		See Article Tenth of the proposed second amended and restated certificate of incorporation.

225

	Existing Charter	Proposed Second Amended and Restated Certificate of Incorporation
Liquidation, Dissolution and Winding Up	Subject to applicable law and the rights, if any, of holders of outstanding preferred stock, in the event of Northern Star’s voluntary or involuntary liquidation, dissolution or winding-up, after payment or provision for payment of the debts and other liabilities of Northern Star, the holders of shares of Northern Star common stock shall be entitled to receive all the remaining assets of Northern Star available for distribution to its stockholders, ratably in proportion to the number of shares of Class A Common Stock (on an as converted basis with respect to the Class B common stock) held by them. See Article Fourth of the existing charter.	Subject to applicable law and the rights, if any, of the holders of outstanding preferred stock, in the event of New Apex’s voluntary or involuntary liquidation, dissolution or winding-up, after payment or provision for payment of the debts and other liabilities of New Apex, the holders of shares of New Apex common stock shall be entitled to receive (ratably in proportion to the number of shares held by them) all the remaining assets of New Apex available for distribution to its stockholders. See Article Fourth of the proposed second amended and restated certificate of incorporation.

Common Stock

The holders of New Apex common stock will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares of common stock voted for the election of directors can elect all of the directors. Holders of New Apex common stock will not have any conversion, preemptive or other subscription rights and there will be no sinking fund or redemption provisions applicable to the common stock.

Preferred Stock

New Apex’s certificate of incorporation, as amended, will grant New Apex’s board of directors the authority, without further stockholder authorization, to issue from time to time up to 100,000,000 shares of preferred stock in one or more series and to fix the voting powers of the shares of such series, and the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the shares of each such series. Although New Apex has no present plans to issue any other shares of preferred stock, the issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could decrease the amount of earnings and assets available for distribution to the holders of common stock, could adversely affect the rights and powers, including voting rights, of the common stock and could have the effect of delaying, deterring or preventing a change of control of New Apex or an unsolicited acquisition proposal.

Warrants

Public warrants

Each whole warrant entitles the registered holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of January 28, 2022 or 30 days after the completion of an initial business combination, provided, in each case, that New Apex

226

have an effective registration statement under the Securities Act covering the common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or New Apex permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

New Apex will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to New Apex satisfying its obligations described below with respect to registration. No warrant will be exercisable and New Apex will not be obligated to issue a share of common stock upon exercise of a warrant unless the common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will New Apex be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of common stock underlying such unit.

New Apex has agreed that as soon as practicable, but in no event later than fifteen business days after the closing of an initial business combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the warrants. New Apex will use its best efforts to cause the same to become effective within 60 days and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the common stock issuable upon exercise of the warrants is not effective by the sixtieth day after the closing of New Apex’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when New Apex will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Once the warrants become exercisable, New Apex may call the warrants for redemption:

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

• if, and only if, the reported closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before New Apex sends to the notice of redemption to the warrant holders.

If and when the warrants become redeemable by it, New Apex may exercise its redemption right even if New Apex is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If New Apex calls the warrants for redemption as described above, its management will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis.” If New Apex’s

227

management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” of New Apex common stock for the above purpose shall mean the volume weighted average price of New Apex common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. If New Apex’s management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of common stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. If New Apex calls its warrants for redemption and its management does not take advantage of this option, the holders of the private placement warrants and their permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.

In addition to the foregoing redemption feature, commencing ninety days after the warrants become exercisable, New Apex may redeem any outstanding warrants:

• in whole and not in part;

• at a price of $0.10 per warrant upon not less than 30 days’ prior written notice of redemption to each warrant holder, provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of New Apex common stock to be determined by reference to the table below, based on the redemption date and the “fair market value” of New Apex’s common stock (as defined below);

• if, and only if, the reported last sale price of the New Apex common stock equals or exceeds $10.00 per share, on the trading day prior to the date on which the notice of redemption is sent to warrant holders;

• if, and only if, the private placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above; and

• if, and only if, there is a current registration statement in effect covering the issuance of the shares of common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

228

The numbers in the table below represent the number of shares of common stock that a warrant holder will receive upon exercise in connection with a redemption by New Apex pursuant to this redemption feature, based on the “fair market value” of New Apex’s common stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined based on the volume weighted average price of New Apex’s common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below.

Redemption Date (period to expiration of warrants)	Fair Market Value of Class A Common Stock
	£$10.00		$11.00		$12.00		$13.00		$14.00		$15.00		$16.00		$17.00		³$18.00
57 months		0.233		0.255		0.275		0.293		0.309		0.324		0.338		0.350		0.361
54 months		0.229		0.251		0.272		0.291		0.307		0.323		0.337		0.350		0.361
51 months		0.225		0.248		0.269		0.288		0.305		0.321		0.336		0.349		0.361
48 months		0.220		0.243		0.265		0.285		0.303		0.320		0.335		0.349		0.361
45 months		0.214		0.239		0.261		0.282		0.301		0.318		0.334		0.348		0.361
42 months		0.208		0.234		0.257		0.278		0.298		0.316		0.333		0.348		0.361
39 months		0.202		0.228		0.252		0.275		0.295		0.314		0.331		0.347		0.361
36 months		0.195		0.222		0.247		0.271		0.292		0.312		0.330		0.346		0.361
33 months		0.187		0.215		0.241		0.266		0.288		0.309		0.328		0.345		0.361
30 months		0.179		0.208		0.235		0.261		0.284		0.306		0.326		0.345		0.361
27 months		0.170		0.199		0.228		0.255		0.280		0.303		0.324		0.343		0.361
24 months		0.159		0.190		0.220		0.248		0.274		0.299		0.322		0.342		0.361
21 months		0.148		0.179		0.210		0.240		0.268		0.295		0.319		0.341		0.361
18 months		0.135		0.167		0.200		0.231		0.261		0.289		0.315		0.339		0.361
15 months		0.120		0.153		0.187		0.220		0.253		0.283		0.311		0.337		0.361
12 months		0.103		0.137		0.172		0.207		0.242		0.275		0.306		0.335		0.361
9 months		0.083		0.117		0.153		0.191		0.229		0.266		0.300		0.332		0.361
6 months		0.059		0.092		0.130		0.171		0.213		0.254		0.292		0.328		0.361
3 months		0.030		0.060		0.100		0.145		0.193		0.240		0.284		0.324		0.361
0 months		0.000		0.000		0.042		0.115		0.179		0.233		0.281		0.324		0.361

For example, if the average last reported sale price of New Apex common stock for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of the warrants is $11 per share, and at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.255 shares of common stock for each whole warrant. However, the exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of common stock to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the average last reported sale price of New Apex common stock for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.284 shares of common stock for each whole warrant. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of common stock per warrant. Once the average last reported sale price of New Apex common stock exceeds $18.00, New Apex will have the option to redeem the warrants using this method or as described above where the price per share of common stock equals or exceeds $18.00.

229

This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the common stock is trading at or above $10.00 per share, which may be at a time when the trading price of New Apex common stock is below the exercise price of the warrants. New Apex has established this redemption feature to provide it with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above. Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares representing the applicable redemption price for their warrants based on an option pricing model with a fixed volatility input as of the date of this prospectus. This redemption right provides New Apex with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to its capital structure. As such, New Apex would redeem the warrants in this manner when it believes it is in New Apex’s best interest to update its capital structure to remove the warrants.

As stated above, New Apex can redeem the warrants when the common stock is trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to its capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If New Apex chooses to redeem the warrants when the common stock is trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer shares of common stock than they would have received if they had exercised their warrants for shares of common stock if and when the common stock trades at a price higher than the exercise price of $11.50.

No fractional shares of common stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, New Apex will round up to the nearest whole number of the number of shares of common stock to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the shares of common stock pursuant to the warrant agreement (for instance, if New Apex is not the surviving company in its initial business combination), the warrants may be exercised for such security.

A holder of a warrant may notify New Apex in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the shares of common stock outstanding immediately after giving effect to such exercise.

If the number of outstanding shares of common stock is increased by a share dividend payable in shares of common stock, or by a split-up of shares of common stock or other similar event, then, on the effective date of such share dividend, split-up or similar event, the number of shares of common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding common stock. A rights offering to holders of common stock entitling holders to purchase shares of common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of common stock equal to the product of (i) the number of shares of common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for common stock) and (ii) one minus the quotient of (x) the price per share of common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for common stock, in determining the price payable for common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or redemption and (ii) fair market value means the volume weighted average price of common stock as reported during the ten trading day period ending on the trading day prior to the first date on which the shares of common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if New Apex, at any time while the warrants are outstanding and unexpired, pays a dividend or makes a distribution in cash, securities or other assets to the holders of common stock on account of such

230

common stock (or other securities into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, which are dividends of $0.50 or less in any fiscal year (subject to adjustments), (c) to satisfy the redemption rights of the holders of common stock in connection with a proposed initial business combination or (d) in connection with the redemption of New Apex’s public shares upon its failure to complete its initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of common stock in respect of such event.

If the number of outstanding shares of common stock is decreased by a consolidation, combination, reverse stock split or reclassification of common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of common stock. New Apex will not be required to make adjustments to the exercise price for any other events including the issuance of additional shares of New Apex common stock other than dividends paid in common stock as described above.

Whenever the number of shares of common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of common stock purchasable upon the exercise of the warrants immediately prior to such adjustment and (y) the denominator of which will be the number of shares of common stock so purchasable immediately thereafter.

In case of any reclassification or reorganization of the outstanding common stock (other than those described above or that solely affects the par value of such common stock), or in the case of any merger or consolidation of New Apex with or into another corporation (other than a consolidation or merger in which New Apex is the continuing corporation and that does not result in any reclassification or reorganization of its outstanding common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of New Apex as an entirety or substantially as an entirety in connection with which New Apex is dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of common stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of common stock in such a transaction is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants in order to determine and realize the option value component of the warrant. This formula is to compensate the warrantholder for the loss of the option value portion of the warrant due to the requirement that the warrantholder exercise the warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where no quoted market price for an instrument is available.

The warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and New Apex. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant

231

agreement set forth in this prospectus, or defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to New Apex, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive common stock. After the issuance of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, New Apex will, upon exercise, round up to the nearest whole number the number of shares of common stock to be issued to the warrant holder.

Private placement warrants

Except as described below, the private warrants have terms and provisions that are identical to those of the public warrants. The private warrants (including the common stock issuable upon exercise of the private warrants) will not be transferable, assignable or salable until 30 days after the completion of the Business Combination and they will be exercisable on a cashless basis and not be redeemable by New Apex so long as they are held by the Sponsor or its permitted transferees. The Sponsor or its permitted transferees will have the option to exercise the private warrants on a cashless basis. If the private warrants are held by holders other than the Sponsor or its permitted transferees, the private warrants will be redeemable by New Apex and exercisable by the holders on the same basis as the public warrants.

If holders of the private warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” of New Apex common stock for the above purpose shall mean the volume weighted average price of the common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants.

In order to finance transaction costs in connection with an intended initial business combination, the initial stockholders, officers, directors or their respective affiliates may, but are not obligated to, loan Northern Star funds as may be required.

Certain Anti-Takeover Provisions of Delaware Law and New Apex’s Proposed Second Amended and Restated Certificate of Incorporation

Upon consummation of the Business Combination and assuming approval of the charter proposals, New Apex will have certain anti-takeover provisions in place as follows. For a comparison of the existing charter and the proposed second amended and restated certificate of incorporation, including a comparison of certain anti-takeover provisions, please see above.

Staggered board of directors

New Apex’s second amended and restated certificate of incorporation will provide that New Apex’s board of directors be classified into three classes of directors of approximately equal size. As a result, in most circumstances, a person can gain control of New Apex’s board of directors only by successfully engaging in a proxy contest at two or more annual or special meetings.

232

Appointment and removal of directors

New Apex’s proposed second amended and restated certificate of incorporation and amended and restated bylaws will provide that any director, or the entire board of directors, may be removed from office at any time but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of capital stock of New Apex entitled to vote at an election of directors, voting together as a single class. In addition, subject to the rights of holders of any series of preferred stock, any newly created directorship that results from an increase in the number of directors or any vacancy on the board that results from the death, disability, resignation, disqualification or removal of any director or from any other cause shall be filled solely by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, and will not be filled by the stockholders. The existence of these provisions could render more difficult or discourage an attempt to obtain control of New Apex.

Super-majority approval

New Apex’s proposed second amended and restated certificate of incorporation and its amended and restated bylaws, including certain of the provisions described in this section which may discourage an attempt to obtain control of New Apex, after such time as the PEAK6 Parties and their affiliates no longer beneficially own more than 50% of the then outstanding shares of the capital stock of New Apex, may be amended only with the affirmative vote of the holders of at least 75% of the voting power of all of the then-outstanding shares of capital stock of New Apex, voting together as a single class.

Authorized but unissued shares

New Apex’s authorized but unissued common stock and preferred stock will be available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of New Apex by means of a proxy contest, tender offer, merger or otherwise.

Special meeting of stockholders

New Apex’s amended and restated bylaws will provide that special meetings of stockholders may be called only by a majority vote of New Apex’s board of directors or by the chairperson of the board or the chief executive officer.

Stockholder action by written consent

New Apex’s amended and restated bylaws will provide that any action required or permitted to be a taken by stockholders must be effected at an annual or special meeting, and may not be taken by written consent (subject to the rights of any preferred stock then outstanding).

Advance notice requirements for stockholder proposals and director nominations

New Apex’s amended and restated bylaws will provide that stockholders of record seeking to bring business before New Apex’s annual meeting of stockholders, or to nominate candidates for election as directors at New Apex’s annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be received by the secretary of New Apex at New Apex’s principal executive offices not earlier than the close of business on the one hundred and twentieth calendar day prior to the first anniversary of the preceding year’s annual meeting nor later than the close of business on the ninetieth calendar day prior to the first anniversary of the preceding year’s annual meeting, unless the date of the annual meeting of stockholders is more than 30 days prior to, or more than 60 days after, the first anniversary date of the preceding

233

year’s annual meeting or if no annual meeting was held in the preceding year, in which cases, to be timely, a stockholder’s notice must be so received not later than the close of business on the later of (i) the ninetieth calendar day prior to the applicable annual meeting and (ii) the tenth calendar day following the calendar day on which public disclosure of the date of the meeting is first made by New Apex. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in New Apex’s annual proxy statement must comply with the notice periods contained therein. New Apex’s amended and restated bylaws will also specify certain requirements as to the form and content of any notice of business to be brought before, or nomination of candidates for election as directors at, a stockholders’ meeting. These provisions may preclude New Apex stockholders from bringing matters before the annual meeting of stockholders or from making nominations for directors at New Apex’s annual meeting of stockholders.

Exclusive forum selection

New Apex’s second amended and restated certificate of incorporation will require that unless New Apex consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of New Apex, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of New Apex to New Apex or New Apex’s stockholders, (3) any action asserting a claim against New Apex, its directors, officers or employees arising pursuant to any provision of the DGCL or the proposed second amended and restated certificate of incorporation or the amended and restated bylaws (as the foregoing may be amended, modified, supplemented and/or restated from time to time), or (4) any action asserting a claim against New Apex or any director or officer or other employee of New Apex governed by the internal affairs doctrine, except for, as to each of (1) through (4) above, (a) any action as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (b) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (c) for which the Court of Chancery does not have subject matter jurisdiction or (d) any action arising under the Securities Act of 1933, as amended. Furthermore, notwithstanding the foregoing, the foregoing exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

The enforceability of similar choice of forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that, a court could find the choice of forum provisions contained in New Apex’s second amended and restated certificate of incorporation to be inapplicable or unenforceable. If that were the case, because stockholders will not be deemed to have waived New Apex’s compliance with the federal securities laws and the rules and regulations thereunder, it would allow stockholders to bring claims for breach of these provisions in any appropriate forum. Although New Apex believes this provision benefits it by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against New Apex’s directors and officers.

Section 203 of the Delaware General Corporation Law

Northern Star has not opted out of Section 203 of the DGCL under the existing charter, and New Apex will not opt out of Section 203 of the DGCL under the proposed second amended and restated certificate of incorporation. As a result, pursuant to Section 203 of the DGCL, New Apex will be prohibited from engaging in any business combination with any stockholder for a period of three years following the time that such stockholder (the “interested stockholder”) came to own at least 15% of the outstanding voting stock of New Apex (the “acquisition”), except if:

• the board of directors of New Apex approved the acquisition prior to its consummation;

• the interested stockholder owned at least 85% of the outstanding voting stock upon consummation of the

234

• acquisition; or

• the business combination is approved by the board of directors of New Apex, and by a 2/3 majority vote of the other stockholders in a meeting.

Generally, a “business combination” includes any merger, consolidation, asset or stock sale or certain other transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of New Apex’s outstanding voting stock.

Under certain circumstances, declining to opt out of Section 203 of the DGCL will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with New Apex for a three-year period. This may encourage companies interested in acquiring New Apex to negotiate in advance with the New Apex board of directors because the stockholder approval requirement would be avoided if the New Apex board of directors approves the acquisition which results in the stockholder becoming an interested stockholder. This may also have the effect of preventing changes in the New Apex board of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

Limitation on Liability and Indemnification of Directors and Officers

See “The Director Election Proposal” for a discussion of limitation on liability and indemnification of New Apex’s directors and officers.

235

INFORMATION ON NORTHERN STAR AND APEX SECURITIES AND DIVIDENDS

Northern Star

Market for Units, Common Stock and Warrants

Northern Star’s units, warrants and Class A Common Stock are traded on the NYSE under the symbols NSTB.U, NSTB WS and NSTB, respectively. The units commenced public trading on January 26, 2021, and the warrants and Class A common stock commenced separate trading on February 11, 2021.

Holders

As of                 , 2021, the record date, there were                  holders of record of Northern Star’s units,                  holders of record of Northern Star’s Class A Common Stock,                  holders of record of Northern Star’s Class B Common Stock, and                  holders of record of Northern Star’s warrants.

Apex Fintech

Market Price for Securities

Historical market price information regarding Apex Fintech is not provided because there is no public market for its securities.

Holders

As of                 , 2021, the record date, there were                  holders of record of Apex Fintech’s membership interests.

Dividends

Northern Star has not paid any cash dividends on shares of common stock to date and does not intend to pay cash dividends prior to the completion of a business combination. The payment of dividends in the future, including following the Business Combination, will be in the sole discretion of Northern Star’s (or New Apex’s) board of directors and is contingent upon Northern Star’s (or New Apex’s) revenues and earnings, if any, capital requirements, and general financial condition subsequent to completion of the Business Combination. It is the present intention of Northern Star’s board of directors to retain all earnings, if any, for use in business operations and, accordingly, the board does not anticipate declaring any dividends in the foreseeable future.

Northern Star’s Transfer Agent and Warrant Agent

The transfer agent for shares of New Apex common stock and warrant agent for its warrants upon closing of the Business Combination will be Continental Stock Transfer & Trust Company, 1 State Street, 30^th Floor, New York, New York 10004.

APPRAISAL RIGHTS

Neither Northern Star stockholders, unitholders, nor warrant holders have appraisal rights under Delaware law in connection with the Mergers.

236

STOCKHOLDER PROPOSALS

The New Apex 2022 annual meeting of stockholders will be held on or about                 , 2022 unless the date is changed by the board of directors. If you are a stockholder of New Apex and you want to include a proposal in the proxy statement for the 2022 annual meeting, you need to provide it to New Apex by no later than                 . You should direct any proposals to New Apex’s secretary at its principal office which will be located at 350 N. St. Paul Street, Dallas, Texas 75201. If you are a stockholder of New Apex and you want to present a matter of business to be considered at the 2022 annual meeting, under New Apex’s bylaws you must give timely notice of the matter, in writing, to New Apex’s secretary. To be timely, the notice has to be given no later than                  .

OTHER STOCKHOLDER COMMUNICATIONS

Following the Business Combination, stockholders and interested parties may communicate with New Apex’s board of directors, any committee chairperson or the non-management directors as a group by writing to the board or committee chairperson in care of Apex Fintech Solutions, Inc., 350 N. St. Paul Street, Dallas, Texas 75201. Each communication will be forwarded, depending on the subject matter, to the board of directors, the appropriate committee chairperson or all non-management directors.

EXPERTS

The financial statements of Northern Star Investment Corp. II as of December 31, 2020 and for the period from November 12, 2020 (inception) through December 31, 2020 appearing in this proxy statement/prospectus have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere in this proxy statement/prospectus, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The financial statements of Northern Star Investment Corp. II as of January 28, 2021 appearing in this proxy statement/prospectus has been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere in this proxy statement/prospectus, and is included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The combined consolidated financial statements of Apex Fintech Solutions LLC, as of December 31, 2020 and 2019 and for each of the three years in the period ended December 31, 2020, have been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report thereon, which report expresses an unqualified opinion, and included in this Prospectus and Registration Statement in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

Pursuant to the rules of the SEC, Northern Star and service providers that it employs to deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of each of Northern Star’s annual report to stockholders and Northern Star’s proxy statement. Upon written or oral request, Northern Star will deliver a separate copy of the annual report to stockholders and/or proxy statement to any stockholder at a shared address to which a single copy of each document was delivered and who wishes to receive separate copies of such documents. Stockholders receiving multiple copies of such documents may likewise request that Northern Star deliver single copies of such documents in the future. Stockholders receiving multiple copies of such documents may request that Northern Star deliver single copies of such documents in the future. Stockholders may notify Northern Star of their requests by calling or writing Northern Star at its principal executive offices, c/o Graubard Miller, The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, NY 10174 or (212) 818-8800. Following the Business Combination, such requests should be made by calling or writing New Apex at 350 N. St. Paul Street, Dallas, Texas 75201 or (212) 658-1173.

237

WHERE YOU CAN FIND MORE INFORMATION

Northern Star has filed this proxy statement/prospectus as part of a registration statement on Form S-4 with the SEC under the Securities Act. The registration statement contains exhibits and other information that are not contained in this proxy statement/prospectus. The descriptions in this proxy statement/prospectus of the provisions of documents filed as exhibits to the registration statement are only summaries of those documents’ material terms. You may read copies of such documents, along with copies of reports, proxy statements and other information filed by Northern Star with the SEC at the SEC’s website: http://www.sec.gov.

Information and statements contained in this proxy statement/prospectus or any annex to this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant document or other annex filed as an exhibit to this proxy statement/prospectus.

All information contained in this document relating to Northern Star has been supplied by Northern Star, and all such information relating to Apex Fintech has been supplied by Apex Fintech. Information provided by one or the other of such parties does not constitute any representation, estimate or projection from one to the other.

If you would like additional copies of this document or if you have questions about the Business Combination, you should contact via phone or in writing:

Ms. Joanna Coles

Northern Star Investment Corp. II

c/o Graubard Miller

The Chrysler Building

405 Lexington Avenue, 11^th Floor

New York, New York 10174

Attention: Joanna Coles

Tel. (212) 818-8800

238

INDEX TO FINANCIAL STATEMENTS

NORTHERN STAR INVESTMENT CORP. II

CONDENSED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2020 AND FOR THE PERIOD FROM NOVEMBER 12, 2020 (INCEPTION) TO DECEMBER 31, 2020:

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-2
Condensed Balance Sheet		F-3
Condensed Statement of Operations		F-4
Condensed Statement of Changes in Stockholders’ Equity		F-5
Condensed Statement of Cash Flows		F-6
Notes to Unaudited Condensed Financial Statements		F-7

FINANCIAL STATEMENT AS OF JANUARY 28, 2021:

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-18
Balance sheet		F-19
Notes to financial statement		F-20

APEX FINTECH SOLUTIONS LLC AND SUBSIDIARIES

COMBINED CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2020 AND 2019

AND FOR EACH OF THE THREE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018:

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-30
Combined Consolidated Statements of Financial Condition		F-31
Combined Consolidated Statements of Operations		F-32
Combined Consolidated Statements of Cash Flows		F-33
Combined Consolidated Statements of Changes in Members’ Equity		F-34
Notes to Combined Consolidated Financial Statements		F-35

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Northern Star Investment Corp. II

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Northern Star Investment Corp. II (the “Company”) as of December 31, 2020, the related statements of operations, changes in stockholder’s equity and cash flows for the period from November 12, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the period from November 12, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/S/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2020.

New York, NY

March 31, 2021

F-2

NORTHERN STAR INVESTMENT CORP. II

BALANCE SHEET

DECEMBER 31, 2020

ASSETS
Current asset - cash	$	124,983
Deferred offering costs		52,500
TOTAL ASSETS	$	177,483
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities
Accounts payable and accrued expenses	$	375
Accrued offering costs		2,500
Promissory note — related party		150,000
Total Current Liabilities		152,875
Commitments and Contingencies
Stockholder’s Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—
Class A common stock, $0.0001 par value; 125,000,000 shares authorized; no shares issued and outstanding		—
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 10,062,500 shares issued and outstanding (1)		1,007
Additional paid-in capital		23,993
Accumulated deficit		(392	)
Total Stockholder’s Equity		24,608
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	177,483

(1) Included an aggregate of up to 1,312,500 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 25, 2021, the Company effected a stock dividend of approximately 0.167 shares for each outstanding share, resulting in there being an aggregate of 10,062,500 Founder Shares outstanding (see Note 5). All share and per share amounts have been retroactively restated to reflect the stock dividend.

The accompanying notes are an integral part of these financial statements.

F-3

NORTHERN STAR INVESTMENT CORP. II

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM NOVEMBER 12, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020

Formation and operating costs	$	392
Net Loss	$	(392	)
Weighted average shares outstanding, basic and diluted (1)		8,750,000
Basic and diluted net loss per common shares	$	(0.00	)

(1) Excluded an aggregate of up to 1,312,500 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 25, 2021, the Company effected a stock dividend of approximately 0.167 shares for each outstanding share, resulting in there being an aggregate of 10,062,500 Founder Shares outstanding (see Note 5). All share and per share amounts have been retroactively restated to reflect the stock dividend.

The accompanying notes are an integral part of these the financial statements.

F-4

NORTHERN STAR INVESTMENT CORP. II

STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY

FOR THE PERIOD FROM NOVEMBER 12, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020

	Class B Common Stock				Additional Paid-in Capital		Accumulated Deficit			Total Stockholder’s Equity
	Shares		Amount
Balance — November 12, 2020 (inception)		—	$	—	$	—	$	—		$	—
Issuance of Class B common stock to Sponsor(1)		10,062,500		1,007		23,993		—			25,000
Net loss		—		—		—		(392	)		(392	)
Balance — December 31, 2020		10,062,500	$	1,007	$	23,993	$	(392	)	$	24,608

(1) Included an aggregate of up to 1,312,500 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 25, 2021, the Company effected a stock dividend of approximately 0.167 shares for each outstanding share, resulting in there being an aggregate of 10,062,500 Founder Shares outstanding (see Note 5). All share and per share amounts have been retroactively restated to reflect the stock dividend.

The accompanying notes are an integral part of these the financial statements.

F-5

NORTHERN STAR INVESTMENT CORP. II

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM NOVEMBER 12, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020

Cash Flows from Operating Activities:
Net loss	$	(392	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		375
Net cash used in operating activities		(17	)
Cash Flows from Financing Activities:
Proceeds from promissory note — related party		150,000
Payment of offering costs		(25,000	)
Net cash provided by financing activities		125,000
Net Change in Cash		124,983
Cash – Beginning		—
Cash – Ending	$	124,983
Non-cash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	2,500
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock	$	25,000

The accompanying notes are an integral part of these financial statements.

F-6

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Northern Star Investment Corp. II (the “Company”) was incorporated in Delaware on November 12, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination although it intends to focus on target businesses in the media, technology, beauty, e-commerce and online sectors. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from November 12, 2020 (inception) through December 31, 2020 relates to the Company’s formation and its initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income on cash and cash equivalents in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering were declared effective on January 25, 2021. On January 28, 2021, the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which included the partial exercise by the underwriter of its over-allotment option in the amount of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $400,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,750,000 warrants (each, a “Private Warrant” and, collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Northern Star II Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $9,750,000, which is described in Note 4.

Transaction costs amounted to $22,524,463, consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $524,463 of other offering costs.

Following the closing of the Initial Public Offering on January 28, 2021, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the assets held in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete its initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (net of amounts previously disbursed to management for tax obligations and working capital purposes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the agreement to enter into an initial Business Combination. Notwithstanding the foregoing, if the Company is not then listed on the NYSE for whatever reason, it would no longer be required to meet the foregoing 80% fair market value test. The Company intends to only complete a Business Combination if the post-transaction

F-7

company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company). There will be no conversion rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon the consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the conversions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of Founder Shares (as defined below in Note 5) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval of a Business Combination and it does not conduct conversions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

The holders of Founder Shares (as defined below in Note 5) have agreed (a) to waive their conversion rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination by January 28, 2023 (the “Combination Period”) and such period is not extended by stockholders, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as

F-8

stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The holders of Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters are expected agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Management’s Plan

Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since competed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses in the amount of $1,517,305 was released to the Company for general working capital purposes. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required up to $1,500,000 (see Note 5). Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through one year from the issuance of these financial statements and therefore substantial doubt has been alleviated.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its

F-9

operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.

F-10

Deferred Offering Costs

Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. On January 28, 2021, deferred offering costs amounting to $22,524,463 were charged to stockholder’s equity upon the completion of the Initial Public Offering (see Note 1). As of December 31, 2020, there were $52,500 of deferred offering costs recorded in the accompanying balance sheet.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The provision for income taxes was deemed to be immaterial as of December 31, 2020.

Net Loss Per Common Share

Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,312,500 shares of Class B common stock that were subject to forfeiture by the Sponsor if the over-allotment option is not exercised by the underwriter (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature.

F-11

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 40,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 5,000,000 Units, at a price of $10.00 per Unit. The remaining portion of the over-allotment option expired on March 11, 2021. Each Unit consists of one share of Class A common stock and one-fifth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7)).

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,750,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $9,750,000, in a private placement. Each Private Warrant will be exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the sale of Private Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Warrants will expire worthless.

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On November 12, 2020, the Company’s sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”). On January 25, 2021, the Company effected a stock dividend of approximately 0.167 shares for each outstanding share, resulting in there being an aggregate of 10,062,500 Founder Shares outstanding. All share and per share amounts have been retroactively restated to reflect the stock dividend. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustments as described in Note 7.

The Founder Shares initially included an aggregate of up to 1,312,500 shares of Class B common stock that were subject to forfeiture by the Sponsor based upon following the underwriters’ over-allotment option such that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the partial exercise of the underwriters’ over-allotment option, 1,250,000 Founder Shares are no longer subject to forfeiture and 62,500 Founder Shares were forfeited.

The holders of Founder Shares will agree, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

F-12

Promissory Note — Related Party

On November 25, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021, (ii) the completion of the Initial Public Offering and (iii) the date on which the Company determines not to proceed with the Initial Public Offering. As of December 31, 2020, there was $150,000 in borrowings outstanding under the Promissory Note. The balance of the Promissory Note was repaid on February 3, 2021.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Company’s officer, directors, Sponsor or an affiliate of the foregoing, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Warrants.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement entered into on January 25, 2021, the holders of the Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Warrants), and warrants (and any shares of Class A common stock issuable upon exercise of such warrants) that may be issued upon conversion of working capital loans will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option from the effective date of the Initial Public Offering to purchase up to 5,250,000 additional Units, at the Initial Public Offering price less the underwriting discounts and commissions. As a result of the underwriter’s election to partially exercise the over-allotment option to purchase an additional 5,000,0000 Public Shares, a total of 250,000 Public Shares remain available for purchase at a price of $10.00 per Public Share.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,000,000 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement.

F-13

NOTE 7 — STOCKHOLDER’S EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 125,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020, there were no shares of Class A common stock issued and outstanding.

Class B Common Stock — The Company is authorized to issue 25,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At December 31, 2020, there were 10,062,500 shares of Class B common stock issued and outstanding (see Note 5). As a result of the partial exercise of the underwriters’ over-allotment option, 62,500 shares of Class B common stock were forfeited.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, net of conversions, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent securities issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the initial stockholders or their affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

Warrants — The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants:

• in whole and not in part;

• at a price of $0.01 per warrant;

F-14

• upon not less than 30 days’ prior written notice of redemption; and

• if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

Additionally, commencing ninety days after the Warrants become exercisable, the Company may redeem the outstanding Warrants:

• in whole and not in part;

• at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company’s Class A common stock;

• if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the

F-15

like) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders;

• if, and only if, the Private Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and

• if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

The “fair market value” of our Class A common stock for the above purpose shall mean the volume weighted average price of our Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants.

NOTE 8 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Merger Agreement

On February 21, 2021, the Company entered into an Agreement and Plan of Reorganization (“Merger Agreement”) by and among the Company, NISC II-A Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of Northern Star (“Merger Sub I”), NISC II-B Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Apex Clearing Holdings LLC, a Delaware limited liability company (“Apex”) and, solely for the purposes of Section 5.21 of the Merger Agreement, PEAK6 Investments LLC, a Delaware limited liability company (“PEAK6”).

Pursuant to the Merger Agreement, the parties will enter into a business combination transaction by which (i) Merger Sub I will merge with and into Apex (the “Initial Merger”), with Apex being the surviving entity (the “Initial Surviving Company”) of the Initial Merger and Apex’s members receiving shares of Class A common stock, par value $0.0001 per share, of the Company in exchange for their membership interests in Apex, and (ii) immediately following the Initial Merger and as part of the same overall transaction as the Initial Merger, the Initial Surviving Company will merge with and into Merger Sub II (the “Final Merger” and, together with the Initial Merger, the “Mergers”), with Merger Sub II being the surviving entity of the Final Merger. As a result of the Mergers, Apex will become a wholly-owned subsidiary of the Company, with the members of Apex becoming stockholders of the Company.

Under the Merger Agreement, the members of Apex will receive an aggregate of 470,000,000 shares of the Company, subject to adjustment as set forth in the Merger Agreement. In addition, each convertible promissory note issued by Apex and outstanding immediately prior to the Initial Merger will remain outstanding and will become convertible in accordance with its terms into shares of the Company. Immediately following the Mergers, PEAK6 and its affiliates will own a majority of the Company.

The Mergers are expected to be consummated in the second quarter of 2021, after the required approval by the Company’s stockholders and the fulfillment of certain other conditions set forth in the Merger Agreement.

On January 21, 2021, the Company entered into an agreement with a consultant for advisory services related to the Merger Agreement. The agreement specifies that the consultant will assist with due diligence, deal

F-16

structuring, documentation and obtaining shareholder approval for the Merger Agreement. The consultant will receive a fee of 100,000 shares of the Company’s Class A common stock upon the successful consummation of the Final Merger.

F-17

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Northern Star Investment Corp. II

Opinion on the Financial Statement

We have audited the accompanying balance sheet of Northern Star Investment Corp. II (the “Company”) as of January 28, 2021 and the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of January 28, 2021 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2020.

New York, NY

February 3, 2021

F-18

NORTHERN STAR INVESTMENT CORP. II

BALANCE SHEET

JANUARY 28, 2021

ASSETS
Current assets
Cash	$	1,517,305
Prepaid expenses		10,000
Total Current Assets		1,527,305
Cash held in Trust Account		400,000,000
Total Assets	$	401,527,305
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities – Accrued offering costs
Accrued expenses	$	375
Accrued offering costs		126,800
Promissory note – related party		150,000
Total Current Liabilities		277,175
Deferred underwriting fee payable		14,000,000
Total Liabilities		14,277,175
Commitments
Class A common stock subject to possible redemption, 38,225,012 shares at redemption value		382,250,120
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Class A common stock, $0.0001 par value; 125,000,000 shares authorized; 1,774,988 issued and outstanding (excluding 38,225,012 shares subject to possible redemption)		177
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 10,062,500 shares issued and outstanding (1)		1,006
Additional paid-in capital		4,999,234
Accumulated deficit		(407	)
Total Stockholders’ Equity		5,000,010
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	401,527,305

(1) Includes up to 1,250,000 shares of Class B common stock subject to forfeiture as a result of the underwriter’s election to partially exercise its over-allotment option (see Note 5).

The accompanying notes are an integral part of the financial statement.

F-19

NORTHERN STAR INVESTMENT CORP. II

NOTES TO FINANCIAL STATEMENT

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Northern Star Investment Corp. II (the “Company”) was incorporated in Delaware on November 12, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination although it intends to focus on target businesses in the media, technology, beauty, e-commerce and online sectors. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of January 28, 2021, the Company had not commenced any operations. All activity through January 28, 2021 relates to the Company’s formation and its initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income on cash and cash equivalents in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statements for the Company’s Initial Public Offering were declared effective on January 25, 2021. On January 28, 2021, the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $400,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,750,000 warrants (each, a “Private Warrant” and, collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Northern Star II Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $9,750,000, which is described in Note 4.

Transaction costs amounted to $22,524,463, consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $524,463 of other offering costs. In addition, cash of $1,517,305 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes.

Following the closing of the Initial Public Offering on January 28, 2021, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the assets held in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete its initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (net of amounts previously disbursed to management for tax obligations and working capital purposes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of

F-20

NORTHERN STAR INVESTMENT CORP. II

NOTES TO FINANCIAL STATEMENT

the agreement to enter into an initial Business Combination. Notwithstanding the foregoing, if the Company is not then listed on the NYSE for whatever reason, it would no longer be required to meet the foregoing 80% fair market value test. The Company intends to only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company). There will be no conversion rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon the consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the conversions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of Founder Shares (as defined below in Note 5) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval of a Business Combination and it does not conduct conversions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

The holders of Founder Shares (as defined below in Note 5) have agreed (a) to waive their conversion rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination by January 28, 2023 (the “Combination Period”) and such period is not extended by stockholders, the Company will (i) cease all operations except for the

F-21

NORTHERN STAR INVESTMENT CORP. II

NOTES TO FINANCIAL STATEMENT

purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The holders of Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters are expected agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

F-22

NORTHERN STAR INVESTMENT CORP. II

NOTES TO FINANCIAL STATEMENT

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of January 28, 2021.

Cash Held in Trust Account

At January 28, 2021, the assets held in the Trust Account were held in cash.

F-23

NORTHERN STAR INVESTMENT CORP. II

NOTES TO FINANCIAL STATEMENT

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at January 28, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of January 28, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

F-24

NORTHERN STAR INVESTMENT CORP. II

NOTES TO FINANCIAL STATEMENT

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 40,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 5,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fifth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,750,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $9,750,000, in a private placement. Each Private Warrant will be exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the sale of Private Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Warrants will expire worthless.

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On November 12, 2020, the Company’s sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”). On January 25, 2021, the Company effected a dividend of approximately 0.167 shares for each outstanding share, resulting in there being an aggregate of 10,062,500 Founder Shares outstanding (see Note 8). All share and per share amounts have been retroactively restated to reflect the share dividend. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustments as described in Note 7.

The Founder Shares include an aggregate of up to 1,250,000 of Class B common stock that remain subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering).

The holders of Founder Shares will agree, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Promissory Notes — Related Party

On November 25, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The

F-25

NORTHERN STAR INVESTMENT CORP. II

NOTES TO FINANCIAL STATEMENT

Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021, (ii) the completion of the Initial Public Offering and (iii) the date on which the Company determines not to proceed with the Initial Public Offering. As of January 28, 2021, there is $150,000 outstanding under the Promissory Note, which is currently due on demand.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Company’s officer, directors, Sponsor or an affiliate of the foregoing, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Warrants.

NOTE 6 — COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered into on January 25, 2021, the holders of the Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Warrants), and warrants (and any shares of Class A common stock issuable upon exercise of such warrants) that may be issued upon conversion of working capital loans will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option from the effective date of the Initial Public Offering to purchase up to 5,250,000 additional Units, at the Initial Public Offering price less the underwriting discounts and commissions. As a result of the underwriter’s election to partially exercise the over-allotment option to purchase an additional 5,000,0000 Public Shares, a total of 250,000 Public Shares remain available for purchase at a price of $10.00 per Public Share.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,000,000 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement.

F-26

NORTHERN STAR INVESTMENT CORP. II

NOTES TO FINANCIAL STATEMENT

NOTE 7 — STOCKHOLDERS’ EQUITY

Preferred Stock—The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At January 28, 2021, there were no shares of preferred stock issued or outstanding.

Class A common stock—The Company is authorized to issue 125,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At January 28, 2021, there were 1,774,988 shares of Class A common stock issued and outstanding, excluding 38,225,012 shares of Class A common stock subject to possible redemption.

Class B common stock—The Company is authorized to issue 25,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At January 28, 2021, there were 10,062,500 shares of Class B common stock issued and outstanding, of which an aggregate of up to 1,250,000 shares of Class B common stock remain subject to forfeiture as a result of the underwriters’ election to partially exercise their over-allotment option, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering).

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, net of conversions, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent securities issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the initial stockholders or their affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

Warrants—The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrantholders may, until such time as there is an effective registration statement and during any

F-27

NORTHERN STAR INVESTMENT CORP. II

NOTES TO FINANCIAL STATEMENT

period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants:

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon not less than 30 days’ prior written notice of redemption; and

• if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the

F-28

NORTHERN STAR INVESTMENT CORP. II

NOTES TO FINANCIAL STATEMENT

$18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

Additionally, commencing ninety days after the Warrants become exercisable, the Company may redeem the outstanding Warrants:

• in whole and not in part;

• at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company’s Class A common stock;

• if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders;

• if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and

• if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

The “fair market value” of our Class A common stock for the above purpose shall mean the volume weighted average price of our Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants.

NOTE 8 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

F-29

Report of Independent Registered Public Accounting Firm

To the Members and the Board of Managers of Apex Fintech Solutions LLC

Opinion on the Financial Statements

We have audited the accompanying combined consolidated statements of financial condition of Apex Fintech Solutions LLC (formerly known as Apex Clearing Holdings LLC) and its subsidiaries and affiliates (the Company) as of December 31, 2020 and 2019, the related combined consolidated statements of operations, changes in members’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes to the consolidated combined financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ RSM US LLP

We have served as the Company’s auditor since 2021.

Chicago, Illinois

April 7, 2021

F-30

Apex Fintech Solutions LLC and Subsidiaries

Combined Consolidated Statements of Financial Condition

As of December 31, 2020 and 2019

(in thousands)

	December 31, 2020		December 31, 2019
Assets
Cash and cash equivalents	$	92,657	$	49,945
Cash - segregated for regulatory purposes		7,687,225		4,426,056
Securities - segregated for regulatory purposes, at fair value		199,984		—
Securities borrowed		536,553		219,996
Securities purchased under agreements to resell, segregated for regulatory purposes		175,000		—
Securities purchased under agreements to resell		—		131,532
Financial instruments owned and pledged, at fair value		49,571		4,998
Receivables, net
Customers		1,134,008		361,153
Brokers, dealers, correspondents and clearing organizations		306,522		82,774
Total receivables, net		1,440,530		443,927
Other assets		55,046		19,734
Property, plant and equipment, net		2,743		1,984
Intangible assets, net		1,331		1,907
Operating lease right-of-use assets		6,086		7,779
Goodwill		14,173		14,400
Total assets	$	10,260,899	$	5,322,258
Liabilities and members’ equity
Securities loaned	$	1,238,712	$	165,351
Loans from affiliates		99,298		54,298
Payables
Customers		8,472,502		4,777,334
Brokers, dealers, correspondents and clearing organizations		143,528		102,978
Affiliates		14,400		2,691
Accrued expenses and other liabilities		57,218		47,547
Total payables		8,678,648		4,930,550
Operating lease right-of-use liabilities		6,328		8,010
Total liabilities		10,031,986		5,158,209
Commitments and contingencies
Members’ equity
Common units, 155,833.332 authorized, issued, and outstanding as of December 31, 2020 and 2019		96,135		81,652
Retained earnings		132,778		82,397
Total members’ equity		228,913		164,049
Total liabilities and members’ equity	$	10,260,899	$	5,322,258

See accompanying notes to the Combined Consolidated Financial Statements

F-31

Apex Fintech Solutions LLC and Subsidiaries

Combined Consolidated Statements of Operations

For the years ended December 31, 2020, 2019 and 2018

(in thousands)

	Year Ended December 31,
	2020			2019			2018
Net revenues
Commissions	$	95,679		$	50,516		$	55,428
Other fees and services		28,178			14,260			20,998
Reimbursable fees		132,575			38,544			20,859
Other income		11,187			9,461			35,701
Total non-interest income		267,619			112,781			132,986
Interest income		100,553			63,729			82,663
Interest expense		(9,511	)		(2,539	)		(7,295	)
Total net interest income		91,042			61,190			75,368
Total net revenues		358,661			173,971			208,354
Non-interest expenses
Execution, clearing and brokerage fees		24,116			14,764			12,447
Reimbursable fees		132,575			38,210			18,669
Employee compensation and benefits		73,982			51,983			38,213
Communications		28,801			22,845			28,885
Occupancy, depreciation and amortization		4,814			2,846			2,462
Administrative and general		20,722			19,447			47,275
Total non-interest expenses		285,010			150,095			147,951
Income before income taxes		73,651			23,876			60,403
Income tax expense		23,270			8,141			16,270
Net income	$	50,381		$	15,735		$	44,133

See accompanying notes to the Combined Consolidated Financial Statements

F-32

Apex Fintech Solutions LLC and Subsidiaries

Combined Consolidated Statements of Cash Flows

For the years ended December 31, 2020, 2019 and 2018

(in thousands)

	Year Ended December 31,
	2020			2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	50,381		$	15,735		$	44,133
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Deferred income taxes		637			(1,487	)		(3,275	)
Allowance for receivables from correspondents		(338	)		(11,415	)		11,901
Depreciation and amortization		1,504			807			1,105
Amortization of operating lease right-of-use assets		1,693			1,297			—
Unit based compensation		183			—			—
Impairment of intangible assets		95			141			—
Changes in operating assets and liabilities:
Securities - segregated for regulatory purposes		(199,984	)		—			—
Securities borrowed		(316,557	)		(47,809	)		(5,436	)
Securities purchased under agreements to resell- segregated for regulatory purposes		(175,000	)		—			—
Securities purchased under agreements to resell		131,532			7,943			(59,287	)
Financial instruments owned and pledged		(44,573	)		14,746			22
Receivables from customers		(772,855	)		41,393			323,190
Receivables from brokers, dealers, correspondents and clearing organizations, net		(223,410	)		11,644			(32,286	)
Other assets		(35,722	)		(4,253	)		4,193
Securities loaned		1,073,361			75,103			(241,770	)
Operating lease right-of-use liabilities		(1,682	)		(1,285	)		—
Accrued expenses and other liabilities		9,671			(4,955	)		7,788
Payables to customers		3,695,168			895,761			(293,969	)
Payables to affiliates		11,709			10			(5,862	)
Payables to brokers, dealers, correspondents and clearing organizations		40,550			(6,872	)		35,889
Net cash provided by (used in) operating activities		3,246,363			986,504			(213,664	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash received from acquisition, net of cash paid		—			26,386			—
Purchase of indefinite-lived intangible assets		(38	)		(488	)		—
Purchase of property, plant and equipment		(1,744	)		(1,252	)		(784	)
Net cash (used in) provided by investing activities		(1,782	)		24,646			(784	)
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to members		—			—			(29,054	)
Capital contributions from members		14,300			6,004			1,600
Loans from affiliates		45,000			54,298			—
Issuance of subordinated borrowings		—			—			25,000
Repayment of subordinated borrowings		—			(28,000	)		(39,000	)
Repayment of bank loans		—			—			(19,500	)
Net cash provided by (used in) provided by financing activities		59,300			32,302			(60,954	)
Net increase (decrease) in cash, cash equivalents, and restricted cash		3,303,881			1,043,452			(275,402	)
Cash, cash equivalents, and restricted cash at beginning of period	$	4,476,001		$	3,432,549		$	3,707,951
Cash, cash equivalents, and restricted cash at end of period	$	7,779,882		$	4,476,001		$	3,432,549
Cash, cash equivalents, and restricted cash
Cash and cash equivalents		92,657			49,945			50,935
Cash segregated for regulatory purposes		7,687,225			4,426,056			3,381,614
Cash, cash equivalents, and restricted cash at end of period		7,779,882			4,476,001			3,432,549
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid	$	20,245		$	13,766		$	12,741
Interest paid	$	11,774		$	7,904		$	10,128

See accompanying notes to the Combined Consolidated Financial Statements

F-33

Apex Fintech Holdings LLC and Subsidiaries

Combined Consolidated Statements of Changes in Members’ Equity

For the years ended December 31, 2020, 2019 and 2018

(in thousands, except unit data)

	Common					Retained Earnings		Total Members’ Equity
	Units		Amount
Balance at December 31, 2017		155,833.332	$	103,102		$	22,529	$	125,631
Capital contributions from members				1,600					1,600
Distributions to members				(29,054	)				(29,054	)
Net income							44,133		44,133
Balance at December 31, 2018		155,833.332	$	75,648		$	66,662	$	142,310
Capital contributions from members				6,004					6,004
Net income							15,735		15,735
Balance at December 31, 2019		155,833.332	$	81,652		$	82,397	$	164,049
Capital contributions from members				14,300					14,300
Unit based compensation				183					183
Net income							50,381		50,381
Balance at December 31, 2020		155,833.332	$	96,135		$	132,778	$	228,913

See accompanying notes to the Combined Consolidated Financial Statements

F-34

Apex Fintech Solutions LLC and Subsidiaries

Notes to Combined Consolidated Financial Statements

All dollar amounts presented are in thousands other than equity unit amounts for all notes.

1. OVERVIEW

Organization and Nature of Business

Apex Fintech Solutions LLC (“Apex Fintech”), formerly known as Apex Clearing Holdings LLC (“ACH”) and collectively with its combined and consolidated subsidiaries and affiliates (the “Company”), was formed on May 24, 2012 as a Delaware limited liability company and is majority owned by PEAK6 Investments LLC (“PEAK6”) with an 81.89% ownership as of December 31, 2020. Apex Fintech’s purpose is that of a holding company which owns subsidiaries engaged in clearing, custody, technology and related services, including Apex Clearing Corporation (“ACC”), Electronic Transaction Clearing Inc. (“ETC”), and ETC Processing Technologies LLC (“ETCPT”). The Company’s business is also conducted through Apex Crypto LLC (“Crypto”) and Kairos Solutions LLC (“Kairos”).

Apex Fintech has ultimate control over all activities of the Company, however day-to-day operations are subject to the control of subsidiaries’ and affiliates’ respective boards of directors and management.

The Company operates as one operating segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a combined consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources.

ACC was incorporated on December 12, 1978 as a New York corporation and is wholly-owned by Apex Fintech. ACC operates as a clearing broker-dealer registered with the U.S. Securities and Exchange Commission (“SEC”) and with the Commodity Futures Trading Commission (“CFTC”). ACC is a member of the Financial Industry Regulatory Authority (“FINRA”), is a non-clearing Futures Commission Merchant (“FCM”) registered with the National Futures Association (“NFA”), is a member of the Securities Investor Protection Corporation (“SIPC”), and is a member of various exchanges and self-regulatory organizations. ACC is a member of the National Securities Clearing Corporation (“NSCC”), is a participant in the Depository Trust Company (“DTC”) and is a member of the Options Clearing Corporation (“OCC”). ACC provides clearing, custody, execution, prime brokerage, margin lending, securities lending, and other back office services to customers of introducing brokers, as well as direct customers and joint back office counterparts.

ETC was incorporated on November 9, 2007 as a Delaware corporation, is wholly-owned, and was acquired by Apex Fintech in September 2019. ETC, doing business as Apex Pro, is registered with the SEC as a securities broker-dealer and is a member of FINRA as well as various exchanges and self-regulatory organizations. ETC is also a member of NSCC, is a participant in DTC, and is a member of the OCC. ETC provides clearing and related services to customers and correspondent broker-dealers.

ETCPT was formed on March 6, 2014 as a single member Delaware limited liability company, is wholly-owned and was acquired by Apex Fintech in September 2019. ETCPT provides middle and back office technology solutions to ETC.

Crypto was formed on January 26, 2018 as a single member Delaware limited liability company, owned by PEAK6. Crypto is registered with the U.S. Treasury Financial Crimes Enforcement Network (“FinCEN”) as a money services business.

Kairos was formed on February 28, 2019 as a single member Delaware limited liability company and as of December 31, 2020 was wholly-owned by PEAK6. On February 14, 2021, Kairos became a wholly-owned subsidiary of the Company. Kairos is developing technology solutions for affiliates.

F-35

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The preparation of financial statements is in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as established by the Financial Accounting Standards Board (“FASB”).

Principles of Combination and Consolidation

In accordance with FASB Accounting Standards Codification (“ASC”) Topic 810, Consolidation, the Company combines and consolidates Apex Fintech and subsidiaries and affiliates. The accompanying Combined Consolidated Financial Statements include directly owned and affiliated entities. All intercompany accounts and transactions have been eliminated in combination and consolidation.

Use of Estimates

The preparation of these Combined Consolidated Financial Statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosures of contingent assets and liabilities in the accompanying notes to the financial statements as of December 31, 2020 and 2019 as well as the reported amounts of revenues and expenses during the years ended December 31, 2020, 2019, and 2018. Actual results could differ materially from such estimates. Management believes that the estimates utilized in preparing these Combined Consolidated Financial Statements are reasonable.

Cash and Cash Equivalents

The Company has cash on deposit with major money center banks. The Company maintains its cash in bank deposit accounts which at times may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes its cash is not exposed to any significant credit risk. The Company considers all highly liquid investments with original maturity dates of three months or less to be cash equivalents.

The Company has significant balances and/or activity with several banks that have no history of defaults, nor have they had a previous issue with customer deposits and all balances are held in banks that are FDIC insured. On a regular basis, the Company reviews its banks’ public regulatory submissions to review credit worthiness and liquidity stress test results. Based on the above factors, it has been determined that there is no material current expected credit loss under Accounting Standards Update, (“ASU”), No. 2016-13, Measurement of Credit Losses on Financial Instruments – Credit Losses (“ASC 326”) for any cash deposits, including those segregated under federal and other regulations.

Cash and Securities Segregated Under Federal Regulations

ACC and ETC are both broker-dealers that are subject to the customer protection rule and are required by their primary regulators, the SEC, FINRA and the CFTC, to segregate cash to satisfy rules regarding the protection of client assets under SEC Act of 1934 Rule 15c3-3 (“Rule 15c3-3”) and CFTC Title 17, which are subject to withdrawal restrictions.

Securities Borrowed and Securities Loaned and Reverse Repurchase Agreements

Securities borrowed and securities loaned transactions are recorded at the amount of cash collateral advanced or received, respectively, with all related securities, collateral, and cash both held at and moving through DTC as appropriate for each counterparty. Securities borrowed transactions require the Company to deposit cash or other collateral with the lender. Securities loaned transactions require the receipt of collateral by the Company in the form of cash in an amount generally in excess of the fair value of securities loaned. The Company monitors the fair value of securities borrowed and loaned daily, with additional collateral obtained or returned as necessary.

F-36

Transactions involving securities purchased under agreements to resell (“reverse repurchase agreements” or “reverse repos”) are accounted for as collateralized agreements, which are classified as Securities purchased under agreements to resell in the accompanying Combined Consolidated Statements of Financial Condition. The Company enters into reverse repurchase agreements as part of its cash management strategy. It is the policy of the Company to obtain possession of collateral with a fair value equal to or in excess of the principal amount loaned under resale agreements. Securities borrow and loan fees represent interest or rebates on the cash received or paid as collateral on the securities borrowed or loaned. Interest on such contract amounts is accrued and included in the accompanying Combined Consolidated Statements of Operations in Interest income, where interest receivable and interest payable are included in the accompanying Combined Consolidated Statements of Financial Condition in Receivables from Brokers, dealers, correspondents, clearing organizations, and Accrued expenses and other liabilities, respectively.

The Company applies a practical expedient to ASC 326 regarding its securities borrowed and loaned balances and their underlying collateral. Inherent in this activity, the Company and its counterparties to securities borrowed and loaned transactions, mark to market the collateral, securing these transactions on a daily basis through DTC. The counterparty continually replenishes the collateral securing the asset in accordance with standard industry practice. Based on the above factors, there is no material current expected credit loss under ASC 326 for Securities borrowed and loaned transactions, therefore an allowance is not needed at December 31, 2020.

Securities Failed to Deliver and Securities Failed to Receive

Securities failed to deliver, or securities failed to receive represent sales and purchases of securities by the Company, respectively, either for its account or for the accounts of its customers or other brokers and dealers, which were not delivered or received on settlement date. Such transactions are initially measured at their contracted value. These amounts are included in the accompanying Combined Consolidated Statements of Financial Condition as Receivables from and Payables to brokers, dealers, correspondents and clearing organizations.

Securities failed to deliver fall under the scope of ASC 326 and are subject to losses due to counterparty risk as well as market risk through buy-ins. The Company is a participant in Continuous Net Settlement (“CNS”), the process used by NSCC that guarantees and nets street-wide activity, confirms all activity and ending positions, and marks them to market daily. The Company also participates in Obligation Warehouse, who reprices and attempts to settle certain outstanding fails through the automated CNS process. Broker fails outside of CNS and Obligation Warehouse occur infrequently and are immaterial, and therefore no allowance is recorded under ASC 326 at December 31, 2020.

Risk of loss of CNS fails is very low as they are marked to market daily and guaranteed by NSCC. Non-CNS fails receivable are collateralized by securities. The Company’s use of Obligation Warehouse reduces overall non-CNS fails, and coupled with continuous monitoring has resulted in minimal losses over the past three years. Based on the above factors, there is no material current expected credit loss under ASC 326 for Securities failed to deliver at December 31, 2020.

Receivables from and Payables to Customers

The Company’s receivables from customers consist primarily of fully collateralized margin loans. If the value or liquidity of that collateral declines, or if margin calls are not met, the Company may consider a variety of credit enhancements, including, but not limited to, seeking additional collateral. In valuing receivables that become less than fully collateralized, the Company compares the estimated fair value of the collateral, deposits, and any additional credit enhancements to the balance of the loan outstanding and evaluates the collectability from the customer or the correspondent based on various qualitative factors, including, but not limited to, the creditworthiness of the counterparty and the nature of the collateral and available realization methods. The

F-37

Company records a loss, to the extent that the collateral and any other rights ACC and ETC have against the customer or the related introducing broker are not sufficient to cover the deficit in the account.

Amounts receivable from and amounts payable to customers include amounts due on cash and margin transactions. The Company relies on individual customer agreements to net receivables and payables. It is the Company’s policy to settle these transactions on a net basis with its customers. Securities owned by customers are held as collateral for receivables. Receivables and payables are reflected in the accompanying Combined Consolidated Statements of Financial Condition on a settlement-date basis. Margin interest income is accrued daily based on rates of interest agreed to in customer agreements. Margin interest income of $5,845, $3,402, and $23,335 was earned by the Company during the years ended December 31, 2020, 2019, and 2018, respectively, and is included in Interest income in the Combined Consolidated Statements of Operations.

Generally, receivables from customers are created through secured margin lending by the Company and through market activity that can create a cash shortage. This shortage is secured by positions that, when liquidated, reduce and/or eliminate the Company’s Customer receivable. Customer receivables also include interest and all other fees that are directly charged to the customer’s account. The risk of loss is the failure of the customer to repay its debt, in which case, the Company has the right to pursue the customer’s correspondent broker by either reducing commissions paid to the correspondent broker or by charging the correspondent broker’s deposit account. Security deposits would be required to be replenished in accordance with terms of the contract. Customers and correspondents each enter into margin agreements setting rules of conduct between the customer, correspondent, and the Company. The Company monitors customer receivables and implements loss mitigation policies that include securing customer receivables with marketable positions, reviewing daily reports indicating customer unsecured receivables, securing customer debits by charging correspondents monthly for any customer’s unsecured receivable. Additionally, to ensure all costs associated with the departure of a correspondent are received by the Company, correspondents are required to leave a portion of their deposit account with the Company to absorb any final costs that had not yet been charged to the customer. Any residual account value is returned to the correspondent after all costs are charged to their deposit account. There have been no losses on correspondent or customer receivables for the past year. The primary loss associated with a customer receivable will be incurred by the correspondent broker. The correspondent’s security deposits serve to secure any customer receivable losses. Based on the above factors, it has been determined that any current expected credit loss under ASC 326 for customer receivables would be immaterial, and therefore, no allowance is recorded at December 31, 2020.

Receivables from and Payables to Brokers, Dealers, Correspondents and Clearing Organizations

Receivables include amounts receivable relating to open transactions, non-customer receivables, and amounts related to unsettled securities activities. Payables include amounts payable relating to open transactions, non-customer payables, and amounts related to unsettled securities activities. These balances are reported net by counterparty when the right of offset exists.

Receivables from clearing organizations include cash deposited with central clearing agencies for the purposes of supporting clearing and settlement activities. Receivables from clearing organizations also include amounts due from DTC, NSCC and OCC. Each has specific industry standard daily reconciliations of their securities activity, and net settlements. Both the NSCC and OCC have a daily update of margin and clearing fund requirements and DTC has a monthly update of the clearing fund requirement. There is no prior loss history with these clearing organizations. Risk of loss from clearing organizations is expected to be immaterial over the life of these receivables. Based on the above factors, the Company has determined an allowance under ASC 326 for Receivables from clearing organizations is not needed at December 31, 2020.

The Company collects commissions and other fees from correspondent introducing brokers’ customers either monthly or periodically through the month. As stipulated by individual agreements with correspondent introducing brokers (“correspondents” or “clients”), the Company remits net amounts due to correspondents after

F-38

deducting charges for clearing, execution, and others as applicable. As of December 31, 2020 and 2019 payables are $26,397 and $11,257, respectively. Receivables from correspondents arise when the Company has an unconditional right to receive payment under a contract with a client and derecognized when the cash is received. As of December 31, 2020 and 2019 the receivables, net of any reserve, are $4,298 and $2,384, respectively.

Investments in Securities

The Company’s investments in securities are recorded on a trade date basis and are reflected at fair value on the accompanying Combined Consolidated Statements of Financial Condition. Gains and losses are recorded in the accompanying Combined Consolidated Statements of Operations in Other income on a trade date basis. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Interest income and expense include premiums amortized and discounts accreted on debt investments.

The Company’s investments in equity securities that do not have a readily determinable fair value, and do not qualify for the use of the net asset value as a practical expedient, are accounted for under the cost less impairment plus observable price changes method of accounting. These investments are included in Other assets in the accompanying Combined Consolidated Statements of Financial Condition and are evaluated for impairment three times per year or when indicators of impairment exist. As of December 31, 2020 and 2019, the Company has evaluated these investments and recorded no impairment.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost, net of accumulated depreciation and amortization, and consist primarily of computer hardware and furniture, fixtures, and equipment. Depreciation is recorded on a straight-line basis using estimated useful service lives ranging from three to seven years. Leasehold improvements are amortized over the lesser of the economic useful life of the improvement or the term of the lease. Depreciation and amortization are recorded in the accompanying Combined Consolidated Statements of Operations in Occupancy, depreciation and amortization. Property, plant and equipment are reviewed annually for impairment, with no such impairment loss recorded in the current year.

Intangible Assets and Goodwill

Goodwill represents the fair value of an acquired business in excess of the fair value of the identified net assets acquired. Goodwill is tested for impairment annually or whenever indicators of impairment exist. The Company applies the provisions of ASU 2017-04, Simplifying the Test for Goodwill Impairment, to calculate goodwill impairment, if any, on at least an annual basis, which provides for an unconditional option to bypass the qualitative assessment.

Impairment of goodwill is the condition that exists when the carrying amount of a reporting unit that includes goodwill exceeds its fair value. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. Therefore, if the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. The Company’s annual impairment testing date is as of October 1.

Definite-lived intangible assets are amortized on a straight-line basis over their useful lives. These assets are reviewed for impairment annually and whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Indefinite-lived assets are tested for impairment annually or whenever indicators of impairment exist.

Leases

On January 1, 2019, the Company adopted FASB ASC Topic 842, Leases (“ASC 842”) which requires that a lessee recognize in the statement of financial condition an Operating lease right-of-use liability and a

F-39

corresponding Operating lease right-of-use asset, including for those leases that the Company had classified as operating leases. The Operating lease right-of-use asset and the Operating lease right-of-use liability were initially measured and recorded on January 1, 2019 at $3,993 and $3,993, respectively, using the present value of the remaining lease payments. ASC 842 was implemented using a modified retrospective approach which resulted in no cumulative-effect adjustment in the opening balance of retained earnings as of January 1, 2019. As a result, the Combined Consolidated Statements of Financial Condition prior to January 1, 2019 were not restated and continue to be reported under FASB ASC Topic 840, Leases (“ASC 840”), which did not require the recognition of an operating lease right-of-use asset or liability. As permitted under ASC 842, the Company adopted the following practical expedients: (1) not to reassess whether an expired or non-lease contract that commenced before January 1, 2019 contained an embedded lease, (2) not to reassess the classification of existing leases, (3) not to determine whether initial direct costs related to existing leases should be capitalized under ASC 842, and (4) not to separate lease and non-lease components.

Revenue from Contracts with Clients

The Company’s revenue from contracts with clients is recognized when a performance obligation is satisfied, typically in the month that services are provided. These performance obligations are primarily to provide brokerage, clearing, execution and other administrative support. The Company bills each client for such services monthly, with payment terms of net 30 days. Revenues are primarily earned on customer transactions and assets under management. Interest income and Other income are considered revenue from sources other than contracts with clients and noted as mentioned below. All the Company’s revenue was generated in the United States.

Transaction-Based Revenue

Transaction based revenues consist of clearing and execution fees, as well as other contract revenues based on customer’s account activity. Clearing and execution revenue is driven by trade volume plus monthly charges for processing capability. This revenue is generally recognized on a trade date basis and included as Commissions in the accompanying Combined Consolidated Statements of Operations. The customer account activity revenue consists of bank ACH fees, wire fees, and new account fees which are included in Other fees and services in the accompanying Combined Consolidated Statements of Operations. Additionally, regulatory, clearing organization, exchange fees, and trading activity fees charged to clients are included in Reimbursable fees in the accompanying Combined Consolidated Statements of Operations. The Company records the customer account activity revenue when the transactions occur. The Company charges certain regulatory fees to every customer’s sell side trades. The Company computes regulatory fees at the prevailing rate published by the SEC, rounding this fee up to the nearest penny. ACC and ETC pay invoices received from execution venues for regulatory fees charged at those venues. If the fees charged by venues is less than the fees charged to clients, the Company may recognize revenue. Revenue is recognized when the Company believes there are no further obligations to pay to the venues for the applicable reporting period.

F-40

Asset-Based Revenue

Asset-based revenue consists of interest income and other contractual revenues based on assets held in a customer’s account. Interest income includes margin interest income and interest on customer cash invested in banks plus securities lending revenue. The revenue based on customer account assets primarily consists of funded account fees, ACAT fees, paper statement fees, and proxy fees which are included in Other income in the accompanying Combined Consolidated Statements of Operations. The Company primarily records this revenue in the month the revenue is earned, and the service is performed. Other types of revenue consist of firm trading gains or losses and integration fees which are included in Other income in the accompanying Combined Consolidated Statements of Operations.

	December 31,
	2020			2019		2018
Revenue from contracts with clients
Transaction based revenue
Commissions		95,679			50,516		55,428
Customer account activity		150,518			45,751		35,379
Asset-based revenue
Customer account assets		17,337			13,820		17,460
Total revenue from contracts with clients		263,534			110,087		108,267
Revenue from other sources
Transaction based revenue
Interest, net		40,344			9,215		30,135
Other		4,601			2,694		24,719
Asset-based revenue
Interest, net		50,698			51,975		45,233
Other		(516	)		—		—
Total revenue from other sources		95,127			63,884		100,087
Total revenue		358,661			173,971		208,354

Other Income

Other income includes realized and unrealized gains and losses on firm investments and locate fees. Locate fees are comprised of securities borrowed locate revenues that are accrued daily based on the number of shares customers request to be located. Locate fees are billed to clients monthly, with any related receivable included in the accompanying Combined Consolidated Statements of Financial Condition in Other assets. The table below presents the components of other income for the periods indicated:

	December 31,
	2020			2019			2018
Proxy fees		6,635			6,066			10,982
Locate and professional trading fees		2,828			2,372			—
Principal transactions		766			(21	)		139
Gains (losses) on investments		(258	)		253			13,876
Other		1,216			791			10,704
Total other income		11,187			9,461			35,701

Other Assets

Other assets are comprised of interest and other receivables, prepaid expenses, loan receivable, certain other investments, and DTC stock.

F-41

Digital Assets Owned

The digital assets held by the Company are accounted for as intangible assets with indefinite useful lives and are initially measured at cost. These assets are not amortized, but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital asset at the time its fair value is being measured. All resulting adjustments are included in Other income in the accompanying Combined Consolidated Statements of Operations.

Custody of Customer Digital Assets

Crypto holds digital assets on behalf of its customers. These assets belong to Crypto’s customers and are not considered assets of Crypto, nor does Crypto have any liability with respect to these funds. Accordingly, these digital assets are not included in the accompanying Combined Consolidated Statements of Financial Condition. As of December 31, 2020 and 2019, Crypto holds approximately $21,355 and $65, respectively, of digital assets on behalf of its customers.

Income Tax

The Company is subject to U.S. federal, state and local income tax at the rate applicable to corporations, except for any income attributable to Crypto and Kairos. Crypto and Kairos are owned by PEAK6 for the years ended December 31, 2020 and 2019, and thus, income from those businesses in those years are subject to “flow-through” taxation. Accordingly, the income attributable to Crypto and Kairos is reported in the Consolidated Statements, but the Company does not report the related U.S. income tax expense attributable to these businesses. The Company files a consolidated U.S. income tax return with its wholly-owned subsidiaries, on a calendar year basis, with combined returns for state tax purposes where required and separate state income tax returns where required.

The Company determines and records income taxes at each subsidiary as if each subsidiary were a separate taxpayer. Included in accrued expenses and other liabilities in the accompanying Combined Consolidated Statements of Financial Condition as of December 31, 2020 and 2019 are current income tax payables of $2.5 million and $(0.4) million, respectively. These balances are primarily comprised income taxes owed to or due from federal, state, and local tax jurisdictions based on income before taxes.

Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be settled or realized. When applicable, a valuation allowance is established to reduce any deferred tax asset when it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. Uncertain tax positions are recognized if they are more likely than not to be sustained upon examination, based on the technical merits of the position. The amount of tax benefit recognized is the largest amount of benefit that is greater than 50% likely of being realized upon settlement. Changes in the unrecognized tax benefits occur on a regular basis due to tax return examinations and settlements that are concluded, statutes of limitations that expire, and court decisions that are issued that interpret tax law. The Company recognizes interest and penalties, if any, related to income tax matters as part of the Income tax expense in the accompanying Combined Consolidated Statements of Operations. The Company uses the flow-through method to account for tax credits earned on eligible research and development expenditures. Under this method, the tax credits are recognized as a reduction to Income tax expense in the year they are earned.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, marketable securities, and restricted cash. The Company’s investment policy limits investments to

F-42

high credit quality securities issued by the U.S. government and highly rated banks, subject to certain concentration limits and restrictions on maturities. The Company’s cash, cash equivalents, marketable securities, and restricted cash are held by financial institutions that management believes are of high credit quality. Amounts on deposit may at times exceed federally insured limits. The Company has not experienced any losses on its deposits of cash, cash equivalents and restricted cash and management monitors its accounts in order to mitigate risk. The Company is exposed to credit risk in the event of default of the financial institutions holding its cash, cash equivalents, and restricted cash, and the U.S. government in their capacity as a bond issuer.

Business Combinations

When the Company acquires a business, management allocates the purchase price to the net tangible and identifiable intangible assets acquired. Any residual purchase price is recorded as goodwill. The allocation of the purchase price requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates are based on market and income approaches that include significant unobservable inputs. These estimates are inherently uncertain and unpredictable.

Recently adopted accounting pronouncements

The FASB issued ASC 326, whose main objective is to provide financial statement users with useful information about the expected credit losses on financial instruments and other commitments to extend credit held by an entity at each reporting date. To achieve this objective, the amendments in ASC 326 replace the incurred loss impairment methodology in U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to develop credit loss estimates. Under ASC 326, the Company has the ability to determine there are no expected credit losses in certain circumstances (i.e. based on collateral arrangements or the credit quality of the counterparty).

The Company identified in-scope assets impacted by the new standard as:

i. Cash

ii. Cash segregated under federal regulations

iii. Securities segregated under federal regulations

iv. Receivables from customers

v. Securities borrowed

vi. Receivables from broker-dealers

Asset classes within the scope of ASC 326 require the below components to disclose:

i. Description of the credit quality indicators considered by management

ii. Description of the method(s) utilized to make estimates

iii. Descriptions of risk characteristics of each asset class

iv. Current conditions affecting management’s estimate(s)

v. Whether a reserve has been recorded on a particular asset class as of December 31, 2020

ASC 326 specifies that the Company adopt the new guidance prospectively by recording a cumulative-effect adjustment to the opening retained earnings as of the beginning of the period of adoption. Effective January 1, 2020, the Company adopted ASC 326. The Company has evaluated the impact of adopting ASC 326 and determined it had no material impact in the Company’s accompanying Combined Consolidated Statements of Financial Condition, Statements of Operations and Statements of Cash Flows.

Recent Accounting Pronouncements – Issued but not yet Adopted

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own

F-43

Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for public companies, excluding entities eligible to be smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is planning to adopt this update with effect from January 1, 2022.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)-Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2019-12 eliminate certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. ASU 2019-12 is effective for the Company on January 1, 2022, with early adoption permitted. The Company is currently evaluating the potential impact that this standard may have on its financial position and results of operations, as well as the timing of its adoption of this standard.

3. BUSINESS COMBINATIONS

On September 6, 2019, after approval from FINRA, PEAK6 ETC Holdings LLC (“ETC Holdings”), on behalf of Apex Fintech Solutions, acquired from ETC Global Group LLC (“ETCGG”) 100% of the equity interest in ETC, ETCPT, ETC Global Holdings Canada, Inc. (“ETCGH-CA”) and ETC Global Holdings LLC (“ETCGH”), (collectively the “ETC Entities”), in exchange for the non-cash consideration of the outstanding debt obligations of ETCGG which had a fair value as of the acquisition date of $53 million, in a business combination. Apex Fintech Solutions acquired ETC Holdings to create synergies and expand the Company’s brokerage clearing business into the institutional and professional trading space. ETCGH-CA was dissolved and ETCGH merged into ETC, the surviving entity. As shown in the following table, the fair value of total identifiable assets acquired was $245 million with $192 million of liabilities assumed. Goodwill generated from the acquisition was $14.4 million and primarily attributable to synergies expected to arise after the acquisition. The table below shows the opening statement of financial condition for ETC as of September 6, 2019.

Assets
Cash and cash equivalents	78,996
Receivables from customers	23,327
Receivables from brokers, dealers, correspondents and clearing organizations, net	20,687
Securities borrowed	95,728
Property, plant and equipment, net	314
Intangible assets	1,560
Goodwill	14,400
Deferred tax asset	4,257
Other assets	5,808
Total assets acquired	245,077
Liabilities
Payables to customers	108,717
Payables to brokers, dealers, correspondents and clearing organizations, net	17,528
Securities loaned	47,231
Accrued expenses and other liabilities	18,991
Total liabilities assumed	192,467
Fair value of net assets acquired and liabilities assumed	52,610

F-44

Intangible assets identified in connection with the acquisition comprise internally developed software of $1.6 million.

Pursuant to the purchase agreement, $53 million was paid upon closing and a contingent liability of $6 million was established for future payments due if certain conditions are met. The contingent liability will be reduced by certain indemnifiable expenditures made by Apex Fintech in the first 24 months after closing. As of December 31, 2020 and 2019, there was a contingent liability of $3,816 and $5,100, respectively, included in Accrued expenses and other liabilities in the accompanying Combined Consolidated Statements of Financial Condition.

In connection with the acquisition of the ETC entities, the Company entered into a Senior Secured Promissory Note with PEAK6 on September 6, 2019 in the amount of $53,187 bearing interest at 125% per annum.

4. CASH AND SECURITIES SEGREGATED UNDER FEDERAL REGULATIONS

ACC and ETC are registered broker-dealers and are individually subject to Rule 15c3-3 under the Securities Exchange Act of 1934, the customer protection rule (“Rule 15c3-3”). Rule 15c3-3 requires the maintenance and periodic deposit or withdrawal of cash and/or qualified securities, as defined, in special reserve accounts for the exclusive benefits of customers and proprietary accounts of brokers or dealers (“PABs”). As of December 31, 2020 and 2019, cash and qualified securities held for the exclusive benefit of customers and PABs under Rule 15c3-3 are as follows:

	2020		2019
Customers – Cash1		7,572,522		4,361,727
Customer – Qualified securities:
Reverse repos2		174,586		—
US Treasuries3		199,984		—
PAB – Cash1		94,119		49,867
Total		8,041,211		4,411,594

Additionally, ACC is subject to cash segregation requirements under CFTC Regulation 1.32. As of December 31, 2020 and 2019, cash segregated under CFTC Regulation 1.32 is as follows:

	2020		2019
CFTC segregated cash1		20,584		14,462
Cash held at clearing FCM4		34,448		32,423
Total		55,032		46,885

¹  Included in the accompanying Combined Consolidated Statements of Financial Condition in Cash – segregated for regulatory purposes

²  Included in the accompanying Combined Consolidated Statements of Financial Condition at contract value, while valued for Rule 15c3-3 at the lower of their market value or contract value

³  Included in the accompanying Combined Consolidated Statements of Financial Condition and for Rule 15c-3-3 at market value

⁴  Included in the accompanying Combined Consolidated Statements of Financial Condition in Receivables from customers

F-45

5. INVESTMENT IN STASH FINANCIAL, INC.

On July 15, 2020, Apex Fintech purchased 798,104 shares of Series F Preferred Stock issued by Stash Financial, Inc. (“Stash”) at a purchase price of $25.0594 per share for an aggregate amount of $20 million. Stash is a broker-dealer that offers investment and banking accounts to retail customers. Stash clears its customers’ equity trading activity at ACC pursuant to a fully disclosed clearing agreement. The carrying amount of this investment is $20 million as of December 31, 2020 and included in Other assets in the accompanying Combined Consolidated Statements of Financial Condition.

6. RECEIVABLES FROM AND PAYABLES TO BROKERS, DEALERS, CORRESPONDENTS AND CLEARING ORGANIZATIONS

Receivables from and Payables to brokers, dealers, correspondents and clearing organizations as of December 31, 2020, and 2019 consist of the following:

As of December 31, 2020	Receivable		Payable
Securities failed to receive/deliver		18,703		30,904
Receivables from correspondents (net of allowance of $148)		4,298		—
Other fees and commissions receivable/payable		13,084		—
Deposits with clearing organizations		269,779		—
Proprietary accounts of brokers or dealers		658		86,228
Payables to correspondents		—		26,396
Total		306,522		143,528

As of December 31, 2019	Receivable		Payable
Securities failed to receive/deliver		3,441		33,644
Receivables from correspondents (net of allowance of $486)		2,384		—
Other fees and commissions receivable/payable		7,117		—
Deposits with clearing organizations		65,722		—
Proprietary accounts of brokers or dealers		4,110		58,077
Payables to correspondents		—		11,257
Total		82,774		102,978

7. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of leasehold improvements, computer hardware, software, and furniture, fixtures and equipment. The table below presents balances related to property, plant and equipment as of December 31, 2020 and 2019.

	2020			2019
Computer hardware		4,569			3,372
Software		774			774
Furniture, fixtures, and equipment		1,263			1,171
Leasehold improvements		3,061			2,606
Total property, plant and equipment		9,667			7,923
Less: Accumulated depreciation and amortization		(6,924	)		(5,939	)
Property, plant and equipment, net		2,743			1,984

F-46

For the years ended December 31, 2020, 2019, and 2018, depreciation and amortization was $985, $807, and $1,105, respectively, and is included in Occupancy, depreciation and amortization on the accompanying Combined Consolidated Statements of Operations.

8. LEASES

All of the Company’s leases are classified as operating leases and primarily consist of its offices and rental equipment. As of December 31, 2020, the weighted-average remaining lease term on these leases is approximately 1.6 years and the weighted-average discount rate used to measure the lease liabilities is between 4% and 5.25%. As of December 31, 2020, and 2019, the operating lease right-of-use asset is $6,086 and $7,779, respectively. As of December 31, 2020, and 2019, the operating lease right-of-use liability is $6,328 and $8,010, respectively. Expense from operating leases is calculated and recognized on a straight-line basis over the applicable lease periods, considering rent concessions, lease incentives, and escalating rent terms. The Company’s lease agreements do not contain any residual value guarantees, restrictions, or covenants.

The Company has non-cancelable operating leases for its offices and rental equipment and has elected not to separate lease and non-lease components. Future minimum lease payments (with initial or remaining lease terms in excess of one year) are as follows:

	Operating Lease
Year ending December 31, 2021		2,375
Year ending December 31, 2022		2,004
Year ending December 31, 2023		851
Year ending December 31, 2024		521
Year ending December 31, 2025		537
Year ending December 31, 2026 and thereafter		694
Discount		(85	)
Total lease payments		6,897

For the years ended December 31, 2020, 2019, and 2018, rent expense was $2,267, $1,516, and $1,232, respectively, and is included in Occupancy, depreciation and amortization in the accompanying Combined Consolidated Statements of Operations.

9. INTANGIBLE ASSETS AND GOODWILL

As of December 31, 2020 and 2019, intangible assets, net consists of the following:

	Weighted Average Amortization Period (in years)		December 31, 2020
			Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Acquired software		3		1,560		519		1,041
Crypto indefinite-lived intangibles		Indefinite		290		—		290
Total intangible assets				1,850		519		1,331
	Weighted Average Amortization Period (in years)		December 31, 2019
			Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Acquired software		3		1,560		—		1,560
Crypto indefinite-lived intangibles		Indefinite		347		—		347
Total intangible assets				1,907		—		1,907

F-47

For the years ended December 31, 2020, 2019, and 2018, intangible amortization was $519, $0, and $0, respectively, and is included in Occupancy, depreciation and amortization in the accompanying Combined Consolidated Statements of Operations.

Impairment charges on indefinite-lived intangible assets are reflected in Administrative and general in the accompanying Combined Consolidated Statements of Operations. The Company has recognized impairment of $95 and $141 in 2020 and 2019, respectively. As of December 31, 2020, estimated future amortization expense for 2021 and 2022 is $519 and $519, respectively. No goodwill impairment was identified for the years ended December 31, 2020 and 2019.

10. NETTING OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES

Substantially all of the Company’s securities borrowing and securities lending activity is transacted under master agreements that may allow for net settlement in the ordinary course of business, as well as offsetting of all contracts with a given counterparty in the event of default by one of the parties. However, for financial statement purposes, the Company does not net balances related to these financial instruments. These financial instruments are presented on a gross basis in the accompanying Combined Consolidated Statements of Financial Condition.

The following table presents information about the potential effect of rights of setoff associated with the Company’s recognized assets and liabilities as of December 31, 2020 and 2019 as follows:

	Gross Amounts of Recognized Assets and Liabilities		Gross Amounts Offset in the Combined Consolidated Statements of Financial Condition (1)		Net Amounts Presented in the Combined Consolidated Statements of Financial Condition		Collateral Received or Pledged (2)			Net Amount (3)
As of December 31, 2020
Assets
Securities borrowed		536,553		—		536,553		(522,486	)		14,067
Securities purchased under agreements to resell, segregated for regulatory purposes		175,000		—		175,000		(176,382	)		(1,382	)
Liabilities
Securities loaned		1,238,712		—		1,238,712		(1,144,055	)		94,657
As of December 31, 2019
Assets
Securities borrowed		219,996		—		219,996		(213,688	)		6,308
Securities purchased under agreements to resell		131,532		—		131,532		(131,583	)		(51	)
Liabilities
Securities loaned		165,351		—		165,351		(158,317	)		7,034

⁽¹⁾ Amounts represent recognized assets and liabilities that are subject to enforceable master agreements with rights of setoff.

⁽²⁾ Represents the fair value of collateral the Company had received or pledged under enforceable master agreements.

⁽³⁾  Represents the amount for which, in the case of net recognized assets, the Company had not received collateral, and in the case of net recognized liabilities, the Company had not pledged collateral.

F-48

11. FAIR VALUE OF FINANCIAL INSTRUMENTS

FASB ASC 820, Fair Value Measurements, (“ASC 820”) establishes a framework for measuring fair value, and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques. Fair value is the price that would be received to sell an asset, or the price paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income, or cost approach, as specified by ASC 820 are used to measure fair value.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:

Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment, as the valuations are based on quoted prices in active markets that are readily and regularly available.

Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full terms of the assets or liabilities. These financial instruments are valued by quoted prices that are less frequently refreshed than those in active markets or by models that use various assumptions derived from or supported by data that is generally observable in the marketplace. Valuations in this category are inherently less reliable than those determined by quoted market prices due to the degree of subjectivity involved in determining appropriate methodologies and applicable underlying assumptions. Examples of observable inputs other than quoted prices for the asset or liability are interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates.

Level 3 – Valuations based on inputs that are unobservable and not corroborated by market data. These financial instruments have significant inputs that cannot be validated by readily determinable data and generally involve considerable judgment by management.

The level of input used for valuing securities is not necessarily an indication of the risk associated with investing in those securities. The following is a description of the valuation methodologies applied to the Company’s major categories of assets and liabilities measured at fair value on a recurring basis:

Level 1 – Investment and trading securities – Quoted market prices are used where available

Level 2 – Investment and trading securities – Relevant quotes from the appropriate clearing organization

Certain assets are recorded in the accompanying Combined Consolidated Statements of Financial Condition at fair value, on a recurring basis, measured as follows as of December 31, 2020 and 2019:

	Level 1		Level 2		Level 3		Total
As of December 31, 2020
U.S. government securities		249,555		—		—		249,555
As of December 31, 2019
U.S. government securities		4,998		—		—		4,998

The Company had no transfers between levels during the years ended December 31, 2020 and 2019.

12. COLLATERAL

The Company receives collateral in connection with margin lending, securities borrowed, and reverse repurchase agreements. Under various agreements, the Company is permitted to pledge the securities held as collateral, use

F-49

the securities to enter into securities-lending arrangements, or deliver the securities to counterparties to cover short positions. The collateral pledged in securities lending transactions is marked to market on a daily basis and not subject to term commitments.

As of December 31, 2020 and 2019, the Company’s collateral under margin lending, securities borrowed, and reverse repurchase agreements was as follows:

	December 31,
	2020		2019
Accessible collateral from margin lending		1,571,349		588,479
Accessible collateral from securities borrowed and securities purchased under agreements to resell		173,182		332,796
Collateral utilized to support securities lending contracts		295,689		57,870
Collateral pledged in securities lending		488,206		120,966

13. SHORT TERM BORROWINGS

As of December 31, 2020 and 2019, the Company had short-term bank credit facilities with five financial institutions with available borrowing capacity and variable terms as follows:

	2020
	Committed Unsecured		Uncommitted Unsecured		Uncommitted Secured		Total Facility Size		Expire Date
Facility 1		—		10,000		125,000		125,000		None
Facility 2		—		10,000		—		10,000		None
Guidance Line		—		—		—		—		None
Facility 4		—		—		100,000		100,000		None
Facility 5		25,000		—		—		25,000		Oct 2021
Facility 6		—		—		75,000		75,000		None
Syndicate Line		100,000		—		—		100,000		Sep 2021
Facility 8		—		—		50,000		50,000		None
Facility 9		—		10,000		—		10,000		None
Facility 10		—		—		25,000		25,000		None
		125,000		30,000		375,000		520,000

	2019
	Committed Unsecured		Uncommitted Unsecured		Uncommitted Secured		Total Facility Size		Expire Date
Facility 1		—		10,000		125,000		125,000		None
Facility 2		—		—		—		—		None
Guidance Line		—		—		—		—		None
Facility 4		—		—		100,000		100,000		None
Facility 5a		10,000		—		—		10,000		Oct 2020
Facility 5b		—		5,000		—		5,000		None
Facility 6		—		—		75,000		75,000		None
Syndicate Line		60,000		—		—		60,000		Sep 2020
Facility 8		—		—		50,000		50,000		None
Facility 9		—		10,000		—		10,000		None
Facility 10		—		—		25,000		25,000		None
		70,000		25,000		375,000		460,000

F-50

There were no amounts drawn as of December 31, 2020 and 2019.

In Facility 1, the uncommitted unsecured $10,000 becomes secured if outstanding beyond five days. Facility 1 has uncommitted unsecured and uncommitted secured limits of $10,000 and $125,000, respectively, while having a total combined facility limit of $125,000. If the $10,000 uncommitted unsecured portion was fully used, the uncommitted secured portion would be limited to $ 115,000 for a total facility of $125,000.

Facility 2 opened in 2020 and did not exist in 2019.

The Guidance Line is an uncommitted, secured revolving lending facility with a variable loan size along with a range of rates, each to be determined at the time of loan draw down and at the discretion of the facility provider.

Facility 5a and 5b were merged into Facility 5 in 2020, with an increase in facility loan size and a change to being committed unsecured with an expiration date of October 2021.

Facility 8 has been terminated effective December 31, 2020.

With the exception of Facility 10, the uncommitted, secured lines of credit mentioned above bear interest at a rate that varies with the federal funds rate, have no stated expiration dates, and are repayable on demand. In general, the advance requires between 80% and 95% of the collateral value posted, and the banks have the authority to not accept certain collateral or to set concentration limits. The uncommitted, unsecured lines of credit mentioned above bear interest at a rate that varies with the prime rate, federal funds rate or 30-day LIBOR rate, have no stated expiration date, and are repayable on demand.

14. MEMBERS’ EQUITY

The membership interests in Apex Fintech are represented solely by common units with equal rights. Gains and losses are allocated pro rata to all unit holders. The table below presents the amount of membership interests and ownership held in Apex Fintech as of December 31, 2020.

	PEAK6 Investments LLC			Others			Total
Ownership%		81.89	%		18.11	%		100	%
Members’ units		127,626.940			28,206.392			155,833.332

Member Contributions and Distributions

The Company paid a distribution to its parent during the year ended December 31, 2018 of $29,054 and received contributions from its parent during the years ended December 31, 2020, 2019, and 2018 of $14,300, $6,004, and $1,600, respectively.

15. INCOME TAXES

The provision for income taxes consists of the following for the years ended December 31, 2020, 2019, and 2018:

	2020		2019		2018
Current provision
Federal		14,945		3,008		14,595
State and local		7,722		2,473		4,593
Deferred provision (benefit)
Federal		493		2,138		(2,275	)
State and local		110		522		(643	)
Provision for income taxes		23,270		8,141		16,270

F-51

The reconciliation of the tax provision at the U.S. federal statutory rate to the provision for income taxes for the years ended December 31, 2020, 2019, and 2018 are as follows:

	2020		2019		2018
Tax provision at U.S. federal rate		21.0%		21.0%		21.0%
Plus: rate attributable to income attributable to Crypto and Kairos		3.0%		4.8%		0.6%
State and local taxes, net of federal benefit		8.5%		9.8%		5.4%
Non-deductible expenses, net		0.0%		0.9%		0.1%
U.S. federal tax credits		-0.7%		-0.8%		0.0%
Other, net		-0.3%		-1.6%		-0.2%
Effective tax rate		31.5%		34.1%		26.9%

The components of the net deferred tax assets and liabilities as of December 31, 2020 and 2019 are as follows:

	2020			2019
Deferred income tax assets
Net operating loss carry-forward		4,032			4,305
Allowance for bad debts		31			131
Accrued expenses		789			732
Unrealized gain		592			403
Valuation allowance		(315	)		(315	)
Total deferred income tax assets		5,129			5,256
Deferred income tax liabilities
Prepaid expenses		18			(6	)
Goodwill and intangibles		21			3
Property, plant and equipment		516			150
Charitable contribution carryover		3			—
Other		—			128
Total deferred income tax liabilities		558			275

As a result of the ETC acquisition, as of December 31, 2020 and 2019, the Company has U.S. federal net operating loss carryforwards of $28.6 million and $29.3 million, respectively, U.S. state and local net operating loss carryforwards of $28 million and $28.7 million, respectively, and has recorded a related deferred tax asset of $4.0 million and $4.2 million, respectively. These net operating loss carryforwards are subject to Internal Revenue Code section 382 (“IRC 382”), which limits net income that can be offset by net operating loss carryforwards after an ownership change. A valuation allowance of approximately $0.3 million and $0.3 million is recorded against this deferred tax asset as of December 31, 2020 and 2019, respectively, as it is more-likely-than-not that this portion of the deferred tax asset will not be realized in future years. The net operating losses generated through December 31, 2017 will expire between the years 2029 and 2037. The net operating losses generated in 2018 and 2019 have an indefinite life. No valuation allowance against the remaining deferred taxes was recorded as of December 31, 2020 because it is more likely than not that these deferred tax assets will be fully realized.

Goodwill of approximately $14.4 million was assigned to ETC as a result of the ETC acquisition and is deductible for tax purposes but not book purposes. The transaction was taxable for income tax purposes and all assets and liabilities were recorded at fair value for both book and income tax purposes in the year of acquisition. A related deferred tax liability of less than $0.1 million has been recorded in association with the amortization of goodwill for tax purposes.

As of December 31, 2020 and 2019, the net deferred tax asset of $4,571 and $4,981, respectively is included in Other assets in the accompanying Combined Consolidated Statements of Financial Condition. The Company

F-52

recognizes and measures its unrecognized tax benefits and assesses the likelihood, based on their technical merit, that tax positions will be sustained upon examination based on the facts, circumstances and information available at the end of each period. The measurement of unrecognized tax benefits is adjusted when new information is available or when an event occurs that requires a change. The Company has no material uncertain tax positions. As of December 31, 2020, generally the past three years remain subject to examination by various tax jurisdictions under the statute of limitations. The Company is currently under state examination, and the outcome of the examination is not yet determinable. However, the Company anticipates that any adjustments will not result in a material change. In addition, management does not expect a significant change in uncertain tax positions during the twelve months subsequent to December 31, 2020.

16. EMPLOYEE BENEFIT PLANS

The Company offers substantially all employees of U.S.-based operating subsidiaries who have met minimum service requirements the opportunity to participate in defined contribution retirement plans qualifying under the provisions of Section 401(k) of the Internal Revenue Code. The general purpose of these plans is to provide employees with an incentive to make regular savings contributions in order to provide additional financial security during retirement. Kairos employees participate in the PEAK6 plan and all other employees participate in the Company’s plan. Under the plans, the Company or PEAK6 may make discretionary matching contributions. PEAK6’s matching contributions are $64, $20, and $0 for the years ended December 31, 2020, 2019, and 2018, respectively, before forfeitures. The Company’s matching contributions are $1,001, $659, and $572 for the years ended December 31, 2020, 2019, and 2018, respectively, before forfeitures. All matching contributions are included in Employee compensation and benefits in the accompanying Combined Consolidated Statements of Operations.

17. COMMITMENTS, CONTINGENCIES AND GUARANTEES

Commitment to Purchase Customer Digital Assets Under Custody

Crypto has entered into customer user agreements which provide a commitment of Crypto to buy the digital assets of the customer upon their request to sell at prevailing market rates as determined by Crypto. This commitment is limited to the amount of customer digital assets under custody.

FINRA Inquiry

In 2019, FINRA and certain exchanges requested documentation and information regarding order routing and trading activities of two ETC clients for periods during 2017 through 2019. ETC subsequently terminated its relationship with these clients. FINRA and certain exchanges have also requested documentation and information regarding certain erroneous orders of clients as well as the Company’s risk system controls relating to order entries. The Company is cooperating with the regulatory authorities with respect to the ongoing inquiries. Any future action, developments, or outcomes cannot be determined at this time.

Other Inquiries

From time to time, the Company may become involved in various legal matters and regulatory inquiries or examinations in the ordinary course of conducting business. The Company is not aware of any material contingencies relating to such matters that would require accrual or disclosure in the financial statements or their accompanying notes as of December 31, 2020 and 2019.

Legal, Regulatory, and Governmental Matters

The Company is subject to certain pending and threatened legal, regulatory, and governmental actions and proceedings that arise out of the normal course of business. Given the inherent difficulty of predicting the outcome of such matters, particularly in proceedings where claimants seek substantial or indeterminate damages,

F-53

or which are in their early stages, the Company is generally not able to quantify the actual loss or range of loss related to such legal proceedings, the manner in which they will be resolved, the timing of their final resolution, or the ultimate settlement. Management believes that the resolution of these matters will not have a material effect, if any, on the Company’s business or financial condition, but may have a material impact on the results of operations for a given period.

Guarantees

The Company is required to disclose information about its obligations under certain guarantee arrangements under FASB ASC Topic 460, Guarantees. Guarantees are defined as contracts and indemnification agreements that contingently require a guarantor to make payments for the guaranteed party based on changes in an underlying security (such as an interest or foreign exchange rate, security or commodity price, an index or the occurrence or non-occurrence of a specified event) related to an asset, liability or equity security of a guaranteed party. Guarantees are further defined as contracts that contingently require the guarantor to make payments to the guaranteed party based on another entity’s failure to perform under an agreement, as well as indirect guarantees of indebtedness of others. Guarantees made by a clearing broker-dealer can be a reduction to regulatory net capital.

The Company is a member of certain clearing organizations. The OCC is formed as a mutual in which members agree to fund another member’s deficit if that member’s clearing fund has been extinguished. The OCC has not had a significant issue with a member’s deficit. The Company, therefore, cannot estimate any guarantee obligation associated with its OCC memberships. Further, management believes the exposure to be remote and therefore, the Company does not take a reduction to regulatory Net Capital for this guarantee, nor has a reserve been established in the accompanying Combined Consolidated Statements of Financial Condition.

Associated with its memberships, the Company may be required to pay a proportionate share of the financial obligations of another member who may default on its obligations to the organization. While the rules governing different exchange memberships vary, in general, the Company’s guarantee obligations would arise only if the organization had previously exhausted its resources. In addition, any such guarantee obligation would be apportioned among the other non-defaulting members of the organization. Any potential contingent liability under these membership agreements cannot be estimated. The Company has not recorded any contingent liability in the accompanying Combined Consolidated Statements of Financial Condition for these agreements and believes that any potential requirement to make payments under these agreements is remote.

18. RELATED PARTIES TRANSACTIONS

The Company has regularly entered into certain expense sharing and administrative services agreements whereby PEAK6 charges the Company for, among other things, (i) pass through costs for third party vendors that are shared amongst the entities, (ii) rent and related operating expenses, taxes or other amounts due under leases when the Company and/or any of its subsidiaries shares space that is rented by PEAK6 or one of its direct or indirect subsidiaries and (iii) costs related to employee services for individual’s employed by PEAK6 who provide services to the Company and/or its subsidiaries. Management has reviewed expense allocation methodologies and considers them reasonable.

PEAK6

PEAK6 provides various support and other services to the Company and is entitled to fees and other payouts pursuant to the terms of a Support Services Agreement between the Company and PEAK6, as amended (the “SSA”) and PEAK6’s Limited Liability Company Agreement. For the years ended December 31, 2020, 2019 and 2018, the Company recorded expenses of $22,946, $12,020, and $7,720 respectively. These expenses are attributable to fees for services, reimbursement of costs, and other payouts pursuant to the Support Services Agreement and are included in the accompanying Combined Consolidated Statements of Operations. As of

F-54

December 31, 2020 and 2019, the Company had a payable to PEAK6 of $5,207 and $1,966 respectively, included as Payables to affiliates in the accompanying Combined Consolidated Statements of Financial Condition. In 2018, the Company sold shares of a private investment in equity securities, and warrants to PEAK6 Investments, L.P., and received cash proceeds of $10,727 and $400, respectively.

Prior to December 14, 2018, the Company paid certain amounts to PEAK6 based on the consolidated revenues of the Company in consideration for PEAK6 providing services to the Company. These payments were provided for in the Third Amended and Restated Limited Liability Company Agreement of the Company, dated May 22, 2017, which was terminated on December 14, 2018. For the year ended December 31, 2018, the amount paid to PEAK6 under this arrangement was $12,267. No such fees have been paid, nor are any due, since December 14, 2018.

On December 13, 2018, the Company repaid a $35,750 one-year subordinated loan issued on June 5, 2017 by PEAK6 Investments LP. On February 27, 2019, the Company repaid a $25,000 one-year subordinated loan issued on February 27, 2018 by PEAK6 Investments L.P. For the years ended December 31, 2019 and 2018, the Company recorded interest expense of $156 and $4,105, respectively, included in Interest expense in the accompanying Statement of Financial Condition. As of December 31, 2019, the Company had no remaining subordinated loan borrowings.

The Company has secured various sources of financing with PEAK6 and/or Social Finance, Inc. (“SoFi”) during the years ended December 31, 2020 and 2019 as follows:

The Company entered into a Senior Secured Promissory Note with PEAK6 on September 6, 2019 in the amount of $53,187 bearing interest at 12.5% per annum. On November 22, 2019, the note was amended and issued a supplement to include SoFi as a participant in the note to the extent of its pro-rata ownership at the time, transferring $9,050 of the outstanding balance of the loan to SoFi and reducing PEAK6’s outstanding balance of the loan to $45,248. This note was amended on August 28, 2020, (“Amendment No. 1 to Senior Secured Promissory Note”) to reduce the simple interest rate to 5% per annum, effective August 29, 2020. The initial maturity date of the original note was August 31, 2020 and was extended to be due and payable on August 31, 2021.

The Company entered into a Credit Agreement with PEAK6 on March 11, 2020, with a commitment of $75,000, bearing interest at 10% per annum and due on March 11, 2021. The facility was initially drawn down on March 13, 2020 for $25,000. On June 8, 2020, this agreement was amended and restated (“Amended and Restated Credit Agreement”) expanding the facility to a commitment of $90,000 with PEAK6 committing approximately $74,700 of the facility. This amendment allowed SoFi to participate in the facility in their pro-rata ownership at the time, transferring $7,643 of the outstanding facility to SoFi, and reducing PEAK6’s outstanding facility to $17,357. On July 1, 2020, an additional $20,000 was drawn down from this facility. On February 19, 2021, this agreement was amended and restated (“Second Amended and Restated Credit Agreement”) extending the maturity date of the credit facility to the earlier of February 18, 2022 or a change of control of the Company.

These notes and related accrued interest are included in Loans from affiliates and Payables to affiliates, respectively, in the accompanying Combined Consolidated Statements of Financial Condition as of December 31, 2020 and 2019. The related interest expense is included in Interest expense in the accompanying Combined Consolidated Statements of Operations for the years ended December 31, 2020, 2019, and 2018.

F-55

The following table summarizes outstanding balances, accrued interest, and interest expense as of and for the years ended December 31, 2020 and 2019:

	2020		2019
Senior Secured Promissory Note – PEAK6
Outstanding balance		45,248		45,248
Accrued interest		5,114		604
Interest expense		4,509		1,715
Senior Secured Promissory Note – SoFi
Outstanding balance		9,050		9,050
Accrued interest		1,023		121
Interest expense		902		121
Amended and Restated Credit Agreement – PEAK6
Outstanding balance		37,356		—
Accrued interest		2,594		—
Interest expense		2,594		—
Amended and Restated Credit Agreement – SoFi
Outstanding balance		7,643		—
Accrued interest		409		—
Interest expense		409		—
Total loans and accrued interest due to affiliates		108,437		55,023
Total interest expense		8,414		1,836

PEAK6 Capital Management LLC

ACC and PEAK6 Capital Management LLC (“CapMan”) maintain a clearing agreement for clearing and execution services provided by ACC. On January 27, 2015, ACC entered into a joint back office (“JBO”) arrangement with CapMan. Under terms of the JBO, CapMan purchased preferred stock from ACC for $25. As of December 31, 2020 and 2019 ACC had a receivable of $2 and $138, respectively, from CapMan that is recorded in Receivables from Brokers, dealers, correspondents and clearing organizations in the accompanying Combined Consolidated Statements of Financial Condition. ACC recorded revenues of $59, $28, and $47 from these agreements with CapMan during the years ended December 31, 2020, 2019, and 2018 respectively, which are included in Commissions in the accompanying Combined Consolidated Statements of Operations. As of December 31, 2020 and 2019 CapMan had a net credit balance in their PAB accounts held at ACC totaling $1,367 and $1,027, respectively, that are included in Payables to customers in the accompanying Combined Consolidated Statements of Financial Condition.

PEAK6 NI Limited

PEAK6 NI Limited (“PEAK6 NI”), provides various support and other services to the Company and is entitled to fees and other payouts pursuant to the terms of the Services and Expense Sharing Agreement between PEAK6 NI Limited and the Company. For the year ended December 31, 2020, the Company recorded expenses of $236 for fees for services, reimbursement of costs, and other payouts. As of December 31, 2020, ACC had a payable to PEAK6 NI of $54 included in Payables to affiliates in the accompanying Combined Consolidated Statements of Financial Condition. No such services were provided in 2019.

Woodland & West, LLC

On July 15, 2018, the Company repaid a $1,625 subordinated loan issued on June 15, 2017 by Woodland & West, LLC.

F-56

For the year ended December 31, 2018, the Company recorded interest expense of $105 on the subordinated loans that is included in Interest expense in the accompanying Combined Consolidated Statements of Operations. The Company also sold shares of a private investment in equity securities to Woodland & West, LLC, and received cash proceeds of $276. The Company had no outstanding payables to Woodland & West as of December 31, 2018.

Quivet Neck Capital LLC

On June 5, 2018 the Company repaid a $1,625 subordinated loan issued on June 5, 2017 by Quivet Neck Capital LLC.

For the year ended December 31, 2018, the Company recorded interest expense of $83 on the subordinated loans that is included in Interest expense in the accompanying Combined Consolidated Statements of Operations. The Company also sold shares of a private investment in equity securities to Quivet Neck Capital LLC and received cash proceeds of $276. The Company had no outstanding payables to Quivet Neck Capital LLC as of December 31, 2018.

Directors and Officers

Included in payables to customers in the Combined Consolidated Statements of Financial Condition as of December 31, 2020 and December 31, 2019 were accounts payable to directors, officers and their affiliates of $1,572 and $291, respectively. There were no accounts receivable from directors, officers and their affiliates. The Company may extend credit to these related parties in connection with margin and securities loans. Such loans are (i) made in the ordinary course of business, (ii) are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company, and (iii) do not involve more than the normal risk of collectability or present other unfavorable features.

19. SIGNIFICANT SERVICE PROVIDERS

On January 1, 2019, ACC entered into a Master Services Agreement (“MSA”) with Broadridge Financial Solutions, Inc. (“Broadridge”) that expires and terminates on December 31, 2023. This agreement replaced a previous MSA with Broadridge which called for ACC to pay a fixed percentage of net revenue earned in any given month. If ACC terminates the agreement for convenience, ACC may be obligated to pay Broadridge a termination fee, with maximum exposure of $15,285 as of December 31, 2020.

20. CUSTOMER CONCENTRATION

Concentration of Business

For the year ended December 31, 2020, three clients accounted for approximately 36% of the Company’s business in aggregate.

Concentration of Receivables

As of December 31, 2020 and 2019, a client accounted for more than 10% of receivables.

21. REGULATORY REQUIREMENTS

ACC and ETC are broker-dealers subject to the SEC Uniform Net Capital Rule (Rule 15c3-1) under the Securities Exchange Act of 1934. Additionally, ACC operates as an FCM and is therefore subject to the CFTC

F-57

Minimum Capital Requirement (“Regulation 1.17”). Under the more restrictive of these rules, ACC and ETC are separately required to maintain “net capital” equivalent to the greater of $1,500, 2% of aggregate debit items arising from customer transactions or the greater of the sum of 8% of the futures customer risk maintenance margin requirement plus 8% of the futures noncustomer risk maintenance margin requirement or $1 million, as these terms are defined. Adjusted Net Capital, aggregate debit items, and risk maintenance margin requirements change daily.

The table below summarizes net capital, minimum net capital and excess net capital as of December 31, 2020:

	ACC		ETC
Net Capital		221,755		38,018
Minimum Net Capital		30,791		1,191
Excess Net Capital		190,964		36,827

As an FCM, ACC must maintain a risk based net capital requirement not less than 110% of CFTC minimum net capital requirement per CFTC Rule 1.17. ACC’s minimum net capital requirement is $2,897 as of December 31, 2020.

22. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

In the normal course of business, the Company purchases and sells securities and pledges or receives collateral as both principal and agent. If a party to a transaction fails to fulfill its contractual obligation, the Company may incur a loss if the market value of the security is different from the contract amount of the transaction. When the Company acts as principal, it trades various financial instruments and enters into various investment activities, including treasury securities. Each of these financial instruments contains varying degrees of off-balance sheet risk whereby changes in the market values of the securities or other underlying financial instruments may be in excess of the amounts recognized in the accompanying Combined Consolidated Statements of Financial Condition.

Collateral Finance

The Company deposits customers’ margin securities with lending institutions as collateral for borrowings. If a lending institution does not return a security, the Company may be obligated to purchase the security at prevailing market prices in order to return it to its customer. In such circumstances, the Company may incur a loss equal to the amount by which the market value of the security exceeds the value of the loan from the lending institution. In connection with securities financing activities, the Company enters into securities borrowing and lending arrangements which may result in significant credit exposure in the event the counterparty to the transaction is unable to fulfill its contractual obligations.

Digital Asset Risk

Crypto is subject to various risks including market, liquidity and other risks related to its digital asset intangibles. Digital asset prices have been volatile and are subject to influence by many factors including the level of liquidity. As such, Crypto may experience losses.

There is a risk that some or all of Crypto’s digital assets could be lost or stolen. Further, digital asset movements are irrevocable and, if stolen or incorrectly transferred, digital assets may be irretrievable. To the extent the private keys for digital assets addresses are lost, destroyed, or otherwise compromised and no backup of private keys are accessible, Crypto may be unable to access the digital assets held in the associated addresses and the private key will not be capable of being restored by the digital asset networks. The processes by which digital asset transactions are settled is subject to operational risk. Third party service providers may be vulnerable to hacking or other malicious activities.

The above factors contribute to the uncertainty of future viability and value of digital assets.

F-58

Customer Margin

The Company extends credit to its customers that is collateralized by cash and securities in customer accounts and is subject to various regulatory and internal margin guidelines. In connection with these activities, the Company executes and clears customer transactions involving the acquisition of securities and the sale of securities not yet purchased, substantially all of which are transacted on a margin basis subject to regulatory and individual exchange regulations, as well as the Company’s internal policies that may be more restrictive. Such activity may expose the Company to significant off-balance sheet risk in the event margin requirements are insufficient to fully cover losses that customers may incur. In the event a customer or broker fails to satisfy its obligations, the Company may be required to purchase or sell financial instruments at prevailing market prices to fulfill the customer’s or broker’s obligations. The Company seeks to control the risks associated with its customer and broker activities by requiring the maintenance of margin collateral in compliance with various regulatory and internal guidelines. The Company monitors required margin levels and has established guidelines to require customers and brokers to deposit additional collateral or to reduce positions when necessary. Management believes that the margin deposits and collateral held as of December 31, 2020 and 2019 were adequate to mitigate the risk of material loss that could be created by positions held at that time.

The Company’s policy is to continually monitor its market exposure and counterparty risk and to periodically review the credit standing of all parties with which it conducts business, including correspondents, direct customers and customers of correspondents. For customers introduced on a fully disclosed basis by introducing broker-dealers, the Company typically has a contractual right of recovery from such introducing broker-dealers in the event of nonperformance by the customer. The Company can offset associated customer balances with their applicable correspondent balances if required or applicable. In general, the Company requires a risk deposit from introducing broker-dealers. In the event the customer or introducing broker-dealer does not perform and the associated risk deposit is insufficient to cover the exposure, the Company is at risk of loss, although the customer or introducing broker remains liable for the exposure. Additionally, if the Company, on behalf of its correspondents and customers, has sold securities that it does not currently own, it will be obligated to purchase such securities at a future date. The Company may incur a loss if its customers do not perform and the fair value of the sold securities increases subsequent to December 31, 2020 and 2019.

The Company’s clearance and settlement activities include the acceptance and clearance of equities, fixed income, futures, and option contracts for its clients, which are primarily institutional, commercial, exchange members and retail customers introduced by registered broker-dealers, and direct customers. The Company guarantees to the respective clearing houses or other broker-dealers its clients, their respective customers’ and its direct customers’ performance under these contracts. In accordance with regulatory requirements and market practice, the Company requires its clients, their respective customers and its direct customers to meet, at a minimum, the margin requirements established by regulatory bodies. These activities may expose the Company to off-balance-sheet risk in the event the customer is unable to fulfill its contractual obligation.

The Company may be required to pledge eligible collateral with its banking or, securities lending counterparties, or central clearing organizations. In the event a counterparty is unable to meet its contractual obligation to return pledged collateral, the Company may be exposed to the risk of acquiring the underlying securities at prevailing market prices. All counterparty agreements are secured by securities or cash at or in excess of amounts loaned. The Company and its counterparties control this risk by monitoring the market value of securities pledged on a daily basis and by requiring adjustments of collateral levels in the event of excess market exposure. It is the Company’s policy to periodically review the credit standing of counterparties with which it conducts business.

23. NOVEL CORONAVIRUS (“Covid-19”)

The effects of the outbreak of COVID-19 in 2020 have impacted and continue to impact the global economy and global financial markets. This impact could affect the Company’s business and results of operations. The Company has taken precautions to protect the safety and well-being of its employees and customers. The

F-59

Company is continuously monitoring circumstances surrounding COVID-19, as well as economic and market conditions, to determine potential effects on our clients, employees and operations.

In March 2020, the Company successfully implemented a work from home policy during the pandemic, enabling all employees to work remotely across all functions without any significant disruptions to the business or control processes. The Company sees no impending changes in the near future to such policy or to its ability to continue to maintain its operations.

24. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date on which the financial statements and their accompanying notes were issued. Other than the items disclosed below, there have been no material subsequent events that occurred during this period that could require an adjustment to these financial statements and their accompanying notes.

On February 22, 2021, Apex Fintech announced it had agreed to merge with a subsidiary of Northern Star Investment Corp. II (the “Merger”), which is listed on the New York Stock Exchange. The transaction is expected to close in the 2^nd quarter of 2021 subject to, among other customary conditions, pending regulatory and stockholder approval and other standard closing requirements.

On January 7, 2021, PEAK6 assigned its PEAK6 Call Option to PEAK 6 Group, which exercised it on January 8, 2021. The exercised call option resulted in PEAK6 Group acquiring 100% of the member units of the Company previously owned by SoFi, or approximately 18.11% of the total member units.

On January 15, 2021, $12,500 in total was contributed into Crypto from PEAK6.

On January 19, 2021, the Company drew down $3.5 million on its Amended and Restated Credit Agreement with PEAK6 with no pro-rata participation from So-Fi. This was drawn down to fund an additional investment in Stash.

On January 28, 2021 the Company entered into a Credit Agreement with PEAK6 for a maximum amount of $60,000 bearing interest at 5% per annum. No payments are required to be made under this facility until maturity, which occurs on January 31, 2022 or, if earlier, a change of control of the Company. No payments have been made to date by the Company under this agreement. The entire commitment under this facility has been drawn down. In connection with the closing of the Merger, all balances and accrued interest will be fully repaid or converted into equity, the agreement will be discharged, and will no longer be in place after the closing of the Merger.

On January 28, 2021, the Company entered into the Credit Agreement with PEAK6 Group LLC for a commitment of $40,000, bearing interest at 5% per annum. The Company and PEAK6 Group later amended the Credit Agreement on February 2, 2021 to increase the commitment amount to $110,000. The Company drew down $90,000 of this facility. No payments are required to be made under this facility until maturity, which occurs on January 31, 2022 or, if earlier, a change of control of the Company. No payments have been made to date by the Company under this agreement. In connection with the closing of the Merger, all balances and accrued interest will be fully repaid or converted into equity, the agreement will be discharged, and will no longer be in place after the closing of the Merger.

On February 3, 2021, the Company amended one line of credit increasing uncommitted secured by $25,000, of which $15,000 can be drawn on an unsecured basis.

On February 12, 2021, the Company entered into a Contribution Agreement with PEAK6, whereby PEAK6 contributed all of the issued and outstanding membership units of Kairos Solutions LLC to the Company, in consideration for PEAK6 receiving an additional 1,685.4135 membership interests in the Company.

F-60

On February 12, 2021, the Company entered into an Option Agreement with PEAK6 whereby, subject to regulatory approval, the Company can acquire 100% of the equity of Apex Crypto for one dollar in PEAK6 receiving an additional 910.1233 membership interests in the Company.

On February 19, 2021, the Company repaid SoFi’s entire outstanding principal plus interest associated with its portion of the Second Amended and Restated Credit Agreement.

On February 19, 2021, the Company repaid its entire outstanding balance and accrued interest under the Senior Secured Promissory Note between the Company and SoFi, with SoFi’s note terminated.

On February 19, 2021, the Company issued Convertible Senior Notes due in 2023 totaling $100,000 to various funds managed by Magnetar.

F-61

ANNEX A

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 21, 2021

TABLE OF CONTENTS

		Page
ARTICLE I THE MERGER			A-1
1.1	The Merger		A-1
1.2	Effective Time; Closing		A-2
1.3	Effect of the Merger		A-2
1.4	Governing Documents		A-2
1.5	Effect on Securities		A-3
1.6	Merger Consideration Exchange Procedures		A-4
1.7	Plan of Reorganization		A-4
1.8	Taking of Necessary Action; Further Action		A-4
1.9	Company Convertible Notes		A-5
1.10	Payment of Expenses		A-5
1.11	Support Agreements		A-5
1.12	Private Financing		A-6
ARTICLE II REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY			A-6
2.1	Organization and Qualification		A-6
2.2	Subsidiaries		A-6
2.3	Capitalization		A-7
2.4	Authority Relative to this Agreement		A-8
2.5	No Conflict; Required Filings and Consents		A-8
2.6	Compliance		A-9
2.7	Financial Statements		A-9
2.8	No Undisclosed Liabilities		A-10
2.9	Absence of Certain Changes or Events		A-10
2.10	Litigation		A-11
2.11	Employee Benefit Plans		A-11
2.12	Labor Matters		A-13
2.13	Restrictions on Business Activities		A-14
2.14	Title to Property		A-14
2.15	Taxes		A-15
2.16	Environmental Matters		A-15
2.17	Brokers; Third Party Expenses		A-16
2.18	Intellectual Property		A-16
2.19	Agreements, Contracts and Commitments		A-18
2.20	Insurance		A-20
2.21	Governmental Actions/Filings		A-20
2.22	Interested Party Transactions		A-20
2.23	Regulatory Matters		A-20
2.24	Anti-Corruption Matters		A-22
2.25	Proxy Statement		A-23
2.26	No Additional Representations and Warranties		A-23
ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB			A-23
3.1	Organization and Qualification		A-23
3.2	Subsidiaries		A-24
3.3	Capitalization		A-24
3.4	Authority Relative to this Agreement		A-25
3.5	No Conflict; Required Filings and Consents		A-26

A-i

3.6	Compliance	A-26
3.7	Parent SEC Reports and Financial Statements	A-26
3.8	No Undisclosed Liabilities	A-27
3.9	Absence of Certain Changes or Events	A-28
3.10	Litigation	A-28
3.11	Employee Benefit Plans	A-28
3.12	Labor Matters	A-28
3.13	Business Activities	A-28
3.14	Title to Property	A-29
3.15	Intellectual Property	A-29
3.16	Taxes	A-29
3.17	Environmental Matters	A-29
3.18	Brokers	A-30
3.19	Agreements, Contracts and Commitments	A-30
3.20	Insurance	A-30
3.21	Interested Party Transactions	A-30
3.22	Parent Listing	A-31
3.23	Board Approval	A-31
3.24	Trust Fund	A-31
3.25	PIPE Documents	A-32
3.26	No Additional Representations and Warranties; Independent Investigation	A-32
ARTICLE IV CONDUCT PRIOR TO THE CLOSING		A-32
4.1	Conduct of Business by the Company, Parent and Merger Subs	A-32
4.2	Confidentiality; Access to Information	A-35
4.3	No Solicitation	A-36
4.4	Certain Financial Information	A-37
4.5	Access to Financial Information	A-37
4.6	Commercially Reasonable Efforts	A-38
ARTICLE V ADDITIONAL AGREEMENTS		A-38
5.1	Proxy Statement; Special Meeting	A-38
5.2	Directors and Officers of Parent and the Company After Mergers	A-40
5.3	HSR Act; FINRA	A-41
5.4	Public Announcements	A-41
5.5	Required Information	A-42
5.6	No Securities Transactions	A-43
5.7	No Claim Against Trust Fund	A-43
5.8	Disclosure of Certain Matters	A-43
5.9	Securities Listing	A-43
5.10	Charter Protections; Directors’ and Officers’ Liability Insurance	A-43
5.11	Insider Loans	A-44
5.12	Parent Borrowings	A-44
5.13	Trust Fund Disbursement	A-44
5.14	Board of Directors	A-45
5.15	Lock-Up Agreement	A-45
5.16	Registration Rights Agreement	A-45
5.17	Intended Tax Treatment; Tax Opinions	A-45
5.18	Incentive Equity Plan	A-46
5.19	PIPE Investment	A-46
5.20	Company Member Approval	A-47
5.21	Crypto Option	A-47

A-ii

ARTICLE VI CONDITIONS TO THE TRANSACTION		A-47
6.1	Conditions to Obligations of Each Party to Effect the Merger	A-47
6.2	Additional Conditions to Obligations of the Company	A-48
6.3	Additional Conditions to the Obligations of Parent and Merger Subs	A-49
ARTICLE VII TERMINATION		A-50
7.1	Termination	A-50
7.2	Notice of Termination; Effect of Termination	A-51
7.3	Fees and Expenses	A-51
ARTICLE VIII GENERAL PROVISIONS		A-51
8.1	Notices	A-51
8.2	Interpretation	A-52
8.3	Counterparts; Electronic Delivery	A-58
8.4	Entire Agreement; Third Party Beneficiaries	A-58
8.5	Severability	A-58
8.6	Other Remedies; Specific Performance	A-58
8.7	Governing Law	A-59
8.8	Consent to Jurisdiction; WAIVER OF TRIAL BY JURY	A-59
8.9	Rules of Construction	A-59
8.10	Assignment	A-59
8.11	Amendment	A-59
8.12	Extension; Waiver	A-59
8.13	Schedules	A-60
8.14	Nonsurvival of Representations, Warranties and Covenants	A-60
8.15	Non-Recourse	A-60
8.16	Release	A-60
8.17	Legal Representation	A-61

A-iii

AGREEMENT AND PLAN OF REORGANIZATION

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 “Party” and, collectively, as the “Parties”. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 8.2.

RECITALS

A. Upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the “DLLCA” and together with the DGCL, the “Delaware Laws”), the Parties intend to enter into a business combination transaction by which (i) Merger Sub I will merge with and into the Company (with the Company being the surviving entity of the Initial Merger (“Initial Surviving Company”)) in exchange for the Company’s members receiving shares of Class A common stock, par value $0.0001 per share, of the Parent (“Parent Common Stock”) as provided by this Agreement (the “Initial Merger”), and (ii) immediately following the Initial Merger and as part of the same overall transaction as the Initial Merger, the Initial Surviving Company will merge with and into Merger Sub II (with Merger Sub II being the surviving entity of the Final Merger (the “Final Surviving Company”)) (the “Final Merger” and, together with the Initial Merger, the “Mergers”).

B. The boards of directors of each of Parent and each Merger Sub, and the board of managers of the Company, have determined that the Mergers are fair to, and in the best interests of, their respective companies and their respective stockholders or members, as applicable.

C. The parties intend that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement is hereby adopted as a “plan of reorganization” within the meaning of Section 368 of the Code.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

THE MERGER

1.1 The Merger.

(a) At the Initial Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware Laws, Merger Sub I shall be merged with and into the Company, the separate corporate existence of Merger Sub I shall cease and the Company shall continue as the Initial Surviving Company after the Initial Merger and as a wholly owned subsidiary of Parent.

A-1

(b) Immediately following the Initial Merger and as part of a single integrated transaction, and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware Laws, the Initial Surviving Company shall be merged with and into Merger Sub II, the separate corporate existence of the Initial Surviving Company shall cease and Merger Sub II shall continue as the Final Surviving Company after the Final Merger and as a wholly owned subsidiary of Parent.

1.2 Effective Time; Closing. Subject to the terms and conditions of this Agreement, as soon as practicable following the Closing on the Closing Date (defined below), the Parties hereto shall cause the Initial Merger to be consummated by filing a Certificate of Merger (the “Initial Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the Delaware Laws (the time of such filing, or such later time as may be agreed in writing by Company and Parent and specified in the Initial Certificate of Merger, being the “Initial Effective Time”). Immediately following the Initial Effective Time, the Parties shall cause the Final Merger to be consummated by filing a Certificate of Merger (the “Final Certificate of Merger” and, together with the Initial Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the Delaware Laws (the time of such filing, or such later time as may be agreed in writing by Company and Parent and specified in the Final Certificate of Merger, being the “Final Effective Time”). Unless this Agreement shall have been terminated pursuant to Section 7.1, the consummation of the Merger (the “Closing”), other than the filing of the Certificates of Merger, shall take place at the offices of Graubard Miller, counsel to Parent, The Chrysler Building, 405 Lexington Avenue, 11^th Floor, New York, New York 10174-1901 or by electronic exchange of deliverables and release of signatures at a time and date to be specified by the parties, which shall be no later than the third (3^rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction thereof at the Closing), or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by email pdf files.

1.3 Effect of the Merger. At the Initial Effective Time and the Final Effective Time, the effect of the Mergers shall be as provided in this Agreement and the Delaware Laws. Without limiting the generality of the foregoing, and subject thereto, (a) at the Initial Effective Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub I shall vest in the Initial Surviving Company, and all debts, liabilities and duties of each of the Company and Merger Sub I shall become the debts, liabilities and duties of the Initial Surviving Company, and (b) at the Final Effective Time all the property, rights, privileges, powers and franchises of each of the Initial Surviving Company and Merger Sub II shall vest in the Final Surviving Company, and all debts, liabilities and duties of each of the Initial Surviving Company and Merger Sub II shall become the debts, liabilities and duties of the Final Surviving Company.

1.4 Governing Documents.

(a) At the Initial Effective Time,

(i) the Certificate of Formation of the Company shall become the Certificate of Formation of the Initial Surviving Company; and

(ii) the operating agreement of the Initial Surviving Company shall be amended and restated in the form attached as Exhibit A-1 hereto.

(b) At the Final Effective Time,

(i) the Certificate of Formation of Merger Sub II shall become the Certificate of Formation of the Final Surviving Company; and

(ii) the operating agreement of the Final Surviving Company shall be amended and restated in the form attached as Exhibit A-2 hereto.

A-2

1.5 Effect on Securities.

(a) Initial Merger Conversion of Securities. Subject to the terms and conditions of this Agreement, at the Initial Effective Time, by virtue of the Initial Merger and this Agreement and without any further action on the part of Parent, Merger Sub I or the Company or the holders of any of the following securities:

(i) other than interests cancelled pursuant to Section 1.5(e), each membership interest of the Company (“Company Membership Interests”) issued and outstanding immediately prior to the Initial Effective Time (excluding, for the avoidance of doubt, the Company Membership Interests issuable upon conversion of the Company Convertible Notes) will be automatically converted into the right to receive that number of shares of Parent Common Stock (“Merger Shares”) equal to the Exchange Ratio (the “Per Share Merger Consideration”) consistent with Schedule 1.5(a) hereto, which sets forth a calculation of the Exchange Ratio as of the date hereof, together with the assumptions related to such calculation; and

(ii) all of the outstanding membership interests of Merger Sub I issued and outstanding immediately prior to the Initial Effective Time shall be converted into and exchanged for all of the membership interests of the Initial Surviving Company; and

(b) Final Merger Conversion of Securities. Subject to the terms and conditions of this Agreement, at the Final Effective Time, by virtue of the Final Merger and this Agreement and without any further action on the part of Parent, Merger Sub II or the Company:

(i) each membership interest of the Initial Surviving Company issued and outstanding immediately prior to the Final Effective Time will be automatically cancelled and shall cease to exist without any conversion thereof or payment therefor; and

(ii) all of the outstanding membership interests of Merger Sub II issued and outstanding immediately prior to the Final Effective Time shall be converted into and become one (1) membership interest of the Final Surviving Company and shall constitute the only outstanding equity interest of the Final Surviving Company.

(c) Adjustments to Merger Consideration. The Per Share Merger Consideration issuable pursuant to this Section 1.5 shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Parent Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to shares of Parent Common Stock occurring on or after the date hereof but at or prior to the Initial Effective Time.

(d) Fractional Shares. No fraction of a share of Parent Common Stock will be issued by virtue of the Mergers, and each holder of a Company Membership Interest who would otherwise be entitled to a fraction of a share of Parent Common Stock any time shares of Parent Common Stock are distributed to any such Person pursuant to this Agreement (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder in connection with such distribution) shall, upon compliance with Section 1.6, receive from Parent, in lieu of such fractional share, one (1) share of Parent Common Stock.

(e) Cancellation of Treasury and Parent-Owned Stock. Each Company Membership Interest held by the Company or Parent or any direct or indirect wholly-owned subsidiary of Parent immediately prior to the Initial Effective Time shall be canceled and extinguished without any conversion or payment in respect thereof.

(f) Total Merger Shares. For the avoidance of doubt, in no event shall the aggregate number of shares of Parent Common Stock to be issued in the Initial Merger to the Company Members (excluding holders of Company Convertible Notes who become Company Members after the date hereof and before the Closing in connection with a conversion of such Company Convertible Notes) exceed an amount equal to 470,000,000.

A-3

1.6 Merger Consideration Exchange Procedures.

(a) Exchange Procedures. At the Closing, the holders of Company Membership Interests (the “Company Members”) shall deliver a letter of transmittal in a form to be mutually agreed upon between Parent and the Company (and which letter of transmittal will be in customary form for uncertificated securities) (“Letter of Transmittal”), and receive in exchange therefor the Per Share Merger Consideration in book-entry form (unless certificates representing Merger Shares are otherwise requested by Company Members) and the Company Membership Interests shall forthwith be cancelled. To the extent that a Company Member has not delivered a Letter of Transmittal at or prior to the Closing, following the Closing, such Company Member shall deliver to the Final Surviving Company a duly executed and completed Letter of Transmittal in order to receive such Company Member’s Per Share Merger Consideration. The Per Share Merger Consideration shall be issued only in the name of the registered holder of the Company Membership interests exchanged therefor.

(b) Distributions With Respect to Unexchanged Company Membership Interests. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Initial Effective Time will be paid to any Company Member who has not delivered a Letter of Transmittal at or prior to the Closing with respect to the Per Share Merger Consideration to be issued upon delivery thereof until such Company Member shall have delivered a duly executed and completed Letter of Transmittal. Subject to applicable law, following delivery of any such Letter of Transmittal, Parent shall promptly deliver to such Company Member, without interest, the Per Share Merger Consideration issued in exchange for its Company Membership Interests in book-entry form and the amount of any such dividends or other distributions with a record date after the Initial Effective Time theretofore paid with respect to such Merger Shares.

(c) Required Withholding. Parent shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any consideration payable or otherwise deliverable pursuant to this Agreement such amounts as are required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law. Parent shall provide notice of any withholding that it intends to make (or cause to be made) in connection with consideration payable or otherwise deliverable pursuant to this Agreement (other than any withholding required in connection with amounts properly treated as compensation for applicable Tax purposes) at least fifteen (15) days prior to the date of the relevant payment, and the Parties shall (and shall cause their Affiliates to) cooperate to minimize or eliminate any potential withholding. To the extent such amounts are so deducted or withheld consistent with the terms of this Section 1.6(d), such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

(d) No Further Ownership Rights in Company Membership Interests. All shares of Parent Common Stock issued in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to the Company Membership Interests and there shall be no further registration of transfers on the records of the Initial Surviving Company or the Final Surviving Company of the Company Membership Interests that were outstanding immediately prior to the Initial Effective Time. At the Final Effective Time, each holder of Company Membership Interests shall cease to have any other rights in and to the Company, the Initial Surviving Company or the Final Surviving Company, except the right to receive the Per Share Merger Consideration into which such Company Membership Interests shall have been converted in the Initial Merger.

1.7 Plan of Reorganization. It is intended by the parties hereto that the Mergers, taken together, shall constitute a “reorganization” within the meaning of Section 368(a) of the Code. The Parties hereto adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a).

1.8 Taking of Necessary Action; Further Action. If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Final Surviving Company with

A-4

full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Subs, the officers and directors of the Company and Merger Subs will use their commercially reasonable efforts to take all such lawful and necessary action.

1.9 Company Convertible Notes. Upon the occurrence of the Closing, each convertible promissory note issued by the Company and outstanding at the Initial Effective Time (a “Company Convertible Note”) shall, in accordance with its terms, become convertible into shares of Parent Common Stock, at a conversion price of not less than $10.00 per share of Parent Common Stock. The Company shall, prior to the Initial Effective Time, take all actions necessary or desirable in connection with the treatment of Company Convertible Notes contemplated by this Section 1.9.

1.10 Payment of Expenses.

(a) At least three (3) Business Days prior to the Closing Date, the Company shall provide to Parent a written report setting forth a list of all third party fees and expenses incurred by the Company or the Company Members in connection with or in relation to the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to be unpaid as of the close of business on the Business Day immediately preceding the Closing Date, including the: (i) fees and disbursements of outside counsel to the Company and Company management incurred in connection with the transactions contemplated hereby and (ii) fees and expenses of any other agents, advisors, consultants, experts, financial advisors, brokers, finders or investment bankers employed by the Company in connection with the with the transactions contemplated hereby (collectively, the “Outstanding Company Expenses”). On the Closing Date following the Closing, Parent shall cause the Final Surviving Company to pay by wire transfer of immediately available funds the Outstanding Company Expenses.

(b) At least three (3) Business Days prior to the Closing Date, Parent shall provide to the Company a written report setting forth a list of all third party fees and expenses incurred by Parent and Merger Subs in connection with or in relation to the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to be unpaid as of the close of business on the Business Day immediately preceding the Closing Date, including the: (i) fees and disbursements of outside counsel to Parent and Merger Subs incurred in connection with the transactions contemplated hereby, (ii) fees and expenses of Parent and Merger Subs for any other agents, advisors, consultants, experts, financial advisors, brokers, finders or investment bankers employed in connection with the with the transactions contemplated hereby, including any PIPE Investment, (iii) the aggregate amount of Parent Borrowings, if any, and (iv) without duplication, any other amounts described in clauses (ii) and (iii) of Section 5.13 (all of the foregoing, collectively, the “Outstanding Parent Expenses”). On the Closing Date, Parent shall pay or cause to be paid by wire transfer of immediately available funds the Outstanding Parent Expenses.

1.11 Support Agreements. Concurrently with the execution of this Agreement, the Company Members identified on Schedule 1.11 attached hereto (the “Supporting Members”) have entered into support agreements with Parent (the “Member Support Agreements”), pursuant to which each of the Supporting Members has agreed to, among other things, vote all Company Membership Interests beneficially owned by such Supporting Member in favor of the Merger (which vote may be done by executing a written consent as provided for in Section 5.20 hereof). Concurrently with the execution of this Agreement, Northern Star II Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each officer and director of Parent has entered into support agreements with the Company (the “Sponsor Support Agreement”), pursuant to which the Sponsor and such other parties agree to, among things, vote all Parent Common Stock beneficially owned by them to adopt and approve this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby.

A-5

1.12 Private Financing. On or prior to the date hereof, Parent has delivered to the Company true, complete and correct copies of executed subscription agreements or securities purchase agreements from the investors party thereto, together with all exhibits (including documents attached as exhibits), schedules, annexes and other attachments thereto, and any related agreements (collectively, the “PIPE Documents”) pursuant to which such investors have committed to purchase securities of Parent for an aggregate purchase price of at least $450.0 million in a private placement or other financing to be consummated simultaneously with the Closing at a price per share of Parent Common Stock of $10.00 (the “PIPE Investment”).

ARTICLE II

REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY

Subject to the exceptions set forth in Schedule 2 delivered by the Company to Parent and Merger Subs in connection with this Agreement (the “Company Schedule”), the Company hereby represents and warrants to Parent and Merger Subs as follows:

2.1 Organization and Qualification.

(a) The Company is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has the requisite company power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders of or from any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Complete and correct copies of the certificate of formation and operating agreement (or other comparable governing instruments with different names) (collectively referred to herein as “Charter Documents”) of the Company, as amended and currently in effect, have been heretofore made available to Parent or Parent’s counsel.

(b) The Company is duly qualified or licensed to do business as a foreign limited liability company and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Each jurisdiction in which the Company is so qualified or licensed as of the date of this Agreement is listed in Schedule 2.1(b).

2.2 Subsidiaries.

(a) As of the date of this Agreement, the Company has no direct or indirect subsidiaries other than those listed in Schedule 2.2 (the “Subsidiaries”). Except as set forth in Schedule 2.2, the Company owns all of the outstanding equity securities of its Subsidiaries, free and clear of all Liens other than Permitted Liens, either directly or indirectly through one or more Subsidiaries. Except with respect to the Subsidiaries, the Company does not own, directly or indirectly, any equity or voting interest in any Person or have any agreement or commitment to purchase any such interest, and has not agreed and is not obligated to make nor is bound by any written or oral agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect, under which it may become obligated to make any future investment in or capital contribution to any other entity. There are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights),

A-6

commitments or agreements of any character to which the Company or any Subsidiary is a party or by which it is bound obligating the Company or any Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, membership interests, partnership interests or similar ownership interests of any Subsidiary or obligating the Company or any Subsidiary to grant, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement.

(b) Each Subsidiary that is a corporation is duly incorporated, validly existing and in good standing (or the equivalent thereof) under the laws of its jurisdiction of incorporation (as listed in Schedule 2.2) and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each Subsidiary that is a limited liability company is duly organized or formed, validly existing and in good standing (or the equivalent thereof) under the laws of its jurisdiction of organization or formation (as listed in Schedule 2.2) and has the requisite limited liability company power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each Subsidiary is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Complete and correct copies of the Charter Documents of each Subsidiary, as amended and currently in effect, have been heretofore made available to Parent or Parent’s counsel.

(c) Each Subsidiary is duly qualified or licensed to do business as a foreign corporation or foreign limited liability company and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

2.3 Capitalization.

(a) Other than the Company Membership Interests, the Company has no class or series of securities authorized by its Charter Documents. Schedule 2.3(a) hereto contains a list of all Company Members and the Company Membership Interests owned by each Company Member as of the date of this Agreement. The Company Membership Interests are uncertificated.

(b) Except with respect to the Company Convertible Notes, as of the date of this Agreement, no Company Membership Interests are reserved for issuance upon the exercise of outstanding convertible notes, warrants or other rights to purchase Company Membership Interests.

(c) Except as set forth in Schedule 2.3(c) and Section 2.3(a) hereof or with respect to the Company Convertible Notes, as of the date of this Agreement, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of the Company or obligating the Company to grant, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement.

(d) Except as set forth in Schedule 2.3(d) or as contemplated by this Agreement or the PIPE Documents, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreements or understandings, to which the Company is a party or by which the Company is bound with respect to any equity security of the Company.

A-7

(e) Except as provided for in this Agreement or as set forth in Schedule 2.3(e), as a result of the consummation of the transactions contemplated hereby, no shares of capital stock, warrants, options or other securities of the Company are issuable and no rights in connection with any shares, warrants, options or other securities of the Company (including anti-dilution rights) accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise). Except as set forth in Schedule 2.3(e), none of the securities of the Company contain any anti-dilution rights, other than adjustments for stock (or membership unit) splits, reverse stock (or membership unit) splits, stock (or membership unit) combinations, stock (or membership unit) dividends and similar transactions affecting the stockholders as whole.

(f) There are no outstanding stock options or warrants of the Company as of the date of this Agreement. All outstanding Company Membership Interests have been issued and granted in compliance with (x) all applicable securities laws and (in all material respects) other applicable laws and regulations, and (y) all requirements set forth in any applicable Charter Documents. Except with respect to the Company Convertible Notes, neither the Company nor any Subsidiary has any outstanding bonds, debentures, notes or other indebtedness obligations the holders of which have the right to vote (or which are convertible into or exercisable or exchangeable for securities having the right to vote) with the members of the Company (or stockholders of any applicable Subsidiary) on any matter.

(g) No outstanding Company Membership Interests are unvested or subjected to a repurchase option, risk of forfeiture or other condition under any applicable agreement with the Company.

2.4 Authority Relative to this Agreement. The Company has all necessary limited liability company power and authority to: (i) execute, deliver and perform this Agreement and each Ancillary Agreement that the Company has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (including the Merger). The execution and delivery of this Agreement and each Ancillary Agreement that the Company has executed or delivered or is to execute or deliver pursuant to this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the Merger) have been, or will be, duly and validly authorized by all necessary limited liability company action on the part of the Company (including the approval by its board of managers and, prior to the Closing, any approval of its members as required by the Delaware Laws and its Charter Documents), and no other proceedings on the part of the Company are necessary to authorize this Agreement or such Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement and each Ancillary Agreement that the Company has executed or delivered or is to execute or deliver pursuant to this Agreement has been, or will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto or thereto, constitutes the legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

2.5 No Conflict; Required Filings and Consents. Except as set forth in Schedule 2.5 hereto:

(a) The execution and delivery of this Agreement or any Ancillary Agreement that the Company has executed or delivered or is to execute or deliver pursuant to this Agreement by the Company do not, and the performance of this Agreement or any such Ancillary Agreement by the Company shall not, assuming all necessary consents, approvals, authorizations, permits, filings or notifications as set forth in Section 2.5(b) below have been obtained, made or expired or been terminated, (i) conflict with or violate the Charter Documents of the Company or any of its Subsidiaries, (ii) conflict with or violate any Laws, (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company or any of its Subsidiaries

A-8

(other than Permitted Liens) pursuant to, any Material Company Contracts or (iv) result in the triggering, acceleration or increase of any payment to any Person pursuant to any Company Contract, including any “change in control” or similar provision of any Company Contract, except, with respect to clauses (ii), (iii) and (iv), for any such conflicts, violations, breaches, defaults, impairments, alterations, triggerings, accelerations, increases or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on the Company.

(b) The execution and delivery of this Agreement or any Ancillary Agreement by the Company does not, and the performance of its obligations hereunder and thereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or other third party (including, lenders and lessors), except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended (“Securities Act”), the Exchange Act or state securities laws, and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which the Company is licensed or qualified to do business, (ii) for the filing of any notifications required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the expiration of the required waiting period thereunder, (iii) the consents, approvals, authorizations and permits described in Schedule 2.5(b), (iv) for filing of the Certificates of Merger, and (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or, after the Closing, Parent.

2.6 Compliance. Except as set forth in Schedule 2.6(a), during the past two (2) years and as of the date of this Agreement, (a) the Company and each of its Subsidiaries has complied with all Laws with respect to the conduct of its business, or the ownership or operation of its business, and (b) the businesses and activities of the Company and of each of its Subsidiaries have not been and are not being conducted in material violation of any Laws, except, in the case of each of clause (a) and (b), for such failures of compliance or violations that, individually or in the aggregate, would not be material and adverse to the Company and its Subsidiaries, taken as a whole, or after the Closing, to Parent and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries is in default or violation in any material respect of any term, condition or provision of any applicable Charter Documents. Except as set forth in Schedule 2.6(b), within the past two (2) years, no written notice of material non-compliance with any Laws has been received by the Company or any of its Subsidiaries.

2.7 Financial Statements.

(a) The Company has made available to Parent true and complete copies of the (i) unaudited consolidated financial statements (including any related notes thereto) of the Company for the fiscal years ended December 31, 2020, 2019 and 2018 (the “Unaudited Company Annual Financial Statements”) and (ii) audited financial statements (including any related notes thereto) of each of Apex Clearing Corporation and Electronic Transaction Clearing, Inc. for the fiscal years ended December 31, 2019 and 2018 (the “Audited B/D Financial Statements”) and the unaudited consolidated financial statements (including any related notes thereto) of Apex Clearing Corporation and Electronic Transaction Clearing, Inc. for the nine-month periods ended September 30, 2020 and 2019 (the “Unaudited B/D Financial Statements,” and together with the Audited B/D Financial Statements, and the Unaudited Company Annual Financial Statements, the “Financial Statements”).

(b) The Financial Statements were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) applied on a consistent basis in accordance with past practice throughout the periods involved (except as may be indicated therein or in the notes thereto), and present fairly, in all material respects, the financial position of the Company and its Subsidiaries at the respective dates thereof and the results of their operations and cash flows for the respective periods indicated, except application of Public Company Accounting Oversight Board standards and, in the case of the Unaudited Financial Statements, subject to normal audit adjustments and the absence of footnotes.

A-9

(c) The Company has established and maintained a system of internal accounting controls. To the Company’s knowledge, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. GAAP.

(d) There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(e) Except as otherwise noted in the Financial Statements, the accounts and notes receivable of the Company and its Subsidiaries reflected in the Financial Statements: (i) arose from bona fide transactions in the ordinary course of business and are payable on ordinary trade terms, subject to reserves for bad debts in the Financial Statements, (ii) to the Company’s knowledge, are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally, and by general equitable principles, (iii) are not, in any material respect, subject to any valid set-off or counterclaim to which the Company has been notified in writing as of the date hereof except to the extent set forth in such balance sheet contained therein, and (iv) are not the subject of any material actions or proceedings brought by or on behalf of the Company as of the date hereof.

(f) Schedule 2.7(f) sets forth all CARES Act stimulus funds programs in which the Company or a Subsidiary are participating and the amount of funds received and/or requested by the Company or such Subsidiary for each such program (together with any additional CARES Act stimulus funds hereafter received by the Company or any of its Subsidiaries, the “Stimulus Funds”). The Company has maintained accounting records associated with the Stimulus Funds in material compliance with applicable Laws and related guidance available as of the date hereof.

2.8 No Undisclosed Liabilities. The Company (including its Subsidiaries) has no liabilities (absolute, accrued, contingent or otherwise) of a nature required under U.S. GAAP, applied on a consistent basis in accordance with past practice, to be disclosed on a consolidated balance sheet or in the related notes to the Financial Statements, except: (i) liabilities provided for in or otherwise disclosed in the balance sheet included in the most recent Financial Statements or in the notes to the most recent Financial Statements, (ii) such liabilities arising in the ordinary course of the Company’s and its Subsidiaries’ business since the date of the most recent Financial Statement, (iii) liabilities disclosed in Schedule 2.8, (iv) expenses of the Company incurred in connection with the transactions contemplated hereby, and (v) liabilities which would not, individually or in the aggregate, be material and adverse to the Company and its Subsidiaries, taken as a whole.

2.9 Absence of Certain Changes or Events. Except as contemplated by this Agreement or as set forth on Schedule 2.9, since the date of the most recent Financial Statement to the date of this Agreement, there has not been: (i) any Material Adverse Effect on the Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s membership interests, or any purchase, redemption or other acquisition by the Company of any of the Company’s membership interests or any other securities of the Company or any options, warrants, calls or rights to acquire any such interests or other securities, (iii) any split, combination or reclassification of any of the Company’s membership interests, (iv) any granting by the Company or any of its Subsidiaries of any material increase in compensation or fringe benefits, except for normal increases of cash (deferred or otherwise) compensation in the ordinary course of business, pursuant to any Plan or under a Law, or any material payment by the Company or any of its Subsidiaries of any material bonus, except for bonuses made in the ordinary course of business, pursuant to any Plan or under a Law, or any granting by the Company or any of its Subsidiaries of any material increase in severance or termination pay, except for severance payments made in the ordinary course of business, pursuant to any Plan or under a Law, or any entry by the Company or any of its Subsidiaries into any currently

A-10

effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which would be materially altered upon the occurrence of the transaction contemplated hereby, (v) entry by the Company or any of its Subsidiaries into any licensing or other agreement or amendment to an agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses and services agreements in the ordinary course of business, (vi) any material change by the Company or any of its Subsidiaries in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (vii) any change in the auditors of the Company or any of its Subsidiaries, or (viii) any material revaluation by the Company or any of its Subsidiaries of any of its material assets, including, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or any of its Subsidiaries, other than in the ordinary course of business.

2.10 Litigation. Except as disclosed in Schedule 2.10 hereto, as of the date of this Agreement, there are no claims, suits, actions, or proceedings pending or, to the knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator that, individually or in the aggregate, would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as disclosed in Schedule 2.10 hereto, as of the date of this Agreement, and other than examinations conducted in the ordinary course of a Governmental Entity’s generally applicable supervisory jurisdiction, no material investigations or other material inquiries have been initiated or are pending or, to the Company’s knowledge, are threatened in writing against the Company or any of its Subsidiaries or their respective properties or assets by any Governmental Entity. Except as disclosed in Schedule 2.10, as of the date of this Agreement, there is no outstanding settlement, consent or other binding order or decree, judgment, award or similar obligation imposed by a Governmental Entity specifically upon the Company or a Subsidiary, nor are any properties or assets of the Company or any of its Subsidiaries bound by or subject to any such settlement, consent or other binding order or decree, injunction, judgment, award or similar obligation. Except as disclosed in Schedule 2.10, as of the date of this Agreement, all fines, sanctions, fees, expenses, cease and desist orders, bars, and other non-monetary judgment or equitable relief imposed upon or consented to by the Company or any Subsidiary in connection with any final adjudication or settlement of a claim, suit, action, or proceeding have been fully and finally paid, discharged, or complied with, as applicable.

2.11 Employee Benefit Plans.

(a) Schedule 2.11(a) lists all material Plans. “Plan” means any “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended and any other material employee compensation, incentive, fringe or employee benefit plan, program, policy or other arrangement (whether or not set forth in a written document) covering any active or former employee, director or consultant of the Company or its Subsidiaries, in each case, with respect to which the Company or its Subsidiaries has liability, other than (i) standard employment agreements that can be terminated at any time without severance or termination pay of more than $100,000 individually and upon notice of not more than 60 days or such longer period as may be required by Laws, (ii) any plan, program, policy or other arrangement that is sponsored or maintained by a Governmental Entity or required to be maintained pursuant to a Law or (iii) any plan, program, policy or other arrangement that covers only former directors, officers, employees, independent contractors and service providers and with respect to which the Company and its Subsidiaries have no remaining liabilities. Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, all Plans have been maintained and administered in all material respects in compliance with their respective terms and with the Laws which are applicable to such Plans, and all material contributions required to be made with respect to the Plans as of the date hereof have been made or, if not yet due, are reflected in the financial statements and records of the Company and its Subsidiaries to the extent required by U.S. GAAP. Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, (i) no suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought, or, to the knowledge of the Company, is threatened, against or with respect to any Plan and (ii) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company, threatened by any governmental agency with respect to any Plan.

A-11

(b) Except as disclosed in Schedule 2.11(b) hereto, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, bonus or otherwise) becoming due to any shareholder, director, officer or employee of the Company or its Subsidiaries under any Plan or otherwise, (ii) materially increase any benefits otherwise payable under any Plan, (iii) result in the acceleration of the time of payment or vesting of any such benefits or (iv) result in any amount paid or payable being classified as an “excess parachute payment” under Section 280G of the Code.

(c) With respect to each Plan, the Company has made available to Parent, where applicable, (i) a true and complete copy of the current Plan documents and all amendments thereto and each trust or other funding arrangement, (ii) copies of the most recent summary plan description and any summaries of material modifications, (iii) a copy of the 2019 filed Internal Revenue Service (“IRS”) Form 5500 annual report and accompanying schedules, (iv) copies of the most recently received IRS determination, opinion or advisory letter for each such Plan, and (v) any material nonroutine correspondence from any Governmental Entity with respect to any Plan within the past three (3) years. Except as set forth in Schedule 2.11(c), the Company has no express written commitment to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code, or other applicable Law.

(d) None of the Plans is or was within the past six (6) years, nor does the Company nor any ERISA Affiliate have or reasonably expect to have any liability or obligation under (i) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA), or (ii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) subject to Section 412 of the Code and/or Title IV of ERISA. “ERISA Affiliate” means any entity that together with the Company would be deemed a “single employer” for purposes of Section 4001(b)(1) of ERISA and/or Sections 414(b), (c) and/or (m) of the Code. No Plan is, and the Company does not have or reasonably expect to have any liability or obligation under, a multiple employer plan subject to Section 413(c) of the Code or a multiple employer welfare arrangement under Section 3(40) of ERISA.

(e) None of the Plans provides, nor does the Company have or reasonably expect to have any obligation to provide, retiree medical to any current or former employee, officer, director or consultant of the Company after termination of employment or service except as may be required under Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA and the regulations thereunder (or similar state Law) or other than as provided through the end of the month in which a termination of employment occurs..

(f) Each Plan that is intended to be qualified under Section 401(a) or Section 401(k) of the Code has (i) received a favorable determination letter from the IRS covering all of the provisions applicable to the Plan for which determination letters are currently available that the Plan is so qualified and each trust established in connection with such Plan is exempt from federal income Taxation under Section 501(a) of the Code or (ii) is entitled to rely on a favorable opinion or advisory letter from the IRS, and, to the Company’s knowledge, no fact or event has occurred since the date of such determination or opinion or advisory letter or letters from the IRS that could reasonably be expected to adversely affect the qualified status of any such Plan or the exempt status of any such trust.

(g) There has not been any non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) nor any reportable events (within the meaning of Section 4043 of ERISA) with respect to any Plan that could reasonably be expected to result in material liability to the Company. Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, there have been no acts or omissions by the Company or any Subsidiary that have given or could reasonably be expected to give rise to any fines, penalties, Taxes or related charges under Sections 502 or 4071 of ERISA or Chapter 43 of the Code for which the Company may be liable.

(h) Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, the Company and each ERISA Affiliate have each complied with the notice and

A-12

continuation coverage requirements, and all other requirements, of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA, and the regulations thereunder, with respect to each Plan that is, or was during any Tax year for which the statute of limitations on the assessment of federal income Taxes remains open, by consent or otherwise, a group health plan within the meaning of Section 5000(b)(1) of the Code.

(i) The Company and each Plan that is a “group health plan” as defined in Section 733(a)(1) of ERISA (each, a “Health Plan”) is and has been in compliance, in all material respects, with the Patient Protection and Affordable Care Act of 2010 (“PPACA”), and no event has occurred, and no condition or circumstance exists, that could reasonably be expected to subject the Company to any material liability for penalties or excise Taxes under Code Section 4980D or 4980H of the Code or any other provision of the PPACA.

(j) Each Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code has been administered and operated, in all material respects, in compliance with the provisions of Section 409A of the Code and the Treasury Regulations thereunder, and no additional Tax under Section 409A(a)(1)(B) of the Code has been or could reasonably be expected to be incurred by a participant in any such Plan.

2.12 Labor Matters.

(a) Except as set forth on Schedule 2.12, neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its Subsidiaries nor does the Company have knowledge of any activities or proceedings of any labor union to organize any such employees. Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, (i) there are no pending grievance or similar proceedings involving the Company or its Subsidiaries and any of its employees subject to a collective bargaining agreement or other labor union contract and (ii) there are no continuing obligations of the Company or its Subsidiaries pursuant to the resolution of any such proceeding that is no longer pending.

(b) To the knowledge of the Company, as of the date hereof, none of the officers of the Company or its Subsidiaries presently intends to terminate his or her employment with the Company. The Company and its Subsidiaries are in compliance in all material respects and, to the knowledge of the Company, each of its employees and consultants is in compliance in all material respects, with the terms of the respective employment and consulting agreements between the Company (or one of its Subsidiaries) and such individuals.

(c) Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and its Subsidiaries are in compliance with all Laws applicable to its employees, respecting employment, employment practices, terms and conditions of employment and wages and hours and is not liable for any arrears of wages or penalties with respect thereto, (ii) except as disclosed in Schedule 2.12(c), all amounts that the Company or any of its Subsidiaries is legally or contractually required either (x) to deduct from its employee’s salaries or to transfer to such employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (y) to withhold from its employee’s salaries and benefits and to pay to any Governmental Entity as required by applicable Laws have, in each case, been duly deducted, transferred, withheld and paid, and the Company and its Subsidiaries do not have any outstanding obligation to make any such deduction, transfer, withholding or payment, and (iii) there are no pending, or to the Company’s knowledge, threatened or reasonably anticipated claims or actions against the Company or any of its Subsidiaries by any employee in connection with such employee’s employment or termination of employment by the Company or any of its Subsidiaries.

(d) Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, no employee or former employee of the Company or any of its Subsidiaries is owed any wages, benefits or other compensation for past services that has not yet been paid or reimbursed (other than wages, benefits and compensation accrued in the ordinary course of business during the current pay period

A-13

and any accrued benefits for services, which by their terms or under applicable law, are payable in the future, such as accrued vacation, recreation leave and severance pay).

2.13 Restrictions on Business Activities.

(a) Except as disclosed in Schedule 2.13(a) hereto, there is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or their respective assets or to which the Company or any of its Subsidiaries is a party which has had or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or its Subsidiaries, any acquisition of property by the Company or its Subsidiaries or the conduct of business by the Company or its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

(b) Except as disclosed in Schedule 2.13(b) hereto, neither the Company nor any Subsidiary (i) is subject to any cease-and-desist or other executive order, decree, injunction or similar order or enforcement action issued by any Governmental Entity, (ii) is a party to any written agreement, consent agreement, or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, any Governmental Entity, (iii) is subject to any order or directive by, or has been ordered to pay any civil monetary penalty by, any Governmental Entity, (iv) since the Lookback Date, has been the recipient of any supervisory letter from any Governmental Entity, or (v) since the Lookback Date, has adopted any policies, procedures, or board resolutions at the request or suggestion of, any Governmental Entity, in each case, that currently restricts in any material respect the conduct of its business.

2.14 Title to Property.

(a) Neither the Company nor any Subsidiary owns any real property. As of the date of this Agreement, there are no options or other contracts under which the Company or any Subsidiary has a right or obligation to acquire any material interest in real property.

(b) All leases of material real property held by the Company and its Subsidiaries, and all material personal and other property and assets of the Company and its Subsidiaries owned, used or held for use in connection with the business of the Company and its Subsidiaries (the “Personal Property”), are shown or reflected on the balance sheet included in the most recent Financial Statements, to the extent required by U.S. GAAP applied on a consistent basis in accordance with past practice, other than those entered into or acquired on or after the date of the most recent Financial Statements in the ordinary course of business. Schedule 2.14(b) hereto contains a list, as of the date of this Agreement, of all leases of material real property and Personal Property held by the Company or its Subsidiaries. The Company and its Subsidiaries have good and marketable title to the Personal Property owned by them, and all such Personal Property is in each case held free and clear of all Liens, except for Permitted Liens or Liens disclosed in the Audited Financial Statements or in Schedule 2.14(b) hereto, none of which Liens would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries.

(c) All material leases pursuant to which the Company and/or one of its Subsidiaries leases from other Persons (besides the Company or a Subsidiary thereof) material real property or Personal Property are, assuming the due authorization, execution and delivery thereof by the other parties thereto, valid and effective in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, and there is not, under any of such leases, any existing material default or event of default of the Company or its Subsidiaries or, to the Company’s knowledge, any other party, except where the lack of such validity and effectiveness or the existence of such default or event of default would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

A-14

(d) The Personal Property has been maintained in the ordinary course of business, is, in all material respects, in good operating condition, normal wear and tear excepted, and is suitable for the purposes for which such Personal Property is currently used.

2.15 Taxes.

(a) Tax Returns and Audits. Except as set forth in Schedule 2.15 hereto:

(i) The Company and its Subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports relating to Taxes (“Returns”) required to be filed by them with any Tax authority prior to the date hereof, except such Returns that are not material to the Company and its Subsidiaries. All such Returns are true, correct and complete in all material respects. The Company and its Subsidiaries have paid all material Taxes shown to be due and payable on such Returns.

(ii) All material Taxes that the Company and its Subsidiaries are required by Law to withhold or collect have been duly withheld or collected, and have been timely paid over to the proper Governmental Entity to the extent due and payable.

(iii) The Company and its Subsidiaries have not been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. The Company and its Subsidiaries have complied in all material respects with all Laws with respect to payments made to third parties and the withholding of any payment of withheld Taxes and has timely withheld from employee wages and other payments and timely paid over in full to the proper taxing authorities all material amounts required to be so withheld and paid over for all periods.

(iv) No audit or other examination of any Return of the Company or any of its Subsidiaries by any Tax authority is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit or other examination.

(v) No material adjustment relating to any Returns filed by the Company or any of its Subsidiaries has been proposed in writing, formally or informally, by any Tax authority to the Company or any of its Subsidiaries or any representative thereof.

(vi) Neither the Company nor any of its Subsidiaries has any material liability for any unpaid Taxes which have not been accrued for or reserved on the Company’s balance sheets included in the Audited Financial Statements or the Unaudited Financial Statements, whether asserted or unasserted, contingent or otherwise, other than any liability for unpaid Taxes that may have accrued since the end of the most recent fiscal year in connection with the operation of the business of the Company and its Subsidiaries in the ordinary course of business or any liability for unpaid Taxes incurred in connection with the transactions contemplated by this Agreement.

(vii) Neither the Company nor any of its Subsidiaries has taken, intends to take, or has agreed to take any action or is aware of any fact or circumstance that would prevent or impede, or would reasonably be expected to prevent or impede, the Mergers, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

2.16 Environmental Matters.

(a) Except as disclosed in Schedule 2.16 hereto, and except as would not reasonably be expected, individually or in the aggregate, to result in a material liability of the Company and its Subsidiaries, taken as a whole: (i) the Company and its Subsidiaries are and at all times since the Lookback Date have been in compliance in all material respects with applicable Environmental Laws (as defined below); (ii) none of the Company or its Subsidiaries or, to the knowledge of the Company, any third party has caused any properties

A-15

currently leased or operated by the Company or its Subsidiaries to be contaminated with any Hazardous Substances (as defined below) in violation of applicable Environmental Law; (iii) to the Company’s knowledge, the properties formerly leased or operated by the Company or its Subsidiaries were not contaminated with Hazardous Substances during the period of leasing or operation by the Company or its Subsidiaries; (iv) as of the date hereof, none of the Company or its Subsidiaries has received written notice that it is potentially liable for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on or below ground or in the atmosphere or water); (v) as of the date hereof, none of the Company or its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any Subsidiary may be in material violation of or have material liability under any Environmental Law; and (vi) none of the Company or its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or subject to any contractual indemnity or other agreement with any third party, in either case, relating to a material liability under any Environmental Law, including in relation to Hazardous Substances.

(b) Schedule 2.16(b) sets forth all “Phase I” or “Phase II” environmental site assessment (or equivalent) reports with respect to properties owned, leased or operated by the Company and/or its Subsidiaries as of the date hereof that are known to, and in the possession or reasonable control of, the Company. All such written reports have been made available to Parent.

2.17 Brokers; Third Party Expenses. Except as set forth in Schedule 2.17 hereto, neither the Company nor any of its Subsidiaries has incurred, nor will it incur, directly or indirectly, any liability for brokerage, finders’ fees, agent’s commissions or any similar charges in connection with this Agreement or any transactions contemplated hereby.

2.18 Intellectual Property.

(a) Schedule 2.18 hereto contains a true, correct and complete list of all of the following that are owned or purported to be owned, used or held for use by the Company and its Subsidiaries, as of the date of this Agreement: (i) Company Registered Intellectual Property (showing in each, as applicable, the filing date, date of issuance, and registration or application number, and registrar), (ii) all contracts or agreements to use any material Company Licensed Intellectual Property, including for Software or Business Systems of any other Person (other than (1) unmodified, commercially available, “off-the-shelf” Software (including open source licenses) with a replacement cost and aggregate annual license and maintenance or service fees of less than $100,000, (2) standard employee agreements and standard consulting agreements containing background licenses, and (3) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course with a replacement cost and aggregate annual license and maintenance or service fees of less than $250,000 (each of the agreements in clauses (1)-(3), the “Standard Inbound IP Agreements”)); and (iii) any Software or Business Systems constituting Company Intellectual Property that are either (A) incorporated into or used in connection with the Company Products or (B) otherwise material to the business of the Company and its Subsidiaries as currently conducted as of the date hereof. To the knowledge of the Company, the Company Intellectual Property together with the Company Licensed Intellectual Property constitutes all Intellectual Property rights used in, or necessary for, in all material respects, the operation of the business of the Company and its Subsidiaries and is sufficient for the conduct of such business as currently conducted as of the date hereof.

(b) To the knowledge of the Company, the Company and its Subsidiaries own or have enforceable rights to use all Intellectual Property required for the conduct of their business as presently conducted. Except as disclosed in Schedule 2.18 hereto, no Company Intellectual Property or Company Product is subject to any material proceeding or outstanding decree, order, judgment or stipulation restricting in any manner the use, transfer or licensing thereof by the Company or any Subsidiary thereof, or which would reasonably be expected to negatively affect the validity or enforceability of such Company Intellectual Property, which in any such case would reasonably be expected to have a Material Adverse Effect on the Company.

A-16

(c) Except as disclosed in Schedule 2.18 hereto, the Company and its Subsidiaries own and have good and exclusive title to each material item of Company Intellectual Property free and clear of any Liens (excluding non-exclusive licenses and related restrictions granted by them in the ordinary course of business), except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

(d) To the knowledge of the Company, (i) within the past three (3) years, the operation of the business of the Company and its Subsidiaries as such business currently is conducted, including the Company’s or any Subsidiary’s use of any product, device or process, has not and does not infringe or misappropriate the Intellectual Property of any third party or constitute unfair competition or trade practices under the laws of any jurisdiction, (ii) the Company Intellectual Property has not within the past (3) years and does not infringe or misappropriate the Intellectual Property of any third party, (iii) neither the Company nor any of its Subsidiaries has within the past three (3) years received any claims or threats in writing from third parties alleging any such infringement, misappropriation or unfair competition or trade practices and (iv) no third party has within the past three (3) years materially infringed or misappropriated any Company Intellectual Property. The Company and its Subsidiaries have taken commercially reasonable actions to ensure that the Company Intellectual Property and the operation of the business of the Company and its Subsidiaries do not infringe or misappropriate the Intellectual Property of any third party or constitute unfair competition or trade practices under the laws of any applicable jurisdiction where the Company or its Subsidiaries have operations.

(e) The Company and its Subsidiaries have taken and take reasonable actions to maintain, protect and enforce the Company Intellectual Property rights, including the secrecy, confidentiality and value of its trade secrets and other confidential information. The Company and its Subsidiaries have not disclosed any trade secrets or other material confidential information that relates to the Company Products or is otherwise material to the business of the Company and its Subsidiaries, taken as a whole, to any other Person other than pursuant to a written confidentiality agreement under which such other Person agrees to maintain the confidentiality and protect such confidential information.

(f) All past and present employees and independent contractors of, and consultants to, the Company and its Subsidiaries, or their respective Affiliates, who have contributed to, developed or conceived any material Company Intellectual Property have executed valid and enforceable written agreements with the Company or one of its Subsidiaries, or one of their respective Affiliates, pursuant to which such Persons assigned to the Company or one of its Subsidiaries, or any such Affiliate, all of their entire right, title, and interest in and to any Intellectual Property created, conceived or otherwise developed by such Person in the course of and related to his, her or its relationship with the Company or its applicable Subsidiary, or the applicable Affiliate, without further consideration or any restrictions or obligations whatsoever, including on the use or other disposition or ownership of such Intellectual Property (and any such Affiliates have executed valid and enforceable written agreements with the Company or one of its Subsidiaries pursuant to which such Affiliates have assigned to the Company or one of its Subsidiaries such Affiliates’ entire right, title and interest in and to any such Company Intellectual Property).

(g) Neither the Company nor and of its Subsidiaries nor, to the knowledge of the Company, any other Person is in material breach or in material default of any agreement specified in Schedule 2.18.

(h) To the knowledge of the Company, there are no current unresolved material defects, technical concerns or problems in any of the Company Products which are not of the type that are capable of being remediated in the ordinary course of business.

(i) With respect to Business Systems which do not constitute Company Products (the “IT Systems”), the Company or one of its Subsidiaries owns, leases, licenses, or otherwise has the legal right to use all such IT Systems, and such IT Systems are sufficient for the current needs of the business of the Company and its Subsidiaries. The Company and its Subsidiaries, collectively, maintain commercially reasonable disaster

A-17

recovery, business continuity and risk assessment plans, procedures and facilities. To the knowledge of the Company, during the past three (3) years and as of the date of this Agreement, there has not been any material failure with respect to any of the Business Systems that has not been remedied or replaced in all material respects.

(j) The Company and its Subsidiaries currently comply and for the last three (3) years have complied in all material respects with (i) all applicable Privacy/Data Security Laws, (ii) any applicable privacy policies of the Company or one of its Subsidiaries concerning the collection, dissemination, storage or use of Personal Information or other Business Data, (iii) industry standards to which the Company and its Subsidiaries purport to adhere, and (iv) all contractual commitments that the Company and its Subsidiaries have entered into with respect to privacy and/or data security (collectively, the “Data Security Requirements”). The Company and its Subsidiaries has implemented reasonable data security safeguards designed to protect the security and integrity of the Business Systems and Business Data. The Company’s and its Subsidiaries’ employees and contractors with access to or control over Personal Information or Business Data receive reasonable training on information security issues. During the past three (3) years and as of the date of this Agreement, neither the Company nor any of its Subsidiaries has (x) to the knowledge of the Company, experienced any material data security breaches, unauthorized access or use of any of the Business Systems, or any material unauthorized acquisition, destruction, damage, disclosure, loss, corruption, alteration, or use of any Business Data, which would require notification to a Governmental Entity or any customer or other individual; or (y) been subject to or received written notice of any audits, proceedings or investigations from any Governmental Entity or any customer, or received any material claims or complaints regarding the collection, dissemination, storage or use of Personal Information, or the violation of any applicable Data Security Requirements.

(k) The Company or one of its Subsidiaries (i) exclusively owns and possesses all right, title and interest in and to the Business Data constituting Company Intellectual Property, free and clear of any restrictions other than those imposed by applicable Privacy/Data Security Laws or (ii) has the right to use, exploit, publish, reproduce, distribute, license, sell, and create derivative works of the Business Data, in whole or in part, in the manner in which the Company and its Subsidiaries receive and use such Business Data prior to the Closing Date. Neither the Company nor any of its Subsidiaries is subject to any contractual requirements, privacy policies, or other legal obligations, including based on the transactions contemplated hereunder, that would prohibit Merger Sub or Parent from receiving Business Data following the Closing Date on substantially the same terms and conditions as applied to the Business Data immediately prior to the Closing Date, subject in all respects to any requested deletion or opt-out requests submitted to the Company or any of its Subsidiaries by any users that occur between the date hereof and the Closing Date in accordance with Data Security Requirements.

(l) Neither the Company nor any of its Subsidiaries is, nor has it ever been, a member or promoter of, or a contributor to, any industry standards body or similar standard setting organization that could require or obligate the Company or any such Subsidiary to grant or offer to any other Person any license or right to any Company Intellectual Property.

2.19 Agreements, Contracts and Commitments.

(a) Schedule 2.19 hereto sets forth a complete and accurate list of all Material Company Contracts (as hereinafter defined) in effect on the date of this Agreement, specifying the parties thereto. For purposes of this Agreement, (i) the term “Company Contracts” shall mean all legally binding contracts, agreements, purchase orders, leases, mortgages, indentures, notes, and bonds, whether written or oral, to which the Company or any of its Subsidiaries is a party or by or to which any of the properties or assets of the Company or any of its Subsidiaries may be bound (including notes for borrowed money payable to the Company or any of its Subsidiaries), excluding any Plan other than an Employment Agreement, and (ii) the term “Material Company Contracts” shall mean (x) each Company Contract (A) providing for expected payments (present or future) to the Company or any of its Subsidiaries in excess of $5,000,000 annually in the aggregate or (B) under or in respect of which the Company or any of its Subsidiaries presently is expected to make an expenditure in excess of

A-18

$2,000,000 annually (other than any Employment Agreement), and (y) the limitations of subclause (x) notwithstanding, each of the following Company Contracts:

(i) any mortgage, indenture, note, installment obligation or other instrument or agreement for or relating to any borrowing of money or guarantee thereof by the Company or any Subsidiary to any Insider, other than in connection with the advancement of expenses to employees in the ordinary course of business;

(ii) any mortgage, indenture, note, installment obligation or other instrument or agreement for or relating to any borrowing of money or guarantee thereof by an Insider to the Company or any Subsidiary, other than in connection with the payment of Company expenses (subject to reimbursement) in the ordinary course of business;

(iii) any guaranty, direct or indirect, by the Company or a Subsidiary of any obligation of a third party (other than the Company or any Subsidiary) for borrowings, or otherwise, in excess of $3,000,000, excluding endorsements made for collection in the ordinary course of business;

(iv) any Employment Agreement (excluding customary form offer letters entered into in the ordinary course of business) with an employee of the Company or its Subsidiaries that provides for annual base cash compensation in excess of $350,000;

(v) any Company Contract made other than in the ordinary course of business (x) providing for the grant of any preferential rights of first offer or first refusal to purchase or lease any material asset of the Company or any Subsidiary or (y) providing for any exclusive right to sell or distribute, or otherwise relating to the sale or distribution of, any product or service of the Company or any Subsidiary;

(vi) any obligation to register any Company Membership Interests or other securities of the Company with the SEC or any similar Governmental Entity;

(vii) any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the business, all or substantially all of the assets or stock of other Persons;

(viii) any collective bargaining agreement with any labor union;

(ix) any lease or similar arrangement for the use by the Company or any Subsidiary of real property or Personal Property where the annual lease payments are greater than $1,000,000 (other than any lease of vehicles, office equipment or operating equipment made in the ordinary course of business);

(x) any Company Contract not terminable in connection with the Closing to which any Insider, or any entity owned or controlled by an Insider, is a party (other than (A) Company Contracts with Affiliates of an Insider that are on arms’ length terms and (B) employment agreements with employees of the Company and its Subsidiaries);

(xi) any Company Contract involving use of any Company Licensed Intellectual Property required to be listed in Schedule 2.18(a)(ii);

(xii) any Company Contract which involves the license or grant of rights to Company Intellectual Property by the Company or any of its Subsidiaries (other than nonexclusive licenses granted by the Company or any of its Subsidiaries in the ordinary course of business or under ordinary course correspondent agreements of any such Subsidiaries);

(xiii) any Company Contract under which the Company has agreed to purchase goods or services from a vendor, supplier or other Person on a preferred supplier or “most favored nation” basis or is otherwise subject to restrictions materially limiting the Company’s ability to conduct business anywhere in the world; and

(xiv) any agreement for the development of Company Intellectual Property for the benefit of the Company or any Subsidiary of the Company (other than employee invention assignment and confidentiality agreements entered into on the Company’s or any such Subsidiary’s standard form of such agreement).

A-19

(b) As of the date of this Agreement, each Material Company Contract is in full force and effect and, to the Company’s knowledge, is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. To the Company’s knowledge, no other party to a Material Company Contract is the subject of a bankruptcy or insolvency proceeding. True, correct and complete copies of all Material Company Contracts have been heretofore made available to Parent or Parent’s counsel.

(c) Except as set forth in Schedule 2.19, neither the Company nor any Subsidiary party thereto nor, to the Company’s knowledge, any other party thereto is in breach of or in default under, and, to the Company’s knowledge, no event has occurred which with notice or lapse of time or both would become a breach of or default under, any Material Company Contract, and no party to any Material Company Contract has given to the Company or any Subsidiary any written notice of any claim of any such breach, default or event, in each case, which breach, default or event, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company.

2.20 Insurance. Schedule 2.20 sets forth the Company’s and its Subsidiaries’ material Insurance Policies (in each case, excluding Plans and policies maintained in connection with Plans) as of the date of this Agreement. As of the date of this Agreement, the Insurance Policies maintained by or on behalf of the Company and its Subsidiaries are in full force and effect. The coverages provided by such Insurance Policies are compliant in amount and scope with any requirements of Material Company Contracts.

2.21 Governmental Actions/Filings. Except as set forth in Schedule 2.21(a), the Company and its Subsidiaries have been granted and hold, and have made, all Governmental Actions/Filings (including, Governmental Actions/Filings required for emission or discharge of effluents and pollutants into the air and the water) necessary to the conduct by the Company and its Subsidiaries of their businesses (as presently conducted) or used or held for use by the Company and its Subsidiaries, except for any of the foregoing that if not granted, held or made would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as set forth in Schedule 2.21(a) or as would not, individually or in the aggregate, be material and adverse to the Company and its Subsidiaries, taken as a whole, or, after the Closing, Parent and its Subsidiaries, taken as a whole, the Company and its Subsidiaries are in compliance with all of their obligations with respect to such Governmental Actions/Filings. To the knowledge of the Company, no event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect on the Company.

2.22 Interested Party Transactions. Except as set forth in Schedule 2.22 hereto, no Insider or a member of his or her immediate family is indebted to the Company or any of its Subsidiaries, nor is the Company or any of its Subsidiaries indebted (or committed to make loans or extend or guarantee credit) to any of such Persons, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company or any of its Subsidiaries, (iii) for other employee benefits made generally available to all employees, and (iv) arms’ length relationships between the Company or any of its Subsidiaries, on the one hand, and an Affiliate of an Insider, on the other hand.

2.23 Regulatory Matters. Except as set forth in Schedule 2.23 hereto:

(a) Since the Lookback Date, each of B/D Subsidiaries has been duly registered as a broker-dealer with the SEC and each state and other jurisdiction in which it is required to be so registered. Each B/D Subsidiary is, and since the Lookback Date has been, a member in good standing of FINRA. Except as would not be material to the B/D Subsidiaries in the aggregate, the officers and employees of, and any other person associated with, each

A-20

B/D Subsidiary who are required to be licensed or registered for the activities conducted by them on behalf of each B/D Subsidiary are or have been, since the Lookback Date, duly licensed or registered in each state or jurisdiction in which and with each Governmental Entity with whom such licensing or registration is so required. Except as disclosed in any Form BD filed by a B/D Subsidiary, no B/D Subsidiary nor, to the knowledge of the Company, any of its “associated persons” (as defined in Section 3(a)(18) of the Exchange Act) is (i) ineligible pursuant to Section 15(b) of the Exchange Act to serve as a broker-dealer or as an “associated person” of a broker-dealer, (ii) subject to a “statutory disqualification” as defined in Section 3(a)(39) of the Exchange Act, or (iii) subject to any disciplinary proceedings required to be disclosed on such Person’s Form BD or Form U-4 or U-5 which are not so disclosed, other than any such failure as is not material and adverse to the Company and its Subsidiaries, taken as a whole.

(b) Since the Lookback Date, each FCM Subsidiary is duly registered with the NFA. Each FCM Subsidiary is, and since the Lookback Date has been, a member in good standing of the NFA. Each individual whose functions require him or her to be licensed as an “associated person” (as defined in CFTC Rule 1.3) of, and registered with, a FCM Subsidiary, is registered with the NFA, and such registrations are not suspended, revoked or rescinded and remain in full force and effect, in each case, other than as would not be material to the applicable FCM Subsidiary. None of the FCM Subsidiaries, any of their Affiliates, or any of their “associated persons” (as defined in CFTC Rule 1.3) or “principals” (as defined in CFTC Rule 3.1) is (i) ineligible to serve as an “associated person” or “principal” of a Futures Commission Merchant, (ii) subject to a “statutory disqualification” under Section 8a(2) of the CEA, (iii) subject to any material disciplinary proceedings or orders that would be required to be disclosed on Form 7-R and which are not disclosed, or (iv) subject to a disqualification that would be a basis for censure, limitation on the activities, functions, or operations of, or suspension or revocation of the registration of such Person as a Futures Commission Merchant or “associated person” or “principal” under Section 8a(4) of the CEA, and there is no Proceeding pending or, to the Company’s Knowledge, threatened in writing by any Governmental Entity that would reasonably be expected to result in the foregoing.

(c) Each B/D Subsidiary and each FCM Subsidiary is in compliance with all material registration, qualification, customer protection, financial reporting, recordkeeping, risk management, supervision, testing and audit, and other requirements of FINRA, each national securities exchange of which it is a member, the NFA, the SEC and the CFTC, as applicable, other than any such failures as would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Company and its Subsidiaries, taken as a whole. Each B/D Subsidiary is and, since the Lookback Date, has been in compliance in all material respects with the net capital and minimum capital rules applicable to it, including Rule 15c3-1 under the Exchange Act and Regulation 1.17 of the CFTC.

(d) Since the Lookback Date, each Form BD, Form U-4 and U-5, FOCUS Report, and annual report filed by each B/D Subsidiary required to file such reports or forms, as of the date of filing with FINRA or the SEC, as applicable, complied in all material respects with applicable requirements of the Laws enforced or promulgated by the Governmental Entity with which they were filed and did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of the Company, each B/D Subsidiary or any “control affiliate” of each B/D Subsidiary, as defined in Form BD, is not required as of the date of this Agreement to respond in the affirmative to any question in Item 11 of Form BD, except to the extent that such facts have been reflected on Form BD of the B/D Subsidiary.

(e) Since the Lookback Date, each FCM Subsidiary has filed a current Form 7-R with the NFA, and such forms, as of the date of filing with the NFA, complied in all material respects with applicable requirements of the CEA, the rules thereunder, and the rules of any Self-Regulatory Organization, as applicable, and did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

A-21

(f) Each B/D Subsidiary, as applicable, has, in all material respects, designed and maintains written policies and procedures reasonably designed to comply with the Exchange Act and the rules of the SEC, FINRA, and each self-regulatory organization of which it is a member, including those required by (i) applicable FINRA rules, including FINRA Rule 3110, 3120 and 3130, (ii) applicable Anti-Money Laundering Laws, and (iii) applicable privacy laws including policies and procedures with respect to the protection of nonpublic personal information about customers, clients and other third parties. All such policies comply in all material respects with applicable Laws and, since the Lookback Date, the Company and each Subsidiary have complied in all material respects with such policies and procedures.

(g) No Governmental Entity has, since January 1, 2019, formally initiated any administrative proceeding or investigation (other than ordinary course examinations) into a B/D Subsidiary or FCM Subsidiary and no B/D Subsidiary or FCM Subsidiary has received a written “wells notice,” other written indication of the commencement of a proceeding (as defined in Form BD) from the SEC, FINRA the CFTC, the NFA or any other Governmental Entity, or other written notice (excluding any examination letters, cautionary letters or other ordinary course notices from a Governmental Entity) alleging any material noncompliance with any applicable Law governing the operations of the B/D Subsidiary of the FCM Subsidiary, as applicable. The Company has no knowledge of any unresolved material violation or material exception raised by any Governmental Entity with respect to any B/D Subsidiary or FCM Subsidiary, other than any such violation or exceptions that would not, individually or in the aggregate, be material and adverse to the Company and its Subsidiaries, taken as a whole. No B/D Subsidiary or FCM Subsidiary is currently subject to, or has received any written notice of, an examination, inspection, investigation or inquiry by a Governmental Entity, and no formal examination or inspection has been started or completed for which no examination report is available.

(h) None of the Company or any of its Subsidiaries is, or since the Lookback Date, has been, (i) a bank, trust company, swap dealer, security-based swap dealer, municipal advisor, real estate broker, insurance company or insurance broker within the meaning of any applicable Law, (ii) required to be registered, licensed or qualified as a bank, swap dealer, security-based swap dealer, municipal advisor, real estate broker, insurance company or insurance broker under any applicable Law, or (iii) subject to any liability material to the Company and its Subsidiaries, as a whole, by reason of any failure to be so registered, licensed or qualified. Since the Lookback Date, none of the Company or any of its Subsidiaries has received written notice of, and there is no pending, or threatened in writing, proceeding concerning any material failure to obtain any bank, introducing broker (in accordance with CFTC rules), futures commission merchant, real estate broker, insurance company or insurance broker registration, license or qualification.

2.24 Anti-Corruption Matters. Except as set forth in Schedule 2.24:

(a) Since the Lookback Date, neither the Company nor any Subsidiary, nor, to the Company’s knowledge, any of its Affiliates or Person acting on behalf of them has engaged in any activity or conduct that has resulted or will result in the violation of any applicable Anti-Corruption Laws, Anti-Money Laundering Laws, or any Economic Sanctions Laws or Export Control Laws that would be material and adverse to the Company and its Subsidiaries, taken as a whole.

(b) The Company and each Subsidiary has in place commercially reasonable procedures designed to detect or prevent violation of any Anti-Corruption Laws or Economic Sanctions Laws by their Affiliates and “associated persons” (as defined in Section 3(a)(18) of the Exchange Act or CFTC Rule 1.3, as applicable).

(c) Since the Lookback Date, to the Company’s knowledge, (i) neither the Company, any Subsidiary, nor any of its or their Affiliates, “associated persons” (as defined in Section 3(a)(18) of the Exchange Act or CFTC Rule 1.3, as applicable), or any other Person acting on its or their behalf, is or has been the subject of any investigation, inquiry, litigation, or administrative or enforcement proceedings by any Governmental Entity or any Customer regarding any offense or alleged offense under any Anti-Corruption Laws or Economic Sanctions Laws and (ii) no such investigation, inquiry, litigation, or proceedings have been threatened or are pending.

A-22

(d) The Company has no knowledge of any facts or circumstances that exist that would cause the Company or any of its Subsidiaries: (i) to be deemed to have knowingly acted, by itself or in conjunction with another, in any act in connection with the concealment of any currency, securities, other proprietary interest that is the result of a felony as defined in the Anti-Money Laundering Laws (“Unlawful Gains”); (ii) to be deemed to have knowingly accepted, transported, stored, dealt in or brokered any sale, purchase or any transaction of other nature for Unlawful Gains; or (iii) to be deemed to be operating in violation in any material respect of the Anti-Money Laundering Laws. The board of directors, board of managers, or similar supervisory body of each Subsidiary that qualifies as a “financial institution” has adopted, and each Subsidiary that qualifies as a “financial institution” has implemented, an anti-money laundering program that contains customer identification verification procedures that comply in all material respects with the Anti-Money Laundering Laws and has kept and filed all reports in accordance with all applicable Anti-Money Laundering Laws in all material respects.

2.25 Proxy Statement. None of the information relating to the Company or its Subsidiaries supplied by the Company, or by any other Person acting on behalf of the Company at its direction, in writing specifically for inclusion in the Proxy Statement/Prospectus will, as of the date of the Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to the Parent Stockholders, at the time of the Special Meeting or at the Initial Effective Time, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no warranty or representation is made by the Company or any of its Subsidiaries with respect to any projections, forecasts or estimates included in such materials.

2.26 No Additional Representations and Warranties. Except as otherwise expressly provided in this Article II (as modified by the Company Schedules), neither the Company, any Subsidiary, any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any other express or implied representation or warranty whatsoever with respect to the Company, its Affiliates, or any matter relating to any of them, including their affairs, the condition, value or quality of their assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, its Affiliates or any of their respective representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, neither the Company nor any other Person on behalf of Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts or estimates or budgets made available to Parent, its Affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any of its Subsidiaries (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, its Affiliates or any of their respective representatives or any other Person, and any such representations or warranties are expressly disclaimed. The Company is not relying on any statement, representation or warranty, oral or written, express or implied, made by Parent or Merger Subs or any of their respective representatives, except as expressly set forth in Article III (as modified by the Parent Schedule) or in any Parent SEC Report.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Subject to the exceptions set forth in Schedule 3 delivered by Parent and Merger Subs to the Company in connection with this Agreement (the “Parent Schedule”), each of Parent and each Merger Sub represents and warrants to the Company as follows:

3.1 Organization and Qualification.

(a) Each of Parent and each Merger Sub is a corporation or limited liability company duly incorporated or formed, as applicable, validly existing and in good standing under the laws of the State of Delaware and has

A-23

the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of Parent and each Merger Sub is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent or Merger Subs. Complete and correct copies of the Charter Documents of each of Parent and each Merger Sub, as amended and currently in effect, have been heretofore delivered to the Company.

(b) Each of Parent and each Merger Sub is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent or Merger Subs. Each jurisdiction in which Parent or each Merger Sub is so qualified or licensed as of the date of this Agreement is listed in Schedule 3.1(b).

3.2 Subsidiaries. Parent has no, and has never had any, direct or indirect subsidiaries or participations in joint ventures or other entities other than Merger Subs, and each Merger Sub has no, and has never had any, direct or indirect subsidiaries or participations in joint ventures or other entities. Parent owns all of the outstanding equity securities of each Merger Sub, free and clear of all Liens. Except for Parent’s ownership of Merger Subs, neither Parent nor Merger Subs owns, directly or indirectly, any equity or voting interest in any Person or has any agreement or commitment to purchase any such interest, and has not agreed and is not obligated to make nor is bound by any written or oral agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other Person. Each Merger Sub does not have any assets or properties of any kind, does not now conduct and has never conducted any business, and has and will have at the Closing no obligations or liabilities of any nature whatsoever, except for such obligations as are imposed under this Agreement.

3.3 Capitalization.

(a) As of the date of this Agreement, the authorized capital stock of Parent consists of 125,000,000 shares of Parent Common Stock, 25,000,000 shares of Class B Common Stock, par value $0.0001 per share (“Founder Common Stock”), and 1,000,000 shares of preferred stock, par value $0.0001 per share (“Parent Preferred Stock” and together with the Parent Common Stock and Founder Common Stock, the “Parent Stock”), of which 40,000,000 shares of Parent Common Stock, 10,000,000 shares of Founder Common Stock and no shares of Parent Preferred Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. Each share of Founder Common Stock will convert into one share of Parent Common Stock at the Closing.

(b) Except as set forth in Schedule 3.3(b), (i) no shares of Parent Stock are reserved for issuance upon the exercise of outstanding options to purchase Parent Stock granted to employees of Parent or other parties (“Parent Stock Options”) and there are no outstanding Parent Stock Options; (ii) no shares of Parent Stock are reserved for issuance upon the exercise of outstanding warrants to purchase Parent Stock (“Parent Warrants”) and there are no outstanding Parent Warrants; and (iii) no shares of Parent Stock are reserved for issuance upon the conversion of the Parent Preferred Stock or any outstanding convertible notes, debentures or securities (“Parent Convertible Securities”) and there are no outstanding Parent Convertible Securities. All shares of Parent Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. All outstanding shares of Parent Stock and all outstanding Parent Warrants have been issued and granted in compliance with (x) all applicable securities laws and (in all material respects) other applicable laws and regulations, and (y) all requirements set forth in any applicable Parent Contracts.

A-24

(c) Except as set forth in the PIPE Documents or Schedule 3.3(c) hereto, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or either Merger Sub is a party or by which it is bound obligating Parent or either Merger Sub to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or Merger Subs or obligating Parent or either Merger Sub to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Neither Parent nor either Merger Sub has any outstanding bonds, debentures, notes or other obligations the holders of which have or upon the happening of certain events would have the right to vote (or which are convertible into or exercisable or exchangeable for securities having the right to vote) with the stockholders of Parent or Merger Subs on any matter.

(d) Except as set forth in Schedule 3.3(d) or as contemplated by this Agreement or the PIPE Documents, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreements or understandings to which Parent or either Merger Sub is a party or by which Parent or either Merger Sub is bound with respect to any equity security of any class of the Parent Stock or any equity securities of Merger Subs.

(e) Except as provided for in this Agreement or the PIPE Documents or as set forth in Schedule 3.3(e), as a result of the consummation of the transactions contemplated hereby, no shares of capital stock, warrants, options or other securities of Parent or either Merger Sub are issuable and no rights in connection with any shares, warrants, options or other securities of the Parent or Merger Subs accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).

(f) No outstanding shares of Parent Stock or equity securities of either Merger Sub are unvested or subjected to a repurchase option, risk of forfeiture or other condition under any applicable agreement with Parent or either Merger Sub.

(g) The shares of Parent Common Stock to be issued by Parent in connection with the Initial Merger, upon issuance in accordance with the terms of this Agreement, will be duly authorized and validly issued and such shares of Parent Common Stock will be fully paid and nonassessable, free and clear of all Liens.

(h) Parent owns all of the outstanding equity securities of each Merger Sub, free and clear of all Liens. Parent owns no equity securities of any Person other than the Merger Subs.

3.4 Authority Relative to this Agreement. Each of Parent and each Merger Sub has all necessary corporate power and authority to: (i) execute, deliver and perform this Agreement and each Ancillary Agreement that Parent and each Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out Parent’s and each Merger Sub’s obligations hereunder and thereunder and, subject to approval by its stockholders, to consummate the transactions contemplated hereby and thereby (including the Mergers). The execution and delivery of this Agreement and each Ancillary Agreement that Parent and each Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement by Parent and each Merger Sub and the consummation by Parent and each Merger Sub of the transactions contemplated hereby and thereby (including the Mergers) have been duly and validly authorized by all necessary corporate action on the part of Parent and each Merger Sub (including the approval by their respective boards of directors or managers, as applicable), and no other corporate proceedings on the part of Parent or either Merger Sub are necessary to authorize this Agreement or each such Ancillary Agreement or to consummate the transactions contemplated hereby or thereby, other than the Parent Stockholder Approval. This Agreement and each Ancillary Agreement that Parent and each Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement has been, or will be, duly and validly executed and delivered by Parent and each Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding

A-25

obligation of Parent and each Merger Sub, enforceable against Parent and each Merger Sub in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

3.5 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement and each Ancillary Agreement that Parent and each Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement by each of Parent and each Merger Sub does not, and the performance of this Agreement and each such Ancillary Agreement by Parent and each Merger Sub shall not, assuming all necessary consents, approvals, authorizations, permits, filings or notifications as set forth in Section 3.5(b) below have been obtained, made or expired or been terminated: (i) conflict with or violate Parent’s or either Merger Sub’s Charter Documents, (ii) conflict with or violate any Laws, (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parent’s or either Merger Sub’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of Parent or either Merger Sub (other than Permitted Liens) pursuant to, any Parent Contracts or (iv) result in the triggering, acceleration or increase of any payment to any Person pursuant to any Parent Contract, including any “change in control” or similar provision of any Parent Contracts, except, with respect to clauses (ii), (iii) and (iv), for any such conflicts, violations, breaches, defaults, impairments, alterations, triggerings, accelerations, increases or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on Parent.

(b) The execution and delivery of this Agreement or any Ancillary Agreement by Parent and each Merger Sub (as applicable) do not, and the performance of their respective obligations hereunder and thereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, or other third party (including, lenders and lessors), except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which Parent is qualified to do business, (ii) for the filing of any notifications required under the HSR Act and the expiration of the required waiting period thereunder, (iii) the qualification of Parent as a foreign corporation in those jurisdictions in which the business of the Company and its Subsidiaries makes such qualification necessary, (iv) for filing of the Certificates of Merger, (v) for the approval of the Parent Stockholders in accordance with Section 5.1, and (vi) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent.

3.6 Compliance. During the past two (2) years and as of the date of this Agreement, each of Parent and each Merger Sub has complied with all, and is not in violation of any, Laws with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on Parent. During the past two (2) years and as of the date of this Agreement, the businesses and activities of Parent and Merger Subs have not been and are not being conducted in violation of any Laws, except for violations which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on Parent. Neither Parent nor either Merger Sub is in default or violation in any material respect of any term, condition or provision of any applicable Charter Documents. Except as set forth in Schedule 3.6, within the past two (2) years, no written notice of non-compliance with any Laws has been received by Parent or Merger Subs (and Parent has no knowledge of any such notice delivered to any other Person).

3.7 Parent SEC Reports and Financial Statements.

(a) Parent has timely filed all required registration statements, reports, schedules, forms, statements and other documents filed by Parent with the SEC since its formation (collectively, as they have been amended since

A-26

the time of their filing and including all exhibits thereto, the “Parent SEC Reports”). None of the Parent SEC Reports, as of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of Parent (“Parent Audited Financial Statements”) and unaudited interim financial statements of Parent (“Parent Unaudited Financial Statements” and, together with the Parent Audited Financial Statements, the “Parent Financial Statements”) (including, in each case, the notes and schedules thereto) included in the Parent SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with U.S. GAAP applied on a consistent basis in accordance with past practice during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the financial position of Parent and Merger Subs as of the respective dates thereof and the results of their operations and cash flows for the respective periods then ended. Parent has no off-balance sheet arrangements that are not disclosed in the Parent SEC Reports.

(b) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent is made known to Parent’s principal executive officer and its principal financial officer, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. To Parent’s knowledge, such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act.

(c) Parent has established and maintained a system of internal controls. To Parent’s knowledge, such internal controls are effective and sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of the Parent’s financial statements for external purposes in accordance with U.S. GAAP.

(d) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. Parent has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(e) To the knowledge of Parent, as of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SEC Reports. To the knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

(f) Except as otherwise noted in the Parent Financial Statements, the accounts and notes receivable of Parent and Merger Subs reflected in the Parent Financial Statements: (i) to Parent’s knowledge, are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally, and by general equitable principles, (ii) are not, in any material respect, subject to any valid set-off or counterclaim to which Parent has been notified in writing as of the date hereof except to the extent set forth in such balance sheet contained therein, and (iii) are not the subject of any material actions or proceedings brought by or on behalf of Parent or Merger Subs as of the date hereof.

3.8 No Undisclosed Liabilities. Except as set forth in Schedule 3.8 hereto, neither Parent nor either Merger Sub has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the Parent Financial Statements that are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent or Merger Subs, except: (i) liabilities provided for in or otherwise disclosed in the balance sheet included in the most recent Parent

A-27

Financial Statements or in the notes to the most recent Parent Financial Statements, and (ii) such liabilities arising in the ordinary course of Parent’s or either Merger Sub’s business since the date of the most recent Parent Financial Statement, none of which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent and Merger Subs, taken as a whole.

3.9 Absence of Certain Changes or Events. Except as contemplated by this Agreement, since the date of the most recent Parent Financial Statement to the date of this Agreement, there has not been: (i) any Material Adverse Effect on Parent or either Merger Sub, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent’s capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent’s capital stock or any other securities of Parent or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of Parent’s capital stock, (iv) any granting by Parent of any increase in compensation or fringe benefits, or any payment by Parent of any bonus, or any granting by Parent of any increase in severance or termination pay or any entry by Parent into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving Parent of the nature contemplated hereby, (v) any material change by Parent or either Merger Sub in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (vi) any change in the auditors of Parent, or (vii) any material revaluation by Parent or either Merger Sub of any of its assets, including, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of Parent or either Merger Sub.

3.10 Litigation. There are no, and have never been any, claims, suits, actions or proceedings pending or to Parent’s knowledge, threatened in writing against any of Parent or Merger Subs, before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator.

3.11 Employee Benefit Plans. Except as set forth in Schedule 3.11, Parent and Merger Subs have never employed any employees, retained any contractors, or provided payment for any services to any service providers. Parent and Merger Subs have never and do not currently maintain, sponsor, or contribute to or have any direct or material liability under any “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended and any other material employee compensation, incentive, fringe or employee benefit plan, program, policy or other arrangement (whether or not set forth in a written document) covering any active or former employee, director or consultant of Parent or Merger Subs (a “Parent Plan”). Except as set forth in Schedule 3.11, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus, or otherwise) becoming due to any stockholder, director, or employee of Parent or Merger Subs, or (ii) result in the acceleration of the time of payment or vesting of any such benefits. No amount paid or payable (whether in cash, in property, or in the form of benefits) as a result of the delivery, performance, or execution of this Agreement or in connection with the transactions contemplated hereby (either alone or in combination with another event) will be an “excess parachute payment” within the meaning of Section 280G of the Code.

3.12 Labor Matters. Neither Parent nor either Merger Sub has any employees as of the date of this Agreement. Neither Parent nor either Merger Sub is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by Parent or Merger Subs and neither Parent nor either Merger Sub knows of any activities or proceedings of any labor union to organize any such employees.

3.13 Business Activities. Since its organization, neither Parent nor either Merger Sub has conducted any business activities other than activities directed toward the accomplishment of a business combination. Each Merger Sub was created for the purpose of facilitating the Mergers and has not conducted any prior business activities, other than any such activities incidental to consummating the Mergers. Except as set forth in the Parent Charter Documents, there is no agreement, commitment, exclusive license, judgment, injunction, order, or decree

A-28

binding upon Parent or Merger Subs or to which Parent or Merger Subs is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or Merger Subs, any acquisition of property by Parent or Merger Subs, or the conduct of business by Parent or Merger Subs.

3.14 Title to Property. Neither Parent nor either Merger Sub owns or leases any real property or personal property. Except as set forth in Schedule 3.14, there are no options or other contracts under which Parent or either Merger Sub has a right or obligation to acquire or lease any interest in real property or personal property.

3.15 Intellectual Property. Neither Parent nor either Merger Sub owns, licenses, or otherwise has any right, title or interest in any material Intellectual Property.

3.16 Taxes. Except as set forth in Schedule 3.16 hereto:

(a) Each of Parent and each Merger Sub has timely filed all Returns required to be filed by Parent and Merger Subs with any Tax authority prior to the date hereof, except such Returns which are not material to Parent. All such Returns are true, correct, and complete in all material respects. Each of Parent and each Merger Sub has paid all material Taxes shown to be due and payable on such Returns.

(b) All material Taxes that Parent and each Merger Sub are required by Law to withhold or collect have been duly withheld or collected, and have been timely paid over to the proper Governmental Entity to the extent due and payable.

(c) Neither Parent nor either Merger Sub has been delinquent in the payment of any material Tax, nor is there any material Tax deficiency outstanding, proposed or assessed against Parent, nor has Parent or either Merger Sub executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. Parent and Merger Subs have complied in all material respects with all Laws with respect to payments made to third parties and the withholding of any payment of withheld Taxes and has timely withheld from employee wages and other payments and timely paid over in full to the proper taxing authorities all material amounts required to be so withheld and paid over for all periods.

(d) No audit or other examination of any Return of Parent or Merger Subs by any Tax authority is presently in progress, nor has Parent or Merger Subs been notified in writing of any request for such an audit or other examination.

(e) No material adjustment relating to any Returns filed by Parent or Merger Subs has been proposed in writing, formally or informally, by any Tax authority to Parent or Merger Subs or any representative thereof.

(f) Neither Parent nor either Merger Sub has any material liability for any unpaid Taxes which have not been accrued for or reserved on Parent’s balance sheets included in the Parent Audited Financial Statements for the most recent fiscal year ended, whether asserted or unasserted, contingent or otherwise, other than any material liability for unpaid Taxes that may have accrued since the end of the most recent fiscal year in connection with the operation of the business of Parent in the ordinary course of business, none of which is material to the business, results of operations or financial condition of Parent.

(g) Neither Parent nor either Merger Sub has taken, intends to take, or has agreed to take any action or is aware of any fact or circumstance that would prevent or impede, or would reasonably be expected to prevent or impede, the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

3.17 Environmental Matters. Except for such matters that, individually or in the aggregate, would not reasonably be expected to result in a material liability of Parent and Merger Subs, taken as a whole: (i) Parent and Merger Subs have complied in all material respects with applicable Environmental Laws; (ii) none of Parent or either Merger Sub or, to the knowledge of Parent, any third party, has caused any properties currently owned,

A-29

leased or operated by Parent and Merger Subs to be contaminated with any Hazardous Substances; (iii) the properties formerly owned, leased or operated by Parent and Merger Subs were not contaminated with Hazardous Substances during the period of ownership, leasing or operation by Parent or Merger Subs; (iv) as of the date hereof, neither Parent nor either Merger Sub has received notice that it is potentially liable for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on, or below ground or in the atmosphere or water); (v) as of the date hereof, neither Parent nor either Merger Sub has received any written notice, demand, letter, claim, or request for information alleging that Parent or Merger Subs may be in material violation of or have material liability under any Environmental Law; and (vii) neither Parent nor either Merger Sub is subject to any orders, decrees, injunctions, or other arrangements with any Governmental Entity or subject to any contractual indemnity or other agreement with any third party relating to a material liability under any Environmental Law, including in relation to Hazardous Substances.

3.18 Brokers. Except as set forth in Schedule 3.18, neither Parent nor either Merger Sub has incurred, and neither will incur, and neither has entered into any contract, agreement, understanding, arrangement or commitment pursuant to which the Final Surviving Company or any of its direct or indirect subsidiaries could incur, directly or indirectly, any liability for brokerage or finders’ fees or agent’s commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.

3.19 Agreements, Contracts and Commitments.

(a) Except as set forth in the Parent SEC Reports filed prior to the date of this Agreement or as set forth on Schedule 3.19(a), other than confidentiality and non-disclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which Parent or either Merger Sub is a party or by or to which any of the properties or assets of Parent or Merger Subs may be bound, subject or affected, which may not be cancelled without penalty or liability by Parent or Merger Subs on 30 days’ or less prior notice (“Parent Contracts”). All Parent Contracts are listed in Schedule 3.19 other than those that are exhibits to the Parent SEC Reports.

(b) Except as set forth in the Parent SEC Reports filed prior to the date of this Agreement, each Parent Contract is in full force and effect, and, to the knowledge of Parent, is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. True, correct, and complete copies of all Parent Contracts (or written summaries in the case of oral Parent Contracts) have been heretofore made available to the Company or Company counsel.

(c) None of Parent or either Merger Sub nor, to the knowledge of Parent, any other party thereto is in breach of or in default under, and, to the knowledge of Parent, no event has occurred which with notice or lapse of time or both would become a breach of or default under, any Parent Contract, and no party to any Parent Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on Parent. Each Parent Contract that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on Parent.

3.20 Insurance. Except for directors’ and officers’ liability insurance, neither Parent nor Merger Subs maintains any Insurance Policy.

3.21 Interested Party Transactions. (a) No employee, officer, director, or stockholder of Parent or Merger Subs or a member of his or her immediate family is indebted to Parent or Merger Subs nor is Parent or either Merger Sub indebted (or committed to make loans or extend or guarantee credit) to any of them, other than

A-30

reimbursement for reasonable expenses incurred on behalf of Parent or Merger Subs; and (b) to Parent’s knowledge, no employee, officer, director, or stockholder or any member of his or her immediate family is, directly or indirectly, interested in any material contract with Parent or Merger Subs (other than such contracts as relate to the acquisition of such stockholder’s ownership of capital stock or other securities of Parent).

3.22 Parent Listing. The Parent Common Stock and Parent Warrants are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are listed for trading on the New York Stock Exchange (the “NYSE”). There is no, and there has never been any, action or proceeding pending or, to the Company’s knowledge, threatened against Parent by the NYSE or the SEC with respect to any intention by such entity to prohibit or terminate the listing of Parent Common Stock on the NYSE. Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. None of Parent or any of its Affiliates has taken any action in an attempt to terminate the registration of the Parent Common Stock or the Parent Warrants under the Exchange Act.

3.23 Board Approval. The board of directors or managers, as applicable, of each of Parent and each Merger Sub has, as of the date of this Agreement, unanimously (i) declared the advisability of the Mergers and approved this Agreement and the transactions contemplated hereby in accordance with the Charter Documents of Parent and Merger Subs, (ii) determined that the Mergers are in the best interests of the equityholders of Parent and Merger Subs, and (iii) determined that the fair market value of the Company is equal to at least 80% of the balance in the Trust Fund (net of amounts previously disbursed to management for tax obligations and excluding the amount of deferred underwriting discounts held in trust).

3.24 Trust Fund. As of the date hereof and immediately prior to the Closing, Parent has and will have no less than $400,000,000 invested in United States Government securities or money market funds meeting the conditions under Rule 2a-7(d) promulgated under the Investment Company Act of 1940, as amended, in a trust account administered by Continental Stock Transfer & Trust Company (“Continental”, and such trust account, the “Trust Fund”), less such amounts, if any, as (i) Parent is required to pay to Redeeming Stockholders and (ii) Parent has paid under Section 1.11(b) out of the Trust Fund). Prior to the Closing, none of the funds held in the Trust Fund may be released except in accordance with that certain Investment Management Trust Agreement, dated as of January 25, 2021 (the “Trust Agreement”), by and between Parent and Continental, Parent’s Charter Documents and the Final Prospectus. The Trust Agreement is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, each other party thereto, enforceable against Parent and, to the knowledge of Parent, each such other party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding at law or in equity), and is in full force and effect. Parent has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. There are no claims or proceedings pending with respect to the Trust Fund. Since January 25, 2021 through the date hereof, Parent has not released any money from the Trust Fund (other than interest income earned on the principal held in the Trust Fund as permitted by the Trust Agreement). As of the Initial Effective Time, upon approval of the Stockholder Matters, the obligations of Parent to dissolve or liquidate pursuant to Parent’s Charter Documents shall terminate, and as of the Initial Effective Time, Parent shall have no obligation whatsoever pursuant to Parent’s Charter Documents to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated hereby. Following the Initial Effective Time, no Parent Stockholder shall be entitled to receive any amount from the Trust Fund except to the extent such Parent Stockholder is a Redeeming Stockholder. Assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its obligations hereunder, neither Parent nor either Merger Sub has any reason to believe that any of the conditions to the use of funds in the Trust Fund will not be satisfied or that funds available in the Trust Fund will not be available to Parent and Merger Subs on the Closing Date. Neither Parent nor Merger Subs has any legally

A-31

binding agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any indebtedness other than Parent Borrowings in connection with the transactions contemplated herein.

3.25 PIPE Documents. The PIPE Documents are legal, valid and binding obligations of Parent and, to the knowledge of Parent, each other party thereto, enforceable against Parent and, to the knowledge of Parent, each such other party in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding at law or in equity), and are in full force and effect. No event or circumstance has occurred which, with or without notice, lapse of time or both, could constitute a default on the part of Parent or, to the knowledge of Parent, any of the other parties thereto under any of the PIPE Documents, and Parent and Merger Subs have no reason to believe that Parent will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by Parent contained in any of the PIPE Documents. None of the PIPE Documents have been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect (and no such amendment or modification is contemplated), and Parent and Merger Subs have no reason to believe that any portion of the PIPE Investment contemplated by any of the PIPE Documents will not be available as of the Closing. There are no conditions precedent or other contingencies related to the funding of the full amounts of the PIPE Investment, other than as set forth in the PIPE Documents. There are no agreements, side letters, contracts or arrangements to which Parent or Merger Subs or any of their Affiliates is a party relating to the PIPE Documents or the PIPE Investment that have not been entirely superseded by the PIPE Documents. Parent has made available to the Company true, correct and complete copies of the executed PIPE Documents.

3.26 No Additional Representations and Warranties; Independent Investigation. Except as otherwise expressly provided in this Article III (as modified by the Parent Schedule), neither Parent, Merger Subs, any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any other express or implied representation or warranty whatsoever with respect to Parent, Merger Subs, their respective Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of their assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its Affiliates or any of their respective representatives by, or on behalf of, Parent or Merger Subs, and any such representations or warranties are expressly disclaimed. Each of Parent and each Merger Sub is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and any Subsidiary and the transactions contemplated herein, which investigation, review and analysis were conducted by Parent and Merger Subs together with expert advisors, including legal counsel, that they have engaged for such purpose. Parent, Merger Subs and their representatives have been provided with full and complete access to the representatives, properties, offices, plants and other facilities, books and records of the Company and any Subsidiary and other information that they have requested in connection with their investigation of the Company and its Subsidiary and the transactions contemplated herein. Neither Parent nor either Merger Sub is relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or any Subsidiary or any of their respective representatives, except as expressly set forth in Article II (as modified by the Company Schedule).

ARTICLE IV

CONDUCT PRIOR TO THE CLOSING

4.1 Conduct of Business by the Company, Parent and Merger Subs. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing, each of the Company, the Company’s Subsidiaries, Parent and Merger Subs shall, except (i) to the extent that Parent (in the case of a request by the Company) or the Company (in the case of a request by Parent or Merger Subs) shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned

A-32

or delayed), (ii) as required by any applicable Law (including as may be compelled by any Governmental Entity) or contract, (iii) to the extent in a good faith response to a COVID-19 Measure, (iv) as set forth in Schedule 4.1 of the Company Schedule or the Parent Schedule (“Schedule 4.1”) or (v) as contemplated by this Agreement or any Ancillary Agreement, use commercially reasonable efforts to carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except as expressly contemplated by Schedule 4.1) and use its commercially reasonable efforts to (A) preserve substantially intact its present business organization, (B) keep available the services of its present key officers and employees and (C) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, (i) without the prior written consent of Parent (in the case of a request by the Company) or the Company (in the case of a request by Parent or Merger Subs) (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) except as required by any applicable Law (including as may be compelled by any Governmental Entity) or contract, (iii) except to the extent in a good faith response to a COVID-19 Measure, (iv) except as set forth in Schedule 4.1, or (v) except as contemplated by this Agreement or any Ancillary Agreement, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, each of the Company (on its behalf and on behalf of its Subsidiaries), Parent and Merger Subs shall not do any of the following:

(a) Waive any capital stock or other equity repurchase rights, accelerate, amend or change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of such plans;

(b) Grant any material severance or termination pay to (i) any officer or (ii) any employee with an annual salary in excess of $350,000, except pursuant to applicable law, written agreements outstanding, or Plans or policies existing on the date hereof and as previously or concurrently disclosed or made available to the other Party, or in the case of the Company and its Subsidiaries except in connection with the promotion, hiring or firing of any employee or officer in the ordinary course of business;

(c) Transfer or license to any Person or otherwise extend, amend or modify any material rights to any Intellectual Property or enter into grants to transfer or license to any Person future patent rights, other than in the ordinary course of business;

(d) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or other equity interests (other than any such dividend or distribution by a Subsidiary of the Company to the Company or another such Subsidiary), or split, combine or reclassify any capital stock or other equity interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or other equity interests;

(e) Purchase, redeem or otherwise acquire, directly or indirectly, any capital stock, membership interests or other equity securities or ownership interests of the Company or Parent, as applicable, except, in the case of the Company, pursuant to the terms of a Plan in accordance with the applicable terms as of the date hereof;

(f) Issue, deliver, sell, authorize, pledge, amend, exchange, settle or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or ownership interests, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or other ownership interests, or enter into other agreements or commitments of any character obligating it to issue any such shares, equity securities or other ownership interests or convertible or exchangeable securities;

A-33

(g) Amend its Charter Documents in any material respect or, in the case of Parent, amend any agreement or contract with the Sponsor;

(h) acquire or agree to acquire, by merging or consolidating with, or by purchasing any equity interest in or a material portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire outside the ordinary course of business any assets which are material, individually or in the aggregate, to the business of Parent or the Company and its Subsidiaries, taken as a whole, as applicable; provided, however, that nothing in this paragraph (h) shall prohibit any acquisition, as a result of which, financial statements of the acquired, merged or consolidated entity shall not be required to be included in the Proxy Statement/Prospectus, so long as such acquisition and any related transactions are not otherwise prohibited under this Section 4.1 and the Company survives any such acquisition, merger or consolidation;

(i) Enter into any joint ventures, strategic partnerships or alliances or other arrangements that provide for exclusivity of territory or otherwise restrict in any material respect such party’s ability to compete or to offer or sell any products or services to other Persons;

(j) Sell, lease, license, encumber or otherwise dispose of any properties or assets, except (A) nonexclusive licenses or sales in the ordinary course of business, (B) the incurrence of Permitted Liens, (C) pursuant to existing Company Contracts made available to Parent, and (D) the sale, lease or disposition of property or assets that are not material, individually or in the aggregate, to the business of such party (measured with all of its Subsidiaries, taken as a whole);

(k) Except incurrences of indebtedness (A) under the Company’s or its Subsidiaries’ existing credit facilities (and, in the case of the Company and its Subsidiaries, extensions of credit in the ordinary course with employees and among the Company and its Subsidiaries), (B) to support customer trading and settlement activity in the ordinary course of business, (C) in connection with additional issuances of Company Convertible Notes in accordance with their terms, or (D) as set forth on Schedule 4.1(k), incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person or Persons (other than Affiliates), issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent or the Company and its Subsidiaries, as applicable, enter into any “keep well” or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing;

(l) Except as otherwise required by applicable Law or pursuant to an existing Plan, policy or Company Contract of the Company or its Subsidiaries, (i) adopt or materially amend any Plan (including any Plan that provides for severance), other than in the ordinary course of business, or enter into any employment contract providing for severance in excess of $350,000 or a guaranteed period of employment, or enter into any collective bargaining agreement, (ii) pay special transaction bonuses or special transaction remuneration to directors or employees of the Company or any of its Subsidiaries other than consistent with Schedule 4.1(l), or (iii) materially increase the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its directors, officers, employees or consultants, other than in the ordinary course of business;

(m) (i) Except as set forth on Schedule 4.1(m), pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement) other than the payment, discharge, settlement or satisfaction of any claims, liabilities or obligations in the ordinary course of business, provided that the consideration given is solely monetary and no officer, director, or employee of the Company, Subsidiary, or Parent is a party adverse to the Company, Subsidiary, or Parent, as applicable, or (ii) waive the benefits of, agree to modify in any material manner, terminate, release any Person from or knowingly fail to enforce any material confidentiality or similar agreement to which the Company or any of its Subsidiaries is a party or of which the Company or any of its Subsidiaries is a beneficiary (other than with customers and other counterparties in the ordinary course of business) or to which Parent is a party or of which Parent is a beneficiary, as applicable;

A-34

(n) Except in the ordinary course of business, modify in a manner materially adverse to the Company, Parent or Merger Subs, as applicable, or terminate (other than in accordance with its terms) any Material Company Contract or Parent Contract, as applicable, or waive, delay the exercise of, release or assign any material rights or claims thereunder;

(o) Except as required by law or U.S. GAAP, revalue any of its assets in any material manner or make any material change in accounting methods, principles or practices;

(p) Except in the ordinary course of business, incur or enter into any agreement, contract or commitment requiring such party to pay in excess of $2,500,000 in any 12-month period;

(q) Make or rescind any Tax elections that, individually or in the aggregate, would be reasonably likely to adversely affect in any material respect the Tax liability or Tax attributes of such Party, settle or compromise any material income tax liability outside the ordinary course of business or change any material method of accounting for Tax purposes or prepare or file any Return in a manner outside the ordinary course of business;

(r) Form or establish any Subsidiary except in the ordinary course of business;

(s) Permit, in the case of the Company, the Company, any Subsidiary of Company or the administrator of any Plan or, in the case of Parent or Merger Subs, Parent, Merger Subs or any of their respective Subsidiaries or the administrator of any Parent Plan, Merger Subs or any of their respective Subsidiaries, to exercise any of its discretionary rights under any Plan or Parent Plan, as applicable, to provide for the automatic acceleration of any outstanding options, the termination of any outstanding repurchase rights or the termination of any cancellation rights issued pursuant to such Plan;

(t) Make aggregate capital expenditures (excluding expenditures identified on Schedule 4.1(t)) materially in excess of $5,000,000;

(u) Enter into any material transaction with or distribute or advance any assets or property to any of its officers, directors, partners, stockholders, managers, members or other Affiliates other than (i) the payment of salary and benefits and the advancement of expenses in the ordinary course of business, and (ii) such transactions, distributions or advancements solely among the Company and its Subsidiaries (including between one Subsidiary and another Subsidiary) or (iii) loans or equity contributions by an Affiliate of the Company to the Company or any Subsidiary thereof to fund ordinary course of business operations of the Company and its Subsidiaries; or

(v) Agree in writing or otherwise agree or commit to take any of the actions described in Section 4.1(a) through (u) above.

Nothing in this Section 4.1 shall give to Parent, directly or indirectly, the right to control or direct the ordinary course of business operations of the Company or any of its Subsidiaries prior to the Closing Date. Prior to the Closing Date, each of Parent and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations.

4.2 Confidentiality; Access to Information.

(a) Confidentiality. The Parties agree that they shall be bound by that certain Confidentiality Agreement, dated as of January 28, 2021 (the “Confidentiality Agreement”), by and between the Company and Parent, with respect to all nonpublic information exchanged in connection with this Agreement and the negotiations related thereto. The terms of the Confidentiality Agreement are hereby incorporated herein by reference and shall continue in full force and effect until the Closing, at which time the Confidentiality Agreement shall terminate. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect, subject to Section 7.2(b) hereof.

A-35

(b) Access to Information.

(i) Except (A) as prohibited by applicable Laws and (B) for any information which in the opinion of legal counsel of the Company would result in the loss of attorney-client privilege or other privilege from disclosure or would violate applicable Laws or obligations of confidentiality to which the Company is subject, the Company will afford Parent and its financial advisors, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, in such manner as to not interfere with the normal operation of the Company and its Subsidiaries, to the properties, books, records and management personnel of the Company during the period prior to the Closing to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and personnel of the Company, as Parent may reasonably request; provided, that such access shall not include any invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of the Company or its Subsidiaries without the prior written consent of the Company; provided, further that any such access shall be subject to and limited to the extent the Company reasonably determines in good faith, in light of COVID-19 (taking into account any COVID-19 Measures), that such access would be reasonably likely to jeopardize the health and safety of any employee of the Company or any of its Subsidiaries. The parties hereto shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. No information or knowledge obtained by Parent in any investigation pursuant to this Section 4.2(b)(i) will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Mergers.

(ii) Except (A) as required by applicable Laws and (B) for any information which in the opinion of legal counsel of the Company would result in the loss of attorney-client privilege or other privilege from disclosure or would violate applicable Laws or obligations of confidentiality to which Parent is subject, Parent will afford the Company and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, in such manner as to not interfere with the normal operation of the Company and its Subsidiaries, to the properties, books, records and personnel of Parent and Merger Subs during the period prior to the Closing to obtain all information concerning the business, including properties, results of operations and personnel of Parent and Merger Subs, as the Company may reasonably request; provided, that any such access shall be subject to and limited to the extent that Parent reasonably determines in good faith, in light of COVID-19 (taking into account any COVID-19 Measures), that such access would be reasonably likely to jeopardize the health and safety of any employee of Parent or Merger Subs. The Parties hereto shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. No information or knowledge obtained by the Company in any investigation pursuant to this Section 4.2(b)(ii) will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Mergers.

4.3 No Solicitation. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, other than as contemplated by this Agreement or the PIPE Investments or with the express written consent of the other Parties, (a) the Company will not, and will cause its controlled Affiliates, employees, agents, officers, directors and representatives not to, directly or indirectly, solicit or enter into discussions or transactions with, or encourage, or provide any information to, any corporation, partnership or other entity or group (other than Parent and its designees) concerning any merger, sale of ownership interests in the Company (other than any purchases of equity securities by the Company from employees of the Company or its Subsidiaries or transfers by Company Members to their Affiliates otherwise permitted by the Company Charter Documents) and/or a material portion of the assets of the Company (other than immaterial assets, assets sold in the ordinary course of business or as set forth on Schedule 4.3 of the Company Schedule (“Schedule 4.3”)) or similar transaction involving the Company and (b) each of Parent and each Merger Sub will not, and will cause its respective controlled Affiliates, employees, agents, officers, directors and representatives not to, directly or indirectly, solicit or enter into discussions or transactions with, or encourage, or provide any information to, any corporation, partnership or other entity or group (other than the

A-36

Company and its designees) concerning any merger, purchase of ownership interests and/or assets, recapitalization or similar business combination transaction. In addition, (i) the Company will, and will cause its controlled Affiliates, employees, agents, officers, directors and representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted heretofore (other than Parent and its designees) with respect to any alternative merger, sale of ownership interests in the Company (other than any purchases of equity securities by the Company from employees of the Company or its Subsidiaries or transfers by Company Members to their Affiliates otherwise permitted by the Company Charter Documents) and/or a material portion of the assets of the Company (other than immaterial assets, assets sold in the ordinary course of business or as set forth on Schedule 4.3) or similar transaction involving the Company and (ii) each of Parent and each Merger Sub will, and will cause its respective controlled Affiliates, employees, agents, officers, directors and representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted heretofore (other than the Company and its designees) with respect to any alternative merger, purchase of ownership interests and/or assets, recapitalization or similar business combination transaction. The Company will promptly (and in any event within two (2) Business Days of receipt) notify Parent if it receives, or if any of its or its controlled Affiliates, employees, agents, officers, directors or representatives receives, any proposal, offer or submission with respect to a competing transaction after the date of this Agreement. Notwithstanding the foregoing, the Company may respond to any such proposal, offer or submission by indicating only that the Company is subject to an exclusivity agreement and is unable to provide any information related to the Company and its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning a competing transaction for as long as that agreement remains in effect. The Parties agree that the rights and remedies for noncompliance with this Section 4.3 include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages would not provide an adequate remedy for such injury.

4.4 Certain Financial Information. The Company shall (a) engage an auditing firm that has at all required times since the date of enactment of the Sarbanes-Oxley Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act); (ii) “independent” with respect to the Company and each of its Subsidiaries within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder (such firm, the “PCAOB Auditor”) and (b) deliver consolidated audited financial statements of the Company to Parent as of and for the years ended December 31, 2020 and 2019, together with an opinion of the PCAOB Auditor and all notes thereto (“Updated Financial Statements”). The Updated Financial Statements shall comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act, and the Securities Act as required for inclusion of the Updated Financial Statements into the Form S-4. The Updated Financial Statements shall comply as to form in all material respects, and shall be prepared in accordance, with U.S. GAAP (as modified by the rules and regulations of the SEC) applied on a consistent basis throughout the periods involved, shall fairly present in all material respects the consolidated financial position of the Company at the date thereof and the results of its operations and cash flows for the period therein indicated. In addition, within twenty-five (25) Business Days after the end of each month between the date hereof and the earlier of the Closing Date and the date on which this Agreement is terminated, the Company shall deliver to Parent unaudited consolidated financial statements for such month including a balance sheet, statement of operations, statement of cash flows, and statement of shareholders’ equity, that are certified as correct and complete by the Company’s Chief Executive Officer and Chief Financial Officer, prepared in accordance with U.S. GAAP applied on a consistent basis to prior periods (except as may be indicated therein or in the notes thereto), and fairly presenting in all material respects the financial position of the Company as of the date thereof and the results of operations and cash flows for the period indicated, except that such financial statements need not contain notes and may be subject to normal adjustments that are not expected to be material to the Company.

4.5 Access to Financial Information. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company will, and will use commercially reasonable efforts to cause its auditors (subject to any required access or confidentiality

A-37

agreement or arrangement) to (a) continue to provide Parent and its advisors reasonable access to all of the financial information used in the preparation of Company Financial Statements and the financial information furnished pursuant to Section 4.4 hereof and (b) reasonably cooperate with any reviews performed by Parent or its advisors of any such Company Financial Statements or such information.

4.6 Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable but in any event prior to the Outside Date, the Mergers and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity in connection with the transactions contemplated by this Agreement, (iii) the obtaining of such material consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including the consents referred to in Schedules 2.5 and 3.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, (1) nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock and (2) in no event shall Parent, Merger Subs, the Company or its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any contract to which the Company or its Subsidiaries is a party in connection with the consummation of the Mergers.

ARTICLE V

ADDITIONAL AGREEMENTS

5.1 Proxy Statement; Special Meeting.

(a) As soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as is necessary for its preparation (including the Updated Financial Statements), (i) Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, the Proxy Statement/Prospectus to be used for the purpose of soliciting proxies from holders of Parent Common Stock (the “Parent Stockholders”) to vote in favor of (A) the adoption of this Agreement and the approval of the Mergers (the “Merger Proposal”), (B) the election to the board of directors of Parent of the individuals identified on Schedule 5.2 of the Parent Schedule for the class of director set forth opposite the name of each such individual (the “Director Proposal”); (C) the approval of certain changes to Parent’s Charter Documents, to be effective from and after the Closing, including the change of the name of Parent to a name to be mutually agreed by the parties hereto, an increase in the number of authorized shares of Parent Common Stock to a number to be mutually agreed by the parties hereto (which shall not be less than 1,000,000,000) and other mutually agreed upon changes to Parent’s capitalization structure and amendments to Article Sixth so that the existence of Parent shall be perpetual and to remove all SPAC-related provisions that will no longer be

A-38

applicable to Parent following the Closing and such other amendments proposed by the Company that are reasonably acceptable to Parent (the “Charter Amendments Proposals”), (D) the approval and adoption of the Parent Plan, (E) approval of the issuance of more than 20% of the issued and outstanding shares of the Parent Common Stock pursuant to this Agreement and the PIPE Investment, (F) the adjournment of the stockholder meeting to a later date or dates if it is determined by Parent and the Company that additional time is necessary to consummate the transactions contemplated hereby for any reason, and (G) approval of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (together with the Merger Proposal, Director Proposal, Charter Amendments Proposals and Plan Proposal, the “Stockholder Matters”) at a meeting of Parent Stockholders to be called and held for such purpose (the “Special Meeting”), and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement/Prospectus will be included. Without the prior written consent of the Company, the Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent Stockholders at the Special Meeting. The Parent Plan shall provide that 10% of the total number of shares of Parent Common Stock to be issued and outstanding after the Closing (or such other number of shares as Parent and the Company may otherwise agree following the date hereof) shall be reserved for issuance pursuant to the Parent Plan, plus an “evergreen” feature as to be mutually agreed upon between the Company and Parent. The Company shall furnish to Parent all information concerning the Company as is necessary in connection with the preparation of the Proxy Statement/Prospectus and shall otherwise assist and cooperate with Parent as reasonably requested by Parent. The Company and its counsel shall be given a reasonable opportunity to review, comment on and approve in writing (which approval may be by e-mail) the preliminary Proxy Statement/Prospectus prior to its filing with the SEC and any other amendments or documents filed with the SEC, and Parent shall not file any documents with the SEC referencing, relating to or containing any Company information without the prior written consent (including by e-mail) of the Company, such consent not to be unreasonably withheld, conditioned or delayed. Each of Parent and the Company shall use its commercially reasonable efforts to (w) cause the Form S-4, when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto, (x) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement/Prospectus, (y) cause the Form S-4 to be declared effective as promptly as practicable and (z) keep the Form S-4 effective as long as is necessary to consummate the Mergers. Parent shall also take all actions required to satisfy the requirements of the Securities Act and the Exchange Act. The Company and Parent shall each pay fifty percent (50%) of (1) the filing fees associated with the Form S-4, (2) all compensation, fees and expenses due and payable to ICR, LLC under that certain Consulting Agreement, dated as of February 5, 2021, by and between ICR, LLC and the Company, and (3) all compensation, fees and expenses due and payable to Gasthalter & Co. LP under that certain letter agreement, dated as of February 5, 2021, by and between Gasthalter & Co. LP and the Company.

(b) As soon as reasonably practicable following the approval of the Proxy Statement/Prospectus and the declaration of the effectiveness of the Form S-4 by the SEC (the “SEC Approval Date”) (and in any event, within seven Business Days after the SEC Approval Date), Parent shall (i) distribute the Proxy Statement/Prospectus to the Parent Stockholders, (ii) having, prior to the SEC Approval Date, established the record date therefor, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL and, subject to the other provisions of this Agreement, on a date no later than forty-five (45) days following the SEC Approval Date, and (iii) subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Mergers and the other matters presented to the Parent Stockholders for approval or adoption at the Special Meeting, including, the Stockholder Matters. Notwithstanding the foregoing provisions of this Section 5.1(b), Parent shall make one or more successive postponements or adjournments of the Special Meeting, in each case, to the extent required (i) to ensure that any supplement or amendment is made to the Proxy Statement/Prospectus that Parent, after reasonable consultation with the Company, has determined in good faith is required to satisfy the conditions of Section 5.1(c) below or any other applicable Law or (ii) if on a date for which the Special Meeting is scheduled, Parent, after reasonable consultation with the Company, reasonably determines in good faith that any of the Stockholder Matters will not be approved at the Special Meeting or the Mergers cannot be consummated for any reason; provided, that Parent

A-39

continues to satisfy its obligations under Section 5.1(d) below and Parent shall reconvene such Special Meeting as promptly as practicable following such time as the matters described in clauses (i) and (ii) have been resolved.

(c) Parent shall comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement/Prospectus, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent represents and warrants that the Proxy Statement/Prospectus shall not, as of the date on which it is first distributed to Parent Stockholders, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company in writing for inclusion in the Proxy Statement/Prospectus). No filing of, or amendment or supplement to the Proxy Statement/Prospectus will be made without the approval of Parent and the Company (such approval not to be unreasonably withheld, conditioned or delayed), and Parent shall promptly transmit any such amendment or supplement to the Parent Stockholders, if at any time prior to the Special Meeting there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus.

(d) Parent, acting through its board of directors, shall include in the Proxy Statement/Prospectus the recommendation of its board of directors that the Parent Stockholders vote in favor of the adoption of this Agreement and the approval of the Mergers and the other matters referred to in Section 5.1(a), and shall otherwise use reasonable best efforts to obtain approval of the matters referred to in Section 5.1(a). Neither Parent’s board of directors nor any committee or agent or representative thereof shall withdraw, propose to withdraw, or modify in a manner adverse to the Company, the Parent board of director’s recommendation that the Parent Stockholders vote in favor of the adoption of any of the Stockholder Matters.

5.2 Directors and Officers of Parent and the Company After Mergers.

(a) Except as otherwise agreed in writing by the Company and Parent prior to the Closing, the Parties shall take all necessary action so that (a) all of the members of the board of directors of Parent and all officers of Parent resign effective as of the Closing unless such member or officer is listed as a director on Schedule 5.2 of the Parent Schedule (“Schedule 5.2”), (b) the number of directors constituting the board of directors of Parent shall be such number as is specified on Schedule 5.2 and (c) the persons listed as officers and directors in Schedule 5.2 are elected to the positions of officers and directors of Parent and the Final Surviving Company, as set forth therein, to serve in such positions effective immediately after the Closing. If any Person listed in Schedule 5.2 is unable to serve, the Party appointing such Person shall designate a successor; provided that, if such designation is to be made after the Closing, any successor to a Person designated by Parent shall be made by the Person serving in the capacity of Chairman of Parent immediately prior to the Closing.

(b) Until the earlier of (i) the second (2nd) anniversary of the Closing Date and (ii) the date on which the Sponsor ceases to beneficially own at least fifty (50%) of the number of shares of Parent Common Stock beneficially owned by the Sponsor as of immediately after the Closing, or such later date as Parent and an Observer (as defined below) shall mutually agree, Parent shall invite the individual listed as an observer on Schedule 5.2 (“Observer”) to attend all meetings of the board of directors of Parent in a nonvoting observer capacity and, in this respect, shall give such Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided pursuant to a confidentiality agreement in form and substance reasonably acceptable to Parent and the Observer.

A-40

5.3 HSR Act; FINRA.

(a) If required pursuant to the HSR Act, as promptly as practicable but in no event later than fifteen (15) Business Days after the date of this Agreement, Parent and the Company (i) shall each prepare and file the notification required of it thereunder in connection with the transactions contemplated by this Agreement, (ii) shall promptly and in good faith respond to all information requested of it by the Federal Trade Commission and Department of Justice in connection with such notification and otherwise cooperate in good faith with each other and such Governmental Entities and (iii) shall each request early termination of any waiting period under the HSR Act. Parent and the Company shall (a) promptly inform the other of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the transactions contemplated by this Agreement and permit counsel to the other Party an opportunity to review in advance, and each Party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such Party to any Governmental Entity concerning the transactions contemplated by this Agreement, (b) give the other prompt notice of the commencement of any action, suit, litigation, arbitration, proceeding or investigation by or before any Governmental Entity with respect to such transactions and (c) keep the other reasonably informed as to the status of any such action, suit, litigation, arbitration, proceeding or investigation. Each Party agrees to provide, to the extent permitted by the applicable Governmental Entity, the other Party and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone or videoconference, between such Party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Entity, on the other hand, concerning or in connection with the transactions contemplated hereby; provided, neither Party shall extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Entity without the written consent of the other Party. The Company and Parent shall split the fees associated with the filings required under the HSR Act.

(b) The Company agrees to cause its applicable Subsidiaries to file (and Parent agrees to, as applicable, cause its respective Affiliates, including any Subsidiary, to cooperate with such filings) all filings and requests required to be filed by it with FINRA or any of its Affiliates in connection with the transactions contemplated hereby, including the change of control continuing membership application pursuant to FINRA Rule 1017(a)(4), (b) and (c) (the “Form CMA”), within 10 Business Days after the date hereof. Each Party agrees to promptly supply any additional information requested by FINRA. The Company shall promptly notify Parent in writing and promptly provide to Parent a copy of any written response or other correspondences received from FINRA.

5.4 Public Announcements.

(a) As promptly as practicable after execution of this Agreement, Parent will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement (“Parent Signing Form 8-K”), the form and substance of which shall be approved in writing (including by e-mail) in advance by the Company (which approval shall not be unreasonably withheld, conditioned or delayed).

(b) Promptly after the execution of this Agreement, Parent and the Company shall also issue a joint press release announcing the execution of this Agreement (the “Signing Press Release”), the form and substance of which has been mutually agreed by Parent and the Company. Thereafter, prior to the Closing (or the earlier termination of this Agreement in accordance with Article VII), Parent and the Company shall use its respective commercially reasonable efforts to consult with each other before issuing any press release or other public statement (including through social media platforms) with respect to this Agreement or the transactions contemplated hereby, and, except as required by any applicable Law, shall not issue any such press release or other public statement without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed) and otherwise complying with Section 5.5.

(c) At least five (5) days prior to Closing, Parent shall prepare a draft Current Report on Form 8-K announcing the Closing, together with, or incorporating by reference, the financial statements prepared

A-41

by the Company and its accountant, and such other information that may be required to be disclosed with respect to the Mergers in any report or form to be filed with the SEC (“Closing Form 8-K”), which shall be in a form reasonably acceptable to the Company. Prior to Closing, Parent and the Company shall prepare a press release announcing the consummation of the Mergers hereunder (“Closing Press Release”). Concurrently with the Closing, Parent shall distribute the Closing Press Release. Concurrently with the Closing, or as soon as practicable thereafter (but in any event within the time period required by the instructions to Form 8-K and any other applicable rules and regulations), Parent shall file the Closing Form 8-K with the SEC.

5.5 Required Information.

(a) In connection with the preparation of the Parent Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K, the Closing Press Release or any other statement, filing, notice, or application (other than pursuant to the HSR Act, for which Section 5.3(a) applies, or applicable FINRA rules and regulations, for which Section 5.3(b) applies) made by or on behalf of Parent or the Company to any Governmental Entity or other third party in connection with the Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, each of the Company and Parent shall, upon request by the other, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers, and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Reviewable Document. Each Party warrants and represents to the other Party that all such information provided by it shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

(b) At a reasonable time prior to the filing, issuance, or other submission or public disclosure of a Reviewable Document by Parent or the Company, the other Party shall each be given a reasonable opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, and each Party shall accept and incorporate all reasonable comments from the other Party to any such Reviewable Document prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be declared effective by the SEC, in each case, as promptly as practicable and keep the Form S-4 effective as long as is necessary to consummate the Mergers.

(c) Any language included in a Reviewable Document that reflects the comments or express approval without comment of the reviewing Party shall be deemed to have been approved by the reviewing party and may henceforth be used by other Party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing Party.

(d) Prior to the Closing Date, the Company and Parent shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental Entity, and (ii) after the receipt by it of any written or oral comments of the Governmental Entity on, or of any written or oral request by the Governmental Entity for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Entity with respect to any of the foregoing filings or submissions. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as

A-42

reasonably practicable after receipt of any comments of the Governmental Entity. All correspondence and communications to the Governmental Entity made by Parent or the Company with respect to the transactions contemplated by this Agreement or any Ancillary Agreement shall, to extent permitted by applicable Law, be considered to be Reviewable Documents subject to the provisions of this Section 5.5.

5.6 No Securities Transactions. Neither the Company nor any of its controlled Affiliates, directly or indirectly, shall engage in any purchases or sales of the securities of Parent prior to the Initial Effective Time without the consent of Parent. The Company shall use its commercially reasonable efforts to require each of its Affiliates that it controls to comply with the foregoing requirement.

5.7 No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company acknowledges that it has read Parent’s final prospectus dated January 25, 2021 (“Final Prospectus”) and understands that Parent has established the Trust Fund for the benefit of Parent’s public stockholders and that Parent may disburse monies from the Trust Fund only (a) to Parent’s public stockholders in the event they elect to convert their shares into cash in accordance with Parent’s Charter Documents and/or the liquidation of Parent or (b) to Parent after, or concurrently with, the consummation of a business combination. Accordingly, the Company, on behalf of itself and its Affiliates, hereby waives all rights, title, interest or claim of any kind against Parent to collect from the Trust Fund any monies that may be owed to them by Parent for any reason whatsoever, including but not limited to a breach of this Agreement by Parent or any negotiations, agreements or understandings with Parent (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever. This paragraph will survive the termination of this Agreement for any reason, but notwithstanding anything set forth herein will not limit the rights of the Company or the Company Members at or following the Closing.

5.8 Disclosure of Certain Matters. Each of Parent and the Company will provide the others with prompt written notice of any event, development or condition of which it obtains knowledge that gives such Party any reason to believe that any of the conditions to the obligations of the other Party set forth in Article VI will not be satisfied.

5.9 Securities Listing. Parent shall use its reasonable best efforts to continue the listing for trading of the Parent Common Stock and the Parent Warrants on the NYSE. Parent shall prepare and submit to NYSE a listing application in connection with the Mergers and covering the shares of Parent Common Stock issuable in the Initial Merger and PIPE Investment and shall use reasonable best efforts to obtain approval for the listing of such shares, and the Company shall cooperate reasonably with Parent with respect to the foregoing.

5.10 Charter Protections; Directors’ and Officers’ Liability Insurance.

(a) All rights to indemnification for acts or omissions occurring through the Closing Date now existing in favor of the current and former directors, managers and officers of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a “D&O Indemnified Party”) under applicable Laws or as provided in the Charter Documents of the Company and its Subsidiaries or in any indemnification agreements shall survive the Mergers and shall continue in full force and effect in accordance with their terms, and Parent shall indemnify and hold harmless each D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing Date, whether asserted or claimed prior to, at or after the Closing Date, to the fullest extent that the Company or its Subsidiaries, as the case may be, would have been permitted under applicable Law and their Charter Documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, for a period of six (6) years after the Closing Date, Parent shall and shall cause each of the Final Surviving Company and its Subsidiaries to maintain in effect the exculpation, indemnification and advancement of expenses provisions of each of the Company’s and its Subsidiaries’ Charter

A-43

Documents as in effect immediately prior to the Closing Date or in any indemnification agreements of the Company and its Subsidiaries with any D&O Indemnified Party as in effect immediately prior to the Closing Date, and Parent shall, and shall cause each of the Final Surviving Company and its Subsidiaries to, not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any legal proceedings pending or asserted or any claim made within such period shall continue until the disposition of such legal proceeding or resolution of such claim. From and after the Closing Date, Parent shall and shall cause each of the Final Surviving Company and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 5.10 without limit as to time.

(b) At and as of the Closing, Parent will enter into an indemnification agreement with each of the directors serving on its board of directors and each of its executive officers as of immediately prior to the Closing (each, a “Parent D&O Indemnified Party”), in form and substance reasonably satisfactory to the Company and Parent, which shall indemnify and hold harmless such directors against costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any action arising out of or pertaining to matters existing or occurring at or prior to the Closing Date, to the fullest extent that Parent would have been permitted under applicable Law and its Charter Documents to indemnify such Persons in their capacities as directors of Parent.

(c) If Parent or, after the Closing, the Final Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Final Surviving Company assume the obligations set forth in this Section 5.10.

(d) The rights of each D&O Indemnified Party and Parent D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under the Charter Documents of Parent or the Final Surviving Company or its Subsidiaries, any other indemnification arrangement, any requirement under applicable Law or otherwise.

(e) The provisions of this Section 5.10 shall survive the Closing and are intended to be for the benefit of, and shall be enforceable by, each Person who will have been a director, manager or officer of the Company or its Subsidiaries for all periods ending on or before the Closing Date and may not be changed without the consent of a majority of those Persons serving on Parent’s board of directors after the Closing Date who served on the Company’s board of managers immediately prior to the Closing.

5.11 Insider Loans. The Company shall cause each executive officer of the Company or its Subsidiaries to, at or prior to Closing (i) repay to the Company any loan by the Company to such Person and any other amount owed by such Person to the Company; and (ii) cause any guaranty or similar arrangement pursuant to which the Company has guaranteed the payment or performance of any obligations of such Person to a third party to be terminated.

5.12 Parent Borrowings. Through the Closing, Parent shall, with the consent of the Company (the Company’s consent not to be unreasonably withheld, conditioned, or delayed), be allowed to borrow funds from its directors, officers and/or stockholders to meet its reasonable capital requirements, with any such loans to be made only as reasonably required by the operation of Parent in due course on a non-interest bearing basis and repayable in cash at Closing (the “Parent Borrowings”).

5.13 Trust Fund Disbursement. Parent shall cause the Trust Fund to be disbursed as contemplated by this Agreement and the Trust Agreement immediately upon the Closing. All liabilities and obligations of Parent due and owing or incurred at or prior to the Closing Date shall be paid as and when due, including all amounts payable (i) to stockholders who elect to have their shares of Parent Common Stock converted to cash in

A-44

accordance with the provisions of Parent’s Charter Documents (such stockholders, “Redeeming Stockholders”), (ii) for income Tax or other Tax obligations of Parent prior to Closing, and (iii) (A) as repayment of Parent Borrowings, if any, (B) to the underwriters in Parent’s initial public offering for payment of deferred underwriting commissions and (C) for Outstanding Parent Expenses and Outstanding Company Expenses.

5.14 Board of Directors. Prior to the Closing Date, Parent and the Company shall take all action necessary so that immediately after the Initial Effective Time, the board of directors of Parent shall be comprised of the individuals identified on Schedule 5.2 of the Company Schedule for the class of director set forth opposite the name of each such individual.

5.15 Lock-Up Agreement. Prior to the Closing Date, the Company will cause the Company Members identified on Schedule 5.15 of the Company Schedule to agree not to transfer the shares of Parent Common Stock to be received hereunder as Per Share Merger Consideration for a period of the earliest of (a) twelve (12) months from the Closing, (b) the date following the Closing on which the Company consummates a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange such stockholders’ shares of Parent Common Stock for (or having their shares of Parent Common Stock converted into) cash, securities or other property (or the rights to receive any of the foregoing), other than any holding company reorganization or a transaction that is intended solely to effect a redomestication, and (c) the date on which the reported closing sale price of the Parent Common Stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or other similar actions) for twenty (20) trading days in any thirty (30)-trading day period commencing at least one hundred fifty (150) days following the consummation of the Mergers, subject to certain exceptions, which provisions will be set forth in the lock-up agreement in substantially the form attached hereto as Exhibit B (the “Lock-Up Agreement”). At any time after the Closing Date, Parent shall engage, if approved by the board of directors of Parent, in an organized secondary offering of Parent Common Stock held by Persons entitled to registration rights pursuant to the Registration Rights Agreement and as otherwise approved by the board of directors of Parent, conducted by an investment bank, whose actual retention and whose proposed transaction will, if prior to the twelve (12) month anniversary of the Closing, require approval of the Continuing Director. The certificates evidencing shares of Parent Common Stock issued hereunder, if any, shall each include prominent disclosure or bear a prominent legend evidencing the fact that such shares are subject to such lock-up provisions described in this Section 5.15. Prior to the Closing Date, the holders of Founder Common Stock (or any securities issued upon conversion thereof or exchanged therefor), all of which holders are identified on Schedule 5.15 of the Parent Schedule, will amend the lock-up provisions applicable to such Founder Common Stock (or any securities issued upon exercise thereof or exchanged therefor) so that such lock-up provisions are consistent with the Lock-Up Agreement, and such amendment shall be executed and delivered by such holders prior to the Initial Effective Time.

5.16 Registration Rights Agreement. Prior to the Closing Date, Parent and the Company shall enter into a registration rights agreement in form and substance reasonably acceptable to Parent and the Company (the “Registration Rights Agreement”) pursuant to which the Company Members and certain other parties thereto will be granted certain registration rights relating to the aggregate Per Share Merger Consideration to be received by them herein. Parent shall use commercially reasonable efforts to terminate the Registration Rights Agreement, dated as of January 25, 2021, by and among Parent and the Parent Stockholders party thereto (as amended, the “Parent Registration Rights Agreement”), prior to the Closing and shall offer the Parent Stockholders who are party to the Parent Registration Rights Agreement prior to the Closing the opportunity to enter into the Registration Rights Agreement in connection with the consummation of the transactions contemplated hereby.

5.17 Intended Tax Treatment; Tax Opinions.

(a) On or after the date hereof, none of the Parties shall take (or cause their Affiliates or subsidiaries to take) any action, or fail (or cause their Affiliates or subsidiaries to fail) to take any action, which action or failure to act would reasonably be expected to prevent or impede the Mergers, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code (the “Intended Tax Treatment”). The Parties

A-45

will report the Mergers on all Returns in a manner consistent with such Intended Tax Treatment, including attaching the statement described in Treasury Regulations Section 1.368-3(a) on or with its Return for the taxable year of the Mergers, and no Party will take a position inconsistent with such treatment, unless required to do otherwise pursuant to a final determination as defined in Section 1313(a) of the Code (or pursuant to any similar provision of applicable state, local or foreign Laws).

(b) Each Party shall promptly notify the other Parties in writing if, before the Closing Date, such Party knows or has reason to believe that the Mergers may not qualify for the Intended Tax Treatment (and whether the terms of this Agreement could be reasonably amended in order to facilitate the Mergers qualifying for the Intended Tax Treatment).

(c) In the event that either Parent or the Company seeks a tax opinion from its respective tax advisor regarding the tax treatment of the Mergers, or the SEC requests or requires a tax opinion, each Party shall use commercially reasonable efforts to execute and deliver customary tax representation letters to the applicable tax advisor in form and substance reasonably satisfactory to such advisor.

5.18 Incentive Equity Plan. Prior to the Closing Date, Parent shall cause to be adopted the Parent Plan, the proposed form and terms of which shall be prepared and delivered by the Company and which shall be reasonably acceptable to Parent.

5.19 PIPE Investment. Parent shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the PIPE Investment on the terms set forth in the PIPE Documents, including using Parent’s commercially reasonable efforts to (i) maintain in full force and effect the PIPE Documents in accordance with the terms thereof, (ii) satisfy on a timely basis all conditions to obtaining the PIPE Investment set forth in the PIPE Documents that are applicable to Parent or any of its Subsidiaries and within the control of Parent or any of its Subsidiaries, and to consummate the PIPE Investment at or prior to the Closing, including using its commercially reasonable efforts to cause the investor parties thereto to fund the PIPE Investment at the Closing, (iii) comply on a timely basis with Parent’s obligations under the PIPE Documents and (iv) enforce its rights under the PIPE Documents, including (at the request of the Company and only if Parent and its Subsidiaries have sufficient funds) by filing one or more lawsuits against the investor parties thereto to fully enforce the investors’ obligations (and the rights of Parent) thereunder or assigning the rights of Parent to bring such lawsuits to the Company so as to enable the Company to file such lawsuits against the investors on behalf of Parent. Parent shall promptly provide the Company with copies of all documents relating to the PIPE Investment and shall give the Company prompt written notice upon becoming aware of (A) any breach or default (or any event or circumstance which, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default) by any party to any of the PIPE Documents, (B) any actual or potential failure to carry out any of the terms of any of the PIPE Documents, (C) any actual or threatened termination or repudiation of any of the PIPE Documents by any party thereto, (D) any material dispute or disagreement between or among any of the parties to any of the PIPE Documents or (E) the occurrence of an event or development that Parent reasonably expects to have a material and adverse impact on the ability of Parent to obtain all or any portion of the PIPE Investment. Without the prior written consent of the Company, Parent shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, any of the PIPE Documents (including, any amendment, modification or waiver that (v) adversely affects the availability of all or any portion of the PIPE Investment, (w) adversely affects the termination provisions of, or would result in the termination of, any of the PIPE Documents, (x) reduces the aggregate amount of the PIPE Investment, (y) imposes additional conditions precedent to the availability of the PIPE Investment or amends or modifies any of the existing conditions to the funding of the PIPE Investment or (z) adversely impacts the ability of Parent to enforce its rights against the investors under any of the PIPE Documents), or release or consent to the termination of the obligations of the investors under any of the PIPE Documents.

A-46

5.20 Company Member Approval. The Company shall, as promptly as practicable after the SEC Approval Date, give notice in accordance with the DLLCA and the Company’s Charter Documents to all of its members calling for a special meeting of such members to consider and vote upon this Agreement and the Mergers and the other transactions contemplated hereby, and shall hold such meeting as promptly as practicable after such notice is given (“Company Member Meeting”). The Company shall timely send copies of the Proxy Statement/Prospectus and all other relevant information and documentation to its members in connection with the Company Member Meeting. The Company and its board of managers shall cause the Company Member Meeting to take place in accordance with the foregoing and in compliance with the DLLCA and the Company’s Charter Documents and use commercially reasonable efforts to secure the Company Member Approval at the Company Member Meeting. Notwithstanding the foregoing, at the election and option of the Company, the Company shall be permitted to obtain the Company Member Approval, without a need for calling a Company Member Meeting, by obtaining the written consent of holders of Company Membership Interests representing the Company Member Approval that is executed and delivered by such holders after the SEC Approval Date and the Proxy Statement/Prospectus is delivered to such holders; provided, that, in the event that the Company elects to obtain the Company Member Approval pursuant to such written consent, consents with respect to this Agreement, the Mergers and the other transactions contemplated hereby will be solicited from all holders of Company Membership Interests. The Company shall use its reasonable best efforts to cause the Company Members (i) to vote (in person, by proxy or by action by written consent, as applicable) all of their Company Membership Interests in favor of, and adopt, the Mergers and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate the Mergers and (ii) to execute and deliver all related documentation and take such other action in support of the Mergers as shall reasonably be requested by the Company in connection with the Mergers.

5.21 Crypto Option. Prior to the Closing Date, the Company shall exercise the Crypto Option and the Company, PEAK6 and Parent shall use, and shall cause their respective Affiliates to use, their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by the Crypto Option Agreement. Without limiting the generality of the foregoing, the Company and PEAK6 shall use, and shall cause their respective Affiliates to use, their reasonable best efforts to obtain the Required Consents (as defined in the Crypto Option Agreement) and satisfy all other conditions to closing the transactions contemplated by the Crypto Option Agreement as promptly as practicable. The Company and PEAK6 shall consummate the transactions contemplated by the Crypto Option Agreement promptly after the conditions to closing thereof are satisfied or, to the extent permitted by applicable law and in accordance with the immediately following sentence, waived. The Company and PEAK6 shall maintain in full force and effect the Crypto Option Agreement on the terms in effect as of the date hereof, and shall amend, supplement, terminate or otherwise modify, or waive any provision thereof, only with the consent of (and shall agree to waive any condition (other than a required regulatory approval) to closing at the reasonable direction of), prior to the Closing Date, Parent and, after the Closing and for as long as any such Person is serving on Parent’s board of directors, a majority of those Persons serving on Parent’s board of directors after the Closing Date who served on Parent’s board of directors immediately prior to the Closing Date.

ARTICLE VI

CONDITIONS TO THE TRANSACTION

6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each Party to this Agreement to effect the Mergers shall be subject to the satisfaction as of the Closing Date of the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such Parties:

(a) Parent Stockholder Matters. The Stockholder Matters shall have been duly approved and adopted by the affirmative vote of the Parent Stockholders required under Parent’s Charter Documents and the DGCL.

A-47

(b) Parent Net Tangible Assets. Parent shall have, either immediately prior to or upon the Closing, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) following the exercise by holders of shares of Parent Common Stock issued in Parent’s initial public offering of securities and outstanding immediately before the Closing of their right to convert their shares into a pro rata share of the Trust Fund in accordance with Parent’s Charter Documents.

(c) HSR Act; No Order. All specified waiting periods under the HSR Act shall have expired, and no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Mergers illegal or otherwise prohibiting consummation of the Mergers, substantially on the terms contemplated by this Agreement, or affecting materially and adversely the right of the Final Surviving Company to own, operate or control a material portion of the material assets and operations of the Company and its Subsidiaries, taken as a whole, following the Mergers.

(d) No Litigation. No action, suit or proceeding shall be pending or threatened by any Governmental Entity which is reasonably likely to (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affect materially and adversely the right of the Final Surviving Company to own, operate or control a material portion of the material assets and operations of the Company and its Subsidiaries, taken as a whole, following the Mergers.

(e) FINRA Approval. Either (i) approval by FINRA of Form CMA shall have been obtained, which approval shall be in full force and effect, or (ii) (A) thirty (30) calendar days shall have passed since FINRA accepted the Form CMA as substantially complete, (B) the Company has (or its applicable Subsidiaries have) notified FINRA that the Parties intend to consummate the Closing pursuant to FINRA Rule 1017(c)(1) prior to FINRA approval, and (C) during the period from the filing of the Form CMA to the Closing, either (1) FINRA shall not have advised in writing that the Parties are prohibited from consummating the Closing without FINRA approval in accordance with FINRA Rule 1017(c)(1) (a “Transaction Hold”), or (2) if FINRA has imposed a Transaction Hold, it has thereafter withdrawn it.

(f) Proxy Statement. The Proxy Statement/Prospectus (including the Form S-4) shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to the Proxy Statement/Prospectus, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending.

(g) Company Member Approval. The Company Member Approval shall have been obtained.

(h) Merger Shares. The Parent Common Stock comprising the aggregate Per Share Merger Consideration to be issued pursuant to this Agreement shall have been approved for listing on the NYSE, subject only to official notice of issuance thereof and public holder requirements.

(i) PIPE Investment. Prior to or concurrently with the Closing, proceeds from the consummation of the PIPE Investment in an aggregate amount not less than $300 million shall have been received by Parent.

6.2 Additional Conditions to Obligations of the Company. The obligations of the Company to consummate and effect the Mergers shall be subject to the satisfaction as of the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

(a) Representations and Warranties. Each representation and warranty of Parent and each Merger Sub (i) contained in Sections 3.1, 3.2, 3.3(a), 3.3(b), 3.3(c), 3.3(d), 3.3(e), 3.3(g), 3.3(h), 3.4 and 3.5(a)(i) shall be true and correct in all respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such

A-48

earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, be reasonably expected to result in more than de minimis additional cost, expense or liability to the Company, Parent, Merger Subs or their Affiliates and (ii) contained in the other Sections of Article III shall be true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date), except, in either case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a Material Adverse Effect with respect to Parent. The Company shall have received a certificate with respect to the foregoing signed on behalf of Parent by an authorized officer of Parent (“Parent Closing Certificate”).

(b) Agreements and Covenants. Parent and Merger Subs shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date in all material respects, and the Parent Closing Certificate shall include a provision to such effect.

(c) Material Adverse Effect. No Material Adverse Effect with respect to Parent shall have occurred since the date of this Agreement which is continuing as of the Closing, and the Parent Closing Certificate shall include a provision to such effect.

(d) Registration Rights Agreement. The Registration Rights Agreement shall have been executed and delivered and shall be in full force and effect.

(e) Governing Documents. The certificate of incorporation of Parent, in a form reasonably acceptable to Parent and the Company, shall have been filed with the Secretary of State of the State of Delaware and Parent shall have adopted bylaws in a form reasonably acceptable to Parent and the Company.

(f) Resignations. Other than the persons listed in Schedule 6.2(f) of the Company Schedule, all persons shall have resigned from all of their positions and offices with Parent and Merger Subs.

(g) Parent Registration Rights Agreement. The Parent Registration Rights Agreement shall have been terminated.

(h) Amendment to Lock-Up Provisions. An amendment to the existing lock-up provisions making such lock-up provisions consistent with the Lock-Up Agreement pursuant to Section 5.15 shall have been executed and delivered by the holders identified in Schedule 5.15 of the Parent Schedule and shall be in full force and effect.

6.3 Additional Conditions to the Obligations of Parent and Merger Subs. The obligations of Parent and Merger Subs to consummate and effect the Merger shall be subject to the satisfaction as of the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

(a) Representations and Warranties. Each representation and warranty of the Company and the Stockholders (i) contained in Sections 2.1, 2.2, 2.3(a), 2.3(b), 2.3(c), 2.3(d), 2.3(e), 2.4 and 2.5(a)(i) shall be true and correct in all respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, be reasonably expected to result in more than de minimis additional cost, expense or liability to the Company, Parent, Merger Subs or their Affiliates and (ii) contained in the other Sections of Article II shall be true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) as of the Closing Date as though then made

A-49

(except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date), except, in either case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a Material Adverse Effect on the Company. Parent shall have received a certificate with respect to the foregoing signed on behalf of the Company by an authorized officer of the Company (“Company Closing Certificate”).

(b) Agreements and Covenants. The Company and its Subsidiaries shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by them at or prior to the Closing Date in all material respects, and the Company Closing Certificate shall include a provision to such effect.

(c) Material Adverse Effect. No Material Adverse Effect with respect to the Company shall have occurred since the date of this Agreement which is continuing as of the Closing, and the Company Closing Certificate shall include a provision to such effect.

(d) Updated Financial Statements. The Updated Financial Statements shall have been delivered by the Company to Parent as and if required in accordance with Section 4.4.

(e) Lock-Up Agreement. The Lock-Up Agreement shall have been executed and delivered by the Company Members identified in Schedule 5.15 of the Company Schedule and shall be in full force and effect.

(f) FIRPTA Tax Certificates. At Closing, the Company shall deliver to Parent a properly executed certification dated as of the Closing Date that meets the requirements of Treasury Regulations Section 1.1445-2(c)(3) and states that shares of the Company are not “U.S. real property interests” within the meaning of Section 897 of the Code, together with a written authorization for Parent to deliver such certification to the IRS on behalf of the Company after the Closing and a notice to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2).

ARTICLE VII

TERMINATION

7.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written agreement of Parent and the Company at any time;

(b) by either Parent or the Company if the Mergers shall not have been consummated by November 30, 2021 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 7.1(b) shall not be available to any Party whose action or failure to act has been a principal cause of or primarily resulted in the failure of the Mergers to occur on or before such date and such action or failure to act constitutes a breach of this Agreement;

(c) by either Parent or the Company if a Governmental Entity shall have issued an order, decree, judgment or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Mergers, which order, decree, ruling or other action is final and nonappealable;

(d) by the Company, upon a material breach of any representation or warranty set forth in Article III, or any covenant or agreement on the part of Parent or a Merger Sub set forth in this Agreement, or if any representation or warranty set forth in Article III shall have become untrue, in either case such that (i) the conditions set forth in Article VI would not be satisfied as of the time of such breach or as of the time such

A-50

representation or warranty shall have become untrue and (ii) such breach by Parent or a Merger Sub is incapable of being cured by the Outside Date or, if curable, is not cured by the Outside Date (it being understood that the Company may not terminate this Agreement pursuant to this Section 7.1(d) if it is, at the time of such attempted termination, in material breach of this Agreement);

(e) by Parent, upon a material breach of any representation or warranty set forth in Article II, or any covenant or agreement on the part of the Company or Company Member set forth in this Agreement, or if any representation or warranty set forth in Article II shall have become untrue, in either case such that (i) the conditions set forth in Article VI would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue and (ii) such breach by the Company or a Company Member is incapable of being cured by the Outside Date or, if curable, is not cured by the Outside Date (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(e) if it is, at the time of such attempted termination, in material breach of this Agreement);

(f) by Parent, if the Company shall have failed to deliver the Member Support Agreements within one (1) Business Day following the execution of this Agreement;

(g) by the Company, if Parent shall have failed to deliver the Sponsor Support Agreements within one (1) Business Day following the execution of this Agreement; or

(h) by either Parent or the Company if, either immediately prior to or upon the Closing, following consummation of the Mergers, Parent will have less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) following the exercise by the holders of shares of Parent Common Stock issued in Parent’s initial public offering of their rights to convert the shares of Parent Common Stock held by them into cash in accordance with Parent’s Charter Documents.

7.2 Notice of Termination; Effect of Termination.

(a) Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties hereto.

(b) In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and the Mergers shall be abandoned, except for and subject to the following: (i) Sections 4.2(a), 5.7, 7.2 and 7.3 and Article VIII (General Provisions) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party from liability for any intentional and willful breach of this Agreement by such Party occurring prior to such termination.

7.3 Fees and Expenses. Except as otherwise set forth herein, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses whether or not the Mergers are consummated.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Notices. All notices and other communications among the Parties hereto shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed

A-51

during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:

if to Parent, to:

Northern Star Investment Corp. II

c/o Graubard Miller

The Chrysler Building

405 Lexington Avenue, 11^th Floor

New York, New York 10174

Attention: Joanna Coles and Jonathan J. Ledecky

E-mail: joanna@northernstaric.com / jledecky@hockeyny.com

with a copy to:

Graubard Miller

The Chrysler Building

405 Lexington Avenue, 11^th Floor

New York, New York 10174

Attention: David Alan Miller / Jeffrey M. Gallant

E-mail: dmiller@graubard.com / jgallant@graubard.com

if to the Company to:

Apex Clearing Holdings LLC

350 N St. Paul Street, Suite 1300

Dallas, Texas 75201

Attention: Bill Capuzzi & Legal Department

Email: legal@peak6.com

with a copy to:

Sidley Austin LLP

One South Dearborn Street

Chicago, IL 60603

Attention: Chris Abbinante / Jeffrey N. Smith / Michael P. Heinz/ Ryan Scofield

Email: cabbinante@sidley.com / jnsmith@sidley.com / mheinz@sidley.com / rscofield@sidley.com

8.2 Interpretation. The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context shall require, any pronoun shall include the corresponding masculine, feminine and neuter forms. When a reference is made in this Agreement to an Exhibit or Schedule, such reference shall be to an Exhibit or Schedule to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections or subsections, such reference shall be to a Section or subsection of this Agreement. Unless otherwise indicated the words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Reference to the Subsidiaries of an entity shall be deemed to include all direct and indirect Subsidiaries of such entity. References to a document or item of information having been “made available” will be deemed to include the posting of such document or item of information in an electronic data room accessible by Parent or any of its representatives. For purposes of this Agreement:

(a) the term “Affiliate” shall mean, as applied to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under

A-52

common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise;

(b) the term “Ancillary Agreements” shall mean the Member Support Agreements, the Sponsor Support Agreement, the PIPE Documents, the Registration Rights Agreement, the Parent Registration Rights Agreement, the Lock-Up Agreements, and the other documents to be delivered pursuant to or in connection with this Agreement;

(c) the term “Anti-Corruption Laws” means the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the UN Convention against Corruption, the United States Foreign Corrupt Practices Act of 1977, the United States Currency and Foreign Transactions Reporting Act of 1970, as amended, and any other Law in any jurisdiction in which the Company or any Subsidiary conducts business or provides or offers goods or services which (i) prohibits the conferring of any gift, payment or other benefit on any Person or any officer, employee, agent, or advisor of such Person, and/or (ii) is broadly equivalent to any of the foregoing or was intended to enact the provisions of any of the foregoing, or which has as its objective the prevention of corruption;

(d) the term “Anti-Money Laundering Laws” means all applicable laws, regulations, administrative orders, and decrees concerning or relating to the prevention of money laundering or countering the financing of terrorism, including, without limitation, the Currency and Financial Transactions Reporting Act of 1970, as amended by the USA PATRIOT Act, which legislative framework is commonly referred to as the “Bank Secrecy Act,” and the rules and regulations thereunder;

(e) the term “B/D Subsidiary” means each of Apex Clearing Corporation and Electronic Transactions Clearing Holdings, Inc.;

(f) the term “Business Data” shall mean all business information and data, including Personal Information (whether of employees, contractors, consultants, customers, consumers, or other Persons and whether in electronic or any other form or medium) that is accessed, collected, used, stored, shared, distributed, transferred, disclosed, destroyed, disposed of or otherwise processed by any of the Business Systems or otherwise in the course of the conduct of the business of the Company;

(g) the term “Business Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close;

(h) the term “Business Systems” shall mean all Software (including Company Products), computer hardware (whether general or special purpose), electronic data processing, information, record keeping, communications, telecommunications, networks, interfaces, platforms, servers, peripherals, and computer systems, including any outsourced systems and processes, that are owned or used in the conduct of the business of the Company;

(i) the term “CEA” means the Commodity Exchange Act;

(j) the term “CFTC” means the U.S. Commodity Futures Trading Commission;

(k) the term “Company Intellectual Property” shall mean any Intellectual Property that is owned by the Company, including Software developed by the Company;

(l) the term “Company Licensed Intellectual Property” shall mean any Intellectual Property that is owned by a third party and licensed to the Company, including Software developed by the Company;

A-53

(m) the term “Company Member Approval” shall mean approval (including by written consent) of this Agreement and the Mergers by holders of a majority of the issued and outstanding Company Membership Interests;

(n) the term “Company Products” shall mean all current versions of products or service offerings of the Company;

(o) the term “Company Registered Intellectual Property” shall mean all of the Registered Intellectual Property owned by the Company;

(p) the term “Continuing Director” shall mean Joanna Coles;

(q) the term “Copyrights” shall mean all copyrights, copyrights registrations and applications therefor, and all other rights corresponding thereto throughout the world;

(r) the term “COVID-19” shall mean SARS-CoV2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemics or disease outbreaks;

(s) the term “COVID-19 Measures” shall mean any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar requirement of Law, directive, guidelines or recommendations promulgated by any Governmental Entity, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), as signed into law by the President of the United States on March 27, 2020 and the Families First Coronavirus Response Act, as signed into law by the President of the United States on March 18, 2020;

(t) the term “Crypto Option” means the Company’s option, pursuant to the Crypto Option Agreement, to acquire the Applicable Assets (as defined in the Crypto Option Agreement) for an exercise price of $1.00 plus any Additional Contributions (as defined in the Crypto Option Agreement);

(u) the term “Crypto Option Agreement” means that certain Contribution Agreement, dated as of February 12, 2021, by and between the Company and PEAK6, and the Apex Crypto Option, dated as of February 12, 2021, granted by PEAK6 to the Company, attached thereto;

(v) the term “Economic Sanctions Law” means any economic or financial sanctions administered by OFAC, the United States State Department, the United States Department of the Treasury, the European Union, the United Nations, or any other national, international or multinational economic sanctions authority of the jurisdictions where the Company or any of its Subsidiaries conducts business or provides or offers goods or services;

(w) the term “Employment Agreement” means each employment, severance, consulting, non-compete, or other similar contract or agreement providing for compensation or benefits between the Company or any of its Subsidiaries, on the one hand, and any individual employee, on the other hand, under which the Company or any applicable Subsidiary has any obligation; provided that in no event shall the term include (i) customary offer letters used in the ordinary course of business or (ii) any contract or agreement terminable at-will and without severance or other payment obligations triggered by any such at-will termination;

(x) the term “Environmental Law” shall mean any federal, state, local or foreign law, regulation, order, decree, permit, or authorization, relating to: (i) releases or threatened releases of Hazardous Substances or materials containing Hazardous Substances; (ii) the handling, use, transport, treatment, storage or disposal of any Hazardous Substance or (iii) pollution or protection of the environment or natural resources;

(y) the term “Exchange Ratio” shall mean (i) 470,000,000 divided by (ii) 158,428.8688;

A-54

(z) the term “Export Control Laws” means all U.S. import and export laws (including those laws under the authority of U.S. Departments of Commerce (Bureau of Industry and Security) codified at 15 CFR, Parts 700-799; Homeland Security (Customs and Border Protection) codified at 19 CFR, Parts 1-199; State (Directorate of Defense Trade Controls) codified at 22 CFR, Parts 103, 120-130; and Treasury (Office of Foreign Assets Control) codified at 31 CFR, Parts 500-599), United States Executive Order 13224, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, and all comparable applicable laws outside the United States;

(aa) the term “FCM Subsidiary” means each Subsidiary of the Company that is registered with the CFTC and the NFA as a Futures Commission Merchant;

(bb) the term “FINRA” shall mean the Financial Industry Regulatory Authority, Inc. and any successor thereto;

(cc) the term “Form S-4” shall mean the registration statement on Form S-4 of Parent with respect to registration of the Parent Common Stock to be issued in connection with the Initial Merger;

(dd) the term “Governmental Action/Filing” shall mean any franchise, license, certificate of compliance, authorization, consent, order, permit, approval, consent or other action of, or any filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority;

(ee) the term “Governmental Entity” shall mean any foreign or United States, supranational, multinational, national, federal, state, territorial, provincial or local government, and any other body exercising under the Laws thereof any executive, judicial or regulatory function of or pertaining to government, including any court, administrative agency, commission, governmental or regulatory authority, self-regulatory organization (including FINRA or the NFA) or similar body, domestic or foreign;

(ff) the term “Hazardous Substance” shall mean any substance that is: (i) listed, classified or regulated pursuant to any Environmental Law; (ii) any petroleum product or by-product, asbestos-containing material, polychlorinated biphenyls, radioactive materials or radon; or (iii) any other substance which is regulated by any Governmental Entity pursuant to any Environmental Law;

(gg) the term “Insider” shall mean any individual who is an officer, director or employee of the Company or any of its Subsidiaries;

(hh) the term “Insurance Policies” shall mean all material insurance policies and material fidelity and surety bonds covering the assets, business, equipment, properties, operations, employees, officers and directors;

(ii) the term “Intellectual Property” shall mean any or all of the following and all worldwide common law and statutory rights in, arising out of, or associated therewith: (i) Patents; (ii) inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know how, technology, technical data and customer lists, and all documentation relating to any of the foregoing; (iii) Copyrights; (iv) Software; (v) domain names, uniform resource locators and other names and locators associated with the Internet (vi) industrial designs and any registrations and applications therefor; (vii) Trademarks; (viii) all databases and data collections and all rights therein; (ix) all moral and economic rights of authors and inventors, however denominated, and (x) any similar or equivalent rights to any of the foregoing (as applicable);

(jj) the term “knowledge” shall mean actual knowledge or awareness as to a specified fact or event (i) in the case of the Company, of William Capuzzi, William Brennan, Christopher Springer and Bryan Jacobsen, and (ii) in the case of Parent or Merger Subs, Joanna Coles, Jonathan Ledecky and James Brady;

A-55

(kk) the term “Law” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity;

(ll) the term “Lien” shall mean any mortgage, pledge, security interest, encumbrance, lien, restriction or charge of any kind (including, any conditional sale or other title retention agreement or lease in the nature thereof, any sale with recourse against the seller or any Affiliate of the seller, or any agreement to give any security interest);

(mm) the term “Lookback Date” shall mean June 30, 2018;

(nn) the term “Material Adverse Effect” when used in connection with the Company or Parent, as the case may be, shall mean any change, event, occurrence or effect, individually or when aggregated with other changes, events, occurrences or effects, (A) that has a materially adverse effect on the business or financial condition of the Company and its Subsidiaries, taken as whole, or Parent and Merger Subs, taken as a whole, as applicable or (B) would prevent, materially delay or materially impede the performance by the Company or Parent or Merger Subs of their respective obligations under this Agreement or the consummation of the Mergers or any of the other transactions contemplated herein, provided however that none of the following (or the effect of any of the following) alone or in combination shall be deemed, in and of itself, to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect: any changes, events, occurrences or effects arising out of, resulting from or attributable to (i) acts of war, sabotage, civil or political unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil or political unrest or terrorism, (ii) earthquakes, hurricanes, tornados or other natural or man-made disasters, acts of God or other force majeure events, (iii) any pandemic, epidemic, plague or other general outbreak of illness, including COVID-19, (iv) any proposal, enactment or change in interpretation of, or other change in, applicable Laws or U.S. GAAP (or equivalent accounting practice in any other jurisdiction), (v) general conditions in the industries in which the Company or any of its Subsidiaries operate, (vi) the failure, in and of itself, of the Company or any of its Subsidiaries to meet any internal or published projections, forecasts, estimates or predictions in respect of revenue, earnings or other financial or operating metrics before, on or after the date of this Agreement, or changes in the credit rating of the Company or any of its Subsidiaries (it being understood that the underlying facts giving rise or contributing to such failure or change may be taken into account in determining whether there has been a Material Adverse Effect if not otherwise excluded from consideration by other clauses set forth in this proviso), (vii) changes attributable to the public announcement or pendency of the transactions contemplated hereby or the performance of this Agreement, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, distributors, partners, providers and employees, (viii) any change in interest rates or economic, political, business, financial, commodity, currency or market conditions generally, (ix) COVID-19 Measures or other mandates, orders or other requirements imposed by, or guidance given by, any Governmental Entity in response to COVID-19 or other public health emergency, or (x) any actions taken, or failures to take action, or such other changes or events, in each case, by the Company or its Subsidiaries which Parent has requested or to which it has consented, in each case, expressly in writing or which actions are expressly contemplated by this Agreement; provided, however, in the case of the foregoing clauses (i), (ii), (iii), (iv), (v), (viii) and (ix), in the event that the Company and its Subsidiaries, taken as a whole, are disproportionately affected by such change, event, occurrence or effect relative to other participants in the business and industries in which the Company and its Subsidiaries operate (or, in the case of clauses (i), (ii), (iii), and (ix), as compared to other industry participants in the same impacted geographic areas in which the Company and its Subsidiaries operate), the extent (and only the extent) of such adverse effect, relative to such other participants, on the Company or any of its Subsidiaries may be taken into account in determining whether there has been a Material Adverse Effect;

(oo) the term “NFA” means the National Futures Association;

A-56

(pp) the term “OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury;

(qq) the term “Patents” shall mean all patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof;

(rr) the term “Permitted Liens” shall mean (i) statutory Liens for Taxes, assessments or other governmental charges, in each case, not yet delinquent or the amount or validity of which is being contested in good faith, (ii) mechanics’, carriers’, workers’, repairers’ and similar Liens arising or incurred in the ordinary course of business, (iii) zoning, entitlement and other land use and environmental regulations promulgated by any Governmental Entity, (iv) Liens of public record, (v) covenants, conditions, restrictions, easements, rights of way, encumbrances, defects, imperfections, irregularities of title or other Liens, if any, that would not reasonably be expected to have a Material Adverse Effect, (vi) with respect to any leased real property, (a) the interests and rights of the respective lessors with respect thereto and (b) any Lien permitted under the applicable lease agreement and any ancillary documents thereto, (vii) Liens created by Parent or its successors and assigns, (viii) Liens disclosed in the Company Schedule or the Parent Schedule, including those listed in Schedule 8.2(rr), (ix) Liens (other than monetary liens) incurred in the ordinary course of business since the date of the most recent Financial Statement, (x) licenses to Intellectual Property granted in the ordinary course of business, (xi) Liens securing the Company’s and its Subsidiaries’ existing credit facilities, (xii) statutory or contractual Liens of lessors or Liens on the lessor’s or prior lessor’s interest, and (xiii) other Liens or imperfections on property which are not material in amount or do not materially detract from the value of or materially impair the existing use of the property affected by such Lien or imperfection;

(ss) the term “Person” shall mean any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity;

(tt) the term “Personal Information” shall mean (i) information related to an identified or identifiable individual (e.g., name, address telephone number, email address, financial account number, government-issued identifier), (ii) any other data used or intended to be used or which allows one to identify, contact, or precisely locate an individual, including any internet protocol address or other persistent identifier, and (iii) “personal data,” “personal information,” “nonpublic personal information,” or other similar terms as defined by Privacy/Data Security Laws;

(uu) the term “Privacy/Data Security Laws” shall mean any Requirements of Law relating to data protection, privacy and security, including, to the extent applicable: (i) the Gramm-Leach-Bliley Act; (ii) EU General Data Protection Regulation 2016/679 and the Data Protection Acts 1988 to 2018 of Ireland and all other applicable national Requirements of Law; (iii) the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (SI 336/2011) of Ireland and all other applicable national Requirements of Law implementing European Directive 2002/58/EC; (iv) the California Consumer Privacy Act and its related regulations; (v) and U.S. state Requirements of Law related to data breach notification and data security;

(vv) the term “Proxy Statement/Prospectus” shall mean the proxy statement/prospectus included in the Form S-4, including the proxy statement filed by Parent on Schedule 14A with respect to the Special Meeting to approve the Stockholder Matters, relating to the transactions contemplated by this Agreement which shall constitute a proxy statement of Parent to be used for the Special Meeting to approve the Stockholder Matters (which shall also provide the Parent Stockholders with the opportunity to redeem their shares of Parent Stock in conjunction with a stockholder vote on the Merger Proposal) and a prospectus with respect to the Parent Common Stock to be offered and issued to the Company Members in all cases in accordance with and as required by the Parent’s Charter Documents, applicable Laws, and the rules and regulations of the NYSE;

A-57

(ww) the term “Registered Intellectual Property” shall mean all Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued, filed with, or recorded by any government or other legal authority;

(xx) the term “SEC” shall mean the U.S. Securities and Exchange Commission;

(yy) the term “Software” shall mean all computer software (in object code or source code format), data and databases, and related documentation and materials, including computer software offered as a service;

(zz) the term “Tax” or “Taxes” refers to any and all federal, state, local and foreign taxes, including, gross receipts, income, profits, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, assessments, governmental charges and duties together with all interest, penalties and additions imposed with respect to any such amounts and including any liability of a predecessor entity for any such amounts;

(aaa) the term “Trademarks” shall mean trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefor; and

(bbb) all monetary amounts set forth herein are referenced in United States dollars, unless otherwise noted.

8.3 Counterparts; Electronic Delivery. This Agreement and each other document executed in connection with the transactions contemplated hereby, and the consummation thereof, may be executed in one or more counterparts, all of which shall be considered one and the same document and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party, it being understood that all Parties need not sign the same counterpart. Delivery by electronic transmission to counsel for the other party of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence.

8.4 Entire Agreement; Third Party Beneficiaries. This Agreement, the Ancillary Agreements, and the other documents and instruments and other agreements among the Parties as contemplated by or referred to herein or therein, including the Exhibits and Schedules hereto or thereto, and the Confidentiality Agreement (which will terminate at the Closing) (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties and any of their respective Affiliates with respect to the transactions contemplated hereby; and (b) are not intended to confer upon any other Person any rights or remedies hereunder (except as specifically provided in this Agreement, including Sections 5.10 and 8.16). No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the transactions contemplated by this Agreement exist between the Parties except as expressly set forth or referenced in this Agreement, the Ancillary Agreements and the Confidentiality Agreement.

8.5 Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the Parties hereto. The Parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

8.6 Other Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties hereto agree that irreparable damage would occur in the

A-58

event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other Parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The Parties acknowledge and agree that any Party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 8.6 shall not be required to provide any bond or other security in connection with any such injunction.

8.7 Governing Law. This Agreement shall be governed by and construed in accordance with the internal law of the State of Delaware regardless of the law that might otherwise govern under applicable principles of conflicts of law thereof.

8.8 Consent to Jurisdiction; WAIVER OF TRIAL BY JURY. Each of the Parties hereto irrevocably consents to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware) in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

8.9 Rules of Construction. The Parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

8.10 Assignment. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties; provided, however, that the Company and its Subsidiaries may collaterally assign any of its or their rights hereunder to any of its debt financing sources. Subject to the first sentence of this Section 8.10, this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

8.11 Amendment. This Agreement may be amended by the Parties hereto at any time only by execution of an instrument in writing signed on behalf of each of the Parties. The approval of this Agreement by the stockholders or members, as applicable, of any Party shall not restrict the ability of the board of directors or managers, as applicable, of such Party to authorize such Party to terminate this Agreement in accordance with Section 7.1 or to enter into an amendment to this Agreement pursuant to this Section 8.11.

8.12 Extension; Waiver. At any time prior to the Closing, any Party hereto may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other Parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such Party contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of such Party contained herein. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

A-59

8.13 Schedules. The information furnished in the Schedules is arranged in sections corresponding to the Sections of this Agreement, and the disclosures in any section of the Schedules shall qualify (a) the corresponding Section of this Agreement and (b) other Sections of this Agreement to the extent (notwithstanding the absence of a specific cross-reference), that it is reasonably apparent on its face that such disclosure is also applicable to such other Sections of this Agreement. The Schedules and the information and disclosures contained in such Schedules are intended only to qualify and limit the representations and warranties of the Parties contained in this Agreement and shall not be deemed to expand in any way the scope of any such representation or warranty. The inclusion of any information in the Schedules shall not be deemed to be an admission or acknowledgment that such information is material or outside the ordinary course of business. The inclusion of any fact or information in a Schedule is not intended to be construed as an admission or concession as to the legal effect of any such fact or information in any proceeding between any Party and any Person who is not a Party.

8.14 Nonsurvival of Representations, Warranties and Covenants. None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any Ancillary Agreement or other certificate, statement or instrument delivered pursuant to this Agreement or any Ancillary Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing, and they shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein (or in instruments executed pursuant to this Agreement) that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches to the extent occurring after the Closing and (b) this Article VIII.

8.15 Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the Company, Parent and Merger Subs and then only with respect to the specific obligations set forth herein with respect to such Party. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative of any Party hereto, any Affiliate of any Party hereto or any of the foregoing (any of the foregoing, a “Nonparty Affiliate”) shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Parent or Merger Subs under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

8.16 Release.

(a) Company Release. The Company, on behalf of itself and each of its respective Affiliates, hereby irrevocably waives, releases and discharges, effective as of the Closing, the Company Members and their respective predecessors, successors, Subsidiaries and Affiliates, and any of the Company’s and any of its Subsidiaries’ respective current and former officers, directors, employees, consultants, agents, representatives and advisors, in each case from any and all liabilities and obligations of any kind or nature whatsoever that such Person or its Affiliates has or may have, now or in the future, arising out of, relating to, or resulting from any matter or cause whatsoever arising prior to the Closing, in each case, whether known or unknown, absolute or contingent, liquidated or unliquidated, and whether arising under any agreement or understanding or otherwise, at law or equity, arising out of or in connection with the ownership by the Company Members of the Company Membership Interests, any Person’s service as a manager of the Company and any acts or omissions of any Person on behalf of the Company and any of its Subsidiaries, except for any claim arising out of or in connection with this Agreement or the intentional and knowing fraud or intentional misconduct of any such Company Member or other Person.

(b) Parent Release. Each of Parent and each Merger Sub, on behalf of itself and its Affiliates, hereby irrevocably waives, releases and discharges, effective as of the Closing, the holders of Parent Stock, including the

A-60

Sponsor, and their respective predecessors, successors, Subsidiaries and Affiliates, and any of their respective current and former officers, directors, employees, consultants, agents, representatives and advisors, in each case from any and all liabilities and obligations of any kind or nature whatsoever that such Person or its Affiliates has or may have, now or in the future, arising out of, relating to, or resulting from any matter or cause whatsoever arising prior to the Closing, in each case, whether known or unknown, absolute or contingent, liquidated or unliquidated, and whether arising under any agreement or understanding or otherwise, at law or equity, arising out of or in connection with the ownership by the holders of Parent Class A Stock, any Person’s service as a director of Parent or a director or manager of any of Merger Subs and any acts or omissions of any Person on behalf of Parent or Merger Subs, except for any claim arising out of or in connection with this Agreement or the intentional and knowing fraud or intentional misconduct of any such Person.

8.17 Legal Representation.

(a) The Company, on behalf of its itself and its directors, members, partners, officers, employees and Affiliates, and its respective successors and assigns (all such parties, the “Company Waiving Parties”), hereby irrevocably acknowledges and agrees that all communications, written or oral, between any Person or Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates and their counsel, including Graubard Miller (or any successor), made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or legal proceeding arising out of or relating to, this Agreement, any Ancillary Agreement or the Mergers, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company notwithstanding this Agreement and the Mergers, and instead survive, remain with and are controlled by Parent (the “Parent Privileged Communications”), without any waiver thereof. The Company, on behalf of itself and the Company Waiving Parties, hereby further agrees (i) that no Person may use or rely on any of the Parent Privileged Communications, whether located in the records or email server of Parent or otherwise (including in the knowledge of the officers and employees), in any dispute or legal proceedings against or involving any of the Parties after the Closing, (ii) not to assert that any privilege has been waived as to the Parent Privileged Communications, whether located in the records or email server of Parent or otherwise (including in the knowledge of the officers and employees) and (iii) not to take any action that would result in any subsequent waiver of the privilege respecting the Parent Privileged Communications.

(b) Parent, on behalf of itself and its respective directors, stockholders, partners, officers, employees and Affiliates, and its respective successors and assigns (all such parties, the “Parent Waiving Parties”), hereby irrevocably acknowledge and agree that all communications, written or oral, between any Person or the Company and its Subsidiaries or any of their respective directors, members, partners, officers, employees or Affiliates and their counsel, including Sidley Austin LLP (or any successor), made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or legal proceeding arising out of or relating to, this Agreement, any Ancillary Agreement or the Mergers, or any matter relating to any of the foregoing, are privileged communications that do not pass to Parent or remain with the Company and its Subsidiaries notwithstanding this Agreement and the Mergers, and instead survive, are assigned to, remain with and are controlled by the applicable Company Members (the “Companies Privileged Communications”), without any waiver thereof. Parent, on behalf of itself and the Parent Waiving Parties, hereby further agrees (i) that no Person may use or rely on any of the Company Privileged Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and employees), in any dispute or legal proceedings against or involving any of the Parties after the Closing, (ii) not to assert that any privilege has been waived as to the Company Privileged Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and employees) and (iii) not to take any action that would result in any subsequent waiver of the privilege respecting the Company Privileged Communications.

A-61

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above.

NORTHERN STAR INVESTMENT CORP. II
By:	/s/ Joanna Coles
Name: Joanna Coles
Title: Chief Executive Officer
NSIC II-A MERGER LLC
By: Northern Star Investment Corp. II, its sole member
By:	/s/ Joanna Coles
Name: Joanna Coles
Title: Chief Executive Officer
NSIC II-B MERGER LLC
By:	/s/ Joanna Coles
Name: Joanna Coles
Title: Chief Executive Officer
APEX CLEARING HOLDINGS LLC
By:	/s/ Jay Coppoletta
Name: Jay Coppoletta
Title: Member, Board of Managers
Solely for the purposes of Section 5.21 hereof, PEAK6 INVESTMENTS LLC
By:	/s/ Jay Coppoletta
Name: Jay Coppoletta
Title: Chief Corp. Dev. & Legal Officer

[Signature Page to Agreement and Plan of Reorganization]

A-62

AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION

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”).

RECITALS

WHEREAS, the Parties are parties, along with PEAK6 Investments LLC, solely for purposes of Section 5.21 thereof, to that certain Agreement and Plan of Reorganization, dated as of February 21, 2021 (as amended from time to time, the “Merger Agreement”), pursuant to which Merger Sub I will merge with and into Company (with Company being the surviving entity (the “Initial Surviving Company”)) (the “Initial Merger”), and immediately after the Initial Merger and as part of the same overall transaction, the Initial Surviving Company will merge with and into Merger Sub II (with Merger Sub II being the surviving entity) (the “Final Merger”) and, together with the Initial Merger, the “Mergers”);

WHEREAS, capitalized terms used in this Amendment but not defined herein shall have the meanings provided such terms in the Merger Agreement; and

WHEREAS, pursuant to Section 8.11 of the Merger Agreement, the Merger Agreement may be amended pursuant to a written instrument executed by each Party, and the Parties desire to amend the Merger Agreement and agree as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Parties hereby agree as follows:

1. Exchange Ratio. Section 8.2(y) of the Merger Agreement is hereby deleted in its entirety and replaced with the following:

(y) the term “Exchange Ratio” shall mean (i) 470,000,000 divided by (ii) the number of Company Membership Interests outstanding as of immediately prior to the Closing (excluding, for the avoidance of doubt, the Company Membership Interests issuable upon conversion of the Company Convertible Notes);

2. No Other Modifications. Except as expressly set forth herein, the Merger Agreement shall remain unchanged and in full force and effect. This Amendment and the Merger Agreement shall be read together as one agreement, and all references to “this Agreement” in the Merger Agreement shall be deemed to refer to the Merger Agreement as modified and amended by this Amendment other than references to the “date of this Agreement” or similar references which shall continue to refer to February 21, 2021.

3. Representations and Warranties. Each of the Parties hereby represents and warrants to the other Parties that (a) such Party has all necessary power and authority to execute and deliver this Amendment, (b) the execution and delivery of this Amendment have been duly authorized and approved, (c) no other entity or governing body action on the part of such Party is necessary to authorize the execution and delivery by such Party of this Amendment; and (d) this Amendment has been duly executed and delivered by such Party and, assuming due authorization, execution and delivery of this Amendment by the other Parties hereto, constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, moratorium, or other similar Laws relating to creditors’ rights and general principles of equity.

A-63

4. Counterparts; Electronic Delivery. This Amendment and each other document executed in connection with the transactions contemplated hereby, and the consummation thereof, may be executed in counterparts, all of which shall be considered one and the same document and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party, it being understood that all Parties need not sign the same counterpart. Delivery by electronic transmission to counsel for the other Party of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence.

5. Miscellaneous. Section 8.2 (Interpretation), Section 8.4 (Entire Agreement, Third Party Beneficiaries), Section 8.5 (Severability), Section 8.7 (Governing Law), Section 8.8 (Consent to Jurisdiction, WAIVER OF TRIAL BY JURY), Section 8.9 (Rules of Construction), Section 8.10 (Assignment), Section 8.11 (Amendment), Section 8.12 (Extension; Waiver), 8.14 (Nonsurvival of Representations, Warranties and Covenants), and 8.15 (Non-Recourse) and Section 8.17 (Legal Representation) of the Merger Agreement are each hereby incorporated into this Amendment mutatis mutandis.

[Signature Page Follows]

A-64

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above.

NORTHERN STAR INVESTMENT CORP. II
By:	/s/ Joanna Coles
Name:	Joanna Coles
Title:	Chief Executive Officer
NSIC II-A MERGER LLC
By:	/s/ Joanna Coles
Name:	Joanna Coles
Title:	Chief Executive Officer
NSIC II-B MERGER LLC
By:	/s/ Joanna Coles
Name:	Joanna Coles
Title:	Chief Executive Officer

[Signature Page to Amendment to Agreement and Plan of Reorganization]

A-65

APEX FINTECH SOLUTIONS LLC
By:	/s/ Jay Coppoletta
Name:	Jay Coppoletta
Title:	Member, Board of Managers

[Signature Page to Amendment to Agreement and Plan of Reorganization]

A-66

ANNEX B

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

NORTHERN STAR INVESTMENT CORP. II

Pursuant to Sections 242 and 245 of the

Delaware General Corporation Law

Northern Star Investment Corp. II, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows:

1. The name of the Corporation is “Northern Star Investment Corp. II”.

2. The Corporation’s original Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 12, 2020.

3. The Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on January 25, 2021

4. This Second Amended Restated Certificate of Incorporation (this “Certificate”) restates, integrates and amends the Certificate of Incorporation of the Corporation.

5. This Amended and Restated Certificate of Incorporation was duly adopted by joint written consent of the directors and stockholders of the Corporation in accordance with the applicable provisions of Sections 141(f), 228, 242 and 245 of the General Corporation Law of the State of Delaware (“DGCL”).

6. The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in full as follows:

FIRST: The name of the corporation is Apex Fintech Solutions, Inc. (hereinafter sometimes referred to as the “Corporation”).

SECOND: The registered office of the Corporation in the State of Delaware is to be located at c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the DGCL. In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation.

FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,300,000,000 of which 1,200,000,000 shares shall be Common Stock with par value of $0.0001 per share (“Common Stock”), and 100,000,000 shares shall be Preferred Stock with par value of $0.0001 per share.

B-1

A. Preferred Stock. The Board of Directors of the Corporation (the “Board”) is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the DGCL. The Board is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series of Preferred Stock, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof, stated in this Certificate or the resolution of the Board originally fixing the number of shares of such series. If the number of shares of any series of Preferred Stock is so decreased, then the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

B. Common Stock.

(1) Voting.

A. Except as otherwise required by law or this Certificate (including any Preferred Stock Designation), the holders of the Common Stock shall exclusively possess all voting power with respect to the Corporation.

B. Except as otherwise required by law or this Certificate (including any Preferred Stock Designation), the holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the Common Stock are entitled to vote. The holders of shares of Common Stock shall not have cumulative voting rights.

C. Except as otherwise required by law or this Certificate (including any Preferred Stock Designation), at any annual or special meeting of the stockholders of the Corporation, holders of Common Stock, voting together as a single class, shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Notwithstanding the foregoing, except as otherwise required by law or this Certificate (including any Preferred Stock Designation), holders of shares of Common Stock shall not be entitled to vote on any amendment to this Certificate (including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate (including any Preferred Stock Designation) or the DGCL.

(2) Dividends. Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Preferred Stock, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.

(3) Liquidation, Dissolution or Winding Up of the Corporation. Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Preferred Stock, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of shares of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them.

FIFTH:

A. Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to act by written consent, any action required or permitted to be taken

B-2

by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by written consent in lieu of a meeting.

B. Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to call a special meeting of the holders of such series, special meetings of the stockholders of the Corporation may be called only by the chairperson of the Board, the chief executive officer of the Corporation or the Board, and the ability of the stockholders to call a special meeting of the stockholders is hereby specifically denied.

C. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the By-laws.

SIXTH:

A. The number of members of the entire Board shall be fixed, from time to time, exclusively by the Board, in accordance with the by-laws of the Corporation (as amended from time to time in accordance with the provisions hereof and thereof, the “By-laws”), subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, if any.

B. The Board shall be divided into three classes: Class A, Class B and Class C. The number of directors in each class shall be fixed exclusively by the Board of Directors and shall be as nearly equal as possible. The directors in Class A shall be elected for a term expiring at the first annual meeting of stockholders after the date hereof, the directors in Class B shall be elected for a term expiring at the second annual meeting of stockholders after the date hereof and the directors in Class C shall be elected for a term expiring at the third annual meeting of stockholders after the date hereof. Commencing at the first annual meeting of stockholders after the date hereof, and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Except as the DGCL may otherwise require, in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board, including unfilled vacancies resulting from the removal of directors for cause, may be filled only by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the By-laws), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.

SEVENTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

A. Election of directors need not be by ballot unless the By-laws so provide.

B. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to make, alter and repeal the By-laws without the consent of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Certificate. Notwithstanding anything to the contrary contained in this Certificate or any provision of law which might otherwise permit a lesser vote of the stockholders, from and after the first date on which Matthew Hulsizer and Jennifer Just, as managers of PEAK6 LLC, the indirect parent of PEAK6 Investments LLC and PEAK6 Group LLC (together, the “PEAK6 Principals”) no longer beneficially own more than 50% of the of the outstanding shares of Common Stock of the Corporation, the stockholders may adopt, amend, alter or repeal the By-laws only with the

B-3

affirmative vote of the holders of not less than 75 % of the voting power of all outstanding securities of the Corporation generally entitled to vote in the election of directors, voting together as a single class.

C. The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any special meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy), unless a higher vote is required by applicable law, shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interests, or for any other reason.

D. In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of the State of Delaware and of this Certificate.

EIGHTH:

A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL, as it presently exists or may hereafter be amended from time to time. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Neither the repeal or modification of this paragraph A nor, to the fullest extent permitted by the DGCL, any modification of law shall adversely affect any right or protection of a director of the Corporation with respect to events occurring prior to the time of such repeal or modification.

B. The Corporation, to the full extent permitted by Section 145 of the DGCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized hereby.

C. The rights to indemnification and advancement of expenses conferred in this Article EIGHTH of this Certificate shall neither be exclusive of, nor be deemed in limitation of, any rights to which any person may otherwise be or become entitled or permitted under this Certificate, the By-laws, any statute, agreement, vote of stockholders or disinterested directors or otherwise.

NINTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or

B-4

class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

TENTH:

A. Unless a majority of the Board, acting on behalf of the Corporation, consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this Amended and Restated Certificate or the By-laws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Notwithstanding the foregoing, the Court of Chancery of the State of Delaware shall not be the sole and exclusive forum for any of the following actions: (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or, in each case, rules and regulations promulgated thereunder, for which there is exclusive federal or concurrent federal and state jurisdiction.

B. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

C. If any action the subject matter of which is within the scope of paragraph A immediately above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce paragraph A immediately above (an “Enforcement Action”) and (ii) having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

D. If any provision or provisions of this Article TENTH shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article TENTH (including, without limitation, each portion of any sentence of this Article TENTH containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article TENTH.

ELEVENTH: The doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors in circumstances where the application of any such

B-5

doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of this Certificate or in the future, and the Corporation renounces any expectancy that any of the directors or officers of the Corporation will offer any such corporate opportunity of which he or she may become aware to the Corporation. In addition to the foregoing, the doctrine of corporate opportunity shall not apply to any other corporate opportunity with respect to any of the directors or officers of the Corporation unless such corporate opportunity is offered to such person solely in his or her capacity as a director or officer of the Corporation and such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue.

TWELFTH: The Corporation reserves the right to amend, alter or repeal any provision contained in this Certificate, in the manner now or hereafter prescribed by this Certificate and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders of the Corporation by and pursuant to this Certificate in its present form or as hereafter amended are granted subject to the right reserved in this Article TWELFTH. Notwithstanding any other provisions of this Certificate or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any other vote that may be required by law, applicable stock exchange rule or the terms of any series of Preferred Stock, from and after the first date on which the PEAK6 Principals no longer beneficially own more than 50% of the outstanding shares of Common Stock of the Corporation, the stockholders may adopt, amend, alter or repeal this Certificate only with the affirmative vote of the holders of not less than 75% of the voting power of all outstanding securities of the Corporation generally entitled to vote in the election of directors, voting together as a single class.

[Signature Page Follows]

B-6

IN WITNESS WHEREOF, the Corporation has caused this Second Amended and Restated Certificate of Incorporation to be signed by its     , as of the      day of     , 2021.

NORTHERN STAR INVESTMENT CORP. II

[Signature Page to Second Amended and Restated Charter]

ANNEX C

APEX FINTECH SOLUTIONS, INC.

2021 EQUITY INCENTIVE PLAN

I. INTRODUCTION

1.1 Purposes. The purposes of the Apex Fintech Solutions, Inc. 2021 Equity Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining Non-Employee Directors, officers, other employees, consultants, independent contractors and agents and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders.

1.2 Certain Definitions.

“Agreement” shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.

“Board” shall mean the Board of Directors of the Company.

“Change in Control” shall have the meaning set forth in Section 5.8(b).

“Closing” shall mean the closing of the transactions contemplated by the Merger Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Committee” shall mean the Compensation Committee of the Board, or a subcommittee thereof, or such other committee designated by the Board, in each case, consisting of two or more members of the Board, each of whom is intended to be (i) a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act and (ii) “independent” within the meaning of the rules of the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, within the meaning of the rules of the principal stock exchange on which the Common Stock is then traded; provided, however, if the Board does not designate a Committee to administer the Plan, the Board shall serve as the Committee and references herein to the Committee shall refer to the Board; provided, however, that so long as the Company qualifies as a “controlled company” within the listing standards of the New York Stock Exchange, only a majority of the members of the Committee must meet the requirement of clause (ii) above.

“Common Stock” shall mean the common stock, par value $0.0001 per share, of the Company, and all rights appurtenant thereto.

“Company” shall mean Apex Fintech Solutions, Inc., a corporation organized under the laws of the State of Delaware, or any successor thereto.

“Company Voting Securities” shall have the meaning set forth in Section 5.8(b)(1).

“Delay Period” shall have the meaning set forth in Section 5.16.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fair Market Value” shall mean the closing transaction price of a share of Common Stock as reported on the New York Stock Exchange on the date as of which such value is being determined or, if the Common Stock

C-1

is not listed on the New York Stock Exchange, the closing transaction price of a share of Common Stock on the principal national stock exchange on which the Common Stock is traded on the date as of which such value is being determined or, if there are no reported transactions for such date, on the next preceding date for which transactions were reported; provided, however, that the Company may in its discretion use the closing transaction price of a share of Common Stock on the day preceding the date as of which such value is being determined to the extent the Company determines such method is more practical for administrative purposes, such as for purposes of tax withholding. If the Common Stock is not listed on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate and in compliance with Section 409A of the Code.

“Free-Standing SAR” shall mean a SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof to receive, upon exercise, shares of Common Stock (which may be Restricted Stock) or, to the extent set forth in the applicable Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised.

“Incentive Stock Option” shall mean an option to purchase shares of Common Stock that meets the requirements of Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option.

“Incumbent Directors” shall have the meaning set forth in Section 5.8(b)(4).

“Investors” shall mean PEAK6 Group LLC and PEAK6 APX Holdings LLC.

“Merger Agreement” shall mean the Agreement and Plan of Reorganization (“Merger Agreement”) by and among Northern Star Investment Corp. II, NISC II-A Merger LLC, NISC II-B Merger LLC, Apex Clearing Holdings LLC, and PEAK6 Investments LLC, dated February 21, 2021.

“Non-Employee Director” shall mean any director of the Company who is not an officer or employee of the Company or any Subsidiary.

“Nonqualified Stock Option” shall mean an option to purchase shares of Common Stock which is not an Incentive Stock Option.

“Non-Qualifying Transaction” shall have the meaning set forth in Section 5.8(b)(2).

“Other Stock Award” shall mean an award granted pursuant to Section 3.4 of this Plan.

“Performance Award” shall mean a right to receive an amount of cash, Common Stock, or a combination of both, contingent upon the attainment of specified Performance Measures within a specified Performance Period.

“Performance Measures” shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance Period as a condition to the vesting of the holder’s interest, in the case of a Restricted Stock Award, of the shares of Common Stock subject to such award, or, in the case of a Restricted Stock Unit Award, Other Stock Award or Performance Award, to the holder’s receipt of the shares of Common Stock subject to such award or of payment with respect to such award. One or more of the following business criteria for the Company, on a consolidated basis, and/or for specified subsidiaries, business or geographical units or operating areas of the Company, or individual basis, may be used by the Committee in establishing Performance Measures under this Plan: the attainment by a share of Common Stock of a specified

C-2

Fair Market Value for a specified period of time; increase in stockholder value; earnings per share; return on or net assets; return on equity; return on investments; attainment of a level of new customers, return on capital or invested capital; total stockholder return; earnings or income of the Company before or after taxes and/or interest; earnings before interest, taxes, depreciation and amortization (“EBITDA”); EBITDA margin; operating income; revenues; operating expenses, attainment of expense levels or cost reduction goals; market share; cash flow, cash flow per share, cash flow margin or free cash flow; interest expense; economic value created; gross profit or margin; operating profit or margin; net cash provided by operations; price-to-earnings growth; and strategic business criteria, consisting of one or more objectives based on meeting specified goals relating to market penetration, customer acquisition, business expansion, cost targets, customer satisfaction, reductions in errors and omissions, reductions in lost business, management of employment practices and employee benefits, supervision of litigation, supervision of information technology, quality and quality audit scores, efficiency, and acquisitions or divestitures, any combination of the foregoing, or such other goals as the Committee may determine whether or not listed herein. Each such goal may be determined on a pre-tax or post-tax basis or on an absolute or relative basis, and may include comparisons based on current internal targets, the past performance of the Company (including the performance of one or more subsidiaries, divisions, or operating units) or the past or current performance of other companies or market indices (or a combination of such past and current performance). In addition to the ratios specifically enumerated above, performance goals may include comparisons relating to capital (including, but not limited to, the cost of capital), shareholders’ equity, shares outstanding, assets or net assets, sales, or any combination thereof. In establishing a Performance Measure or determining the achievement of a Performance Measure, the Committee may provide that achievement of the applicable Performance Measures may be amended or adjusted to include or exclude components of any Performance Measure, including, without limitation, foreign exchange gains and losses, asset write-downs, acquisitions and divestitures, change in fiscal year, unbudgeted capital expenditures, special charges such as restructuring or impairment charges, debt refinancing costs, extraordinary or noncash items, unusual, infrequently occurring, nonrecurring or one-time events affecting the Company or its financial statements or changes in law or accounting principles. Performance Measures shall be subject to such other special rules and conditions as the Committee may establish at any time.

“Performance Period” shall mean any period designated by the Committee during which (i) the Performance Measures applicable to an award shall be measured and (ii) the conditions to vesting applicable to an award shall remain in effect.

“Restricted Stock” shall mean shares of Common Stock which are subject to a Restriction Period and which may, in addition thereto, be subject to the attainment of specified Performance Measures within a specified Performance Period.

“Restricted Stock Award” shall mean an award of Restricted Stock under this Plan.

“Restricted Stock Unit” shall mean a right to receive one share of Common Stock or, in lieu thereof and to the extent set forth in the applicable Agreement, the Fair Market Value of such share of Common Stock in cash, which shall be contingent upon the expiration of a specified Restriction Period and which may, in addition thereto, be contingent upon the attainment of specified Performance Measures within a specified Performance Period.

“Restricted Stock Unit Award” shall mean an award of Restricted Stock Units under this Plan.

“Restriction Period” shall mean any period designated by the Committee during which (i) the Common Stock subject to a Restricted Stock Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or the Agreement relating to such award, or (ii) the conditions to vesting applicable to a Restricted Stock Unit Award or Other Stock Award remain in effect.

“SAR” shall mean a stock appreciation right which may be a Free-Standing SAR or a Tandem SAR.

C-3

“Stock Award” shall mean a Restricted Stock Award, Restricted Stock Unit Award or Other Stock Award.

“Subsidiary” shall mean any corporation, limited liability company, partnership, joint venture or similar entity in which the Company owns, directly or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests of such entity.

“Substitute Award” shall mean an award granted under this Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, including a merger, combination, consolidation or acquisition of property or stock.

“Tandem SAR” shall mean a SAR which is granted in tandem with, or by reference to, an option (including a Nonqualified Stock Option granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender for cancellation of all or a portion of such option, shares of Common Stock (which may be Restricted Stock) or, to the extent set forth in the applicable Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of shares of Common Stock subject to such option, or portion thereof, which is surrendered.

“Tax Date” shall have the meaning set forth in Section 5.5.

“Ten Percent Holder” shall have the meaning set forth in Section 2.1(a).

1.3 Administration. This Plan shall be administered by the Committee. Any one or a combination of the following awards may be made under this Plan to eligible persons: (i) options to purchase shares of Common Stock in the form of Incentive Stock Options or Nonqualified Stock Options; (ii) SARs in the form of Tandem SARs or Free-Standing SARs; (iii) Stock Awards in the form of Restricted Stock, Restricted Stock Units or Other Stock Awards; and (iv) Performance Awards. The Committee shall, subject to the terms of this Plan, select eligible persons for participation in this Plan and determine the form, amount and timing of each award to such persons and, if applicable, the number of shares of Common Stock subject to an award, the number of SARs, the number of Restricted Stock Units, the dollar value subject to a Performance Award, the purchase price or base price associated with the award, the time and conditions of exercise or settlement of the award and all other terms and conditions of the award, including, without limitation, the form of the Agreement evidencing the award. The Committee may, in its sole discretion and for any reason at any time, take action such that (i) any or all outstanding options and SARs shall become exercisable in part or in full, (ii) all or a portion of the Restriction Period applicable to any outstanding awards shall lapse, (iii) all or a portion of the Performance Period applicable to any outstanding awards shall lapse and (iv) the Performance Measures (if any) applicable to any outstanding awards shall be deemed to be satisfied at the target, maximum or any other level. The Committee shall, subject to the terms of this Plan, interpret this Plan and the application thereof, establish rules and regulations it deems necessary or desirable for the administration of this Plan and may impose, incidental to the grant of an award, conditions with respect to the award, such as limiting competitive employment or other activities. All such interpretations, rules, regulations and conditions, including any determinations made by the Committee with respect to this Plan or any award hereunder, shall be final, conclusive, and binding on all parties.

The Committee may delegate some or all of its power and authority hereunder to the Board (or any members thereof) or, subject to applicable law, to a subcommittee of the Board, a member of the Board, the Chief Executive Officer or other executive officer of the Company as the Committee deems appropriate; provided, however, that the Committee may not delegate its power and authority to a member of the Board, the Chief Executive Officer or other executive officer of the Company with regard to the selection for participation in this Plan of an officer, director or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, pricing or amount of an award to such an officer, director or other person.

No member of the Board or Committee, and neither the Chief Executive Officer nor any other executive officer to whom the Committee delegates any of its power and authority hereunder, shall be liable for any act,

C-4

omission, interpretation, construction or determination made in connection with this Plan or any award hereunder in good faith, and the members of the Board and the Committee and the Chief Executive Officer or other executive officer shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law (except as otherwise may be provided in the Company’s Certificate of Incorporation and/or By-laws) and under any directors’ and officers’ liability insurance that may be in effect from time to time.

1.4 Eligibility. Participants in this Plan shall consist of such officers, other employees, Non-Employee Directors, consultants, independent contractors, agents, and persons expected to become officers, other employees, Non-Employee Directors, consultants, independent contractors and agents of the Company and its Subsidiaries as the Committee in its sole discretion may select from time to time. The Committee’s selection of a person to participate in this Plan at any time shall not require the Committee to select such person to participate in this Plan at any other time. Except as otherwise provided for in an Agreement, for purposes of this Plan, references to employment by the Company shall also mean employment by a Subsidiary, and references to employment shall include service as a Non-Employee Director, consultant, independent contractor or agent. The Committee shall determine, in its sole discretion, the extent to which a participant shall be considered employed during an approved leave of absence. The aggregate value of cash compensation and the grant date fair value of shares of Common Stock that may be awarded or granted during any fiscal year of the Company to any Non-Employee Director shall not exceed $800,000 (or, in the case of the Company’s independent, non-executive Chair of the Board or lead independent director, $900,000); provided, however, that this limit shall not apply to distributions of previously deferred compensation under a deferred compensation plan maintained by the Company or compensation received by the director in his or her capacity as an executive officer or employee of the Company.

1.1 Shares Available. Subject to adjustment as provided in Section 5.7 and to all other limits set forth in this Plan, the number of shares of Common Stock that shall initially be available for all awards under this Plan, other than Substitute Awards, shall be equal to 10% of the aggregate number of shares of Common Stock outstanding upon the Closing. Subject to adjustment as provided in Section 5.7, no more than 56,000,000 shares of Common Stock in the aggregate may be issued under this Plan in connection with Incentive Stock Options. The number of shares of Common Stock that remain available for future grants under this Plan shall be reduced by the sum of the aggregate number of shares of Common Stock that become subject to outstanding options, outstanding Free-Standing SARs, outstanding Stock Awards and outstanding Performance Awards denominated in shares of Common Stock, in each case, other than Substitute Awards.

To the extent that shares of Common Stock subject to an outstanding option, SAR, Stock Award or Performance Award granted under this Plan, other than Substitute Awards, are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award (excluding shares subject to an option cancelled upon settlement in shares of a related Tandem SAR or shares subject to a Tandem SAR cancelled upon exercise of a related option) or (ii) the settlement of such award in cash, then such shares of Common Stock shall again be available under this Plan. In addition, shares of Common Stock subject to an award under this Plan shall again be available for issuance under this Plan if such shares are (x) shares that were subject to an option or stock-settled SAR and were not issued or delivered upon the net settlement or net exercise of such option or SAR or (y) shares delivered to or withheld by the Company to pay the purchase price or the withholding taxes related to an outstanding award. Notwithstanding the foregoing, shares repurchased by the Company on the open market with the proceeds of an option exercise shall not again be available for issuance under this Plan.

The number of shares of Common Stock available for awards under this Plan shall not be reduced by (i) the number of shares of Common Stock subject to Substitute Awards or (ii) available shares under a stockholder approved plan of a company or other entity which was a party to a corporate transaction with the Company (as appropriately adjusted to reflect such corporate transaction) which become subject to awards granted under this Plan (subject to applicable stock exchange requirements).

C-5

Shares of Common Stock to be delivered under this Plan shall be made available from authorized and unissued shares of Common Stock, or authorized and issued shares of Common Stock reacquired and held as treasury shares or otherwise or a combination thereof.

II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

2.1 Stock Options. The Committee may, in its discretion, grant options to purchase shares of Common Stock to such eligible persons as may be selected by the Committee. Each option, or portion thereof, that is not an Incentive Stock Option, shall be a Nonqualified Stock Option. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock with respect to which options designated as Incentive Stock Options are exercisable for the first time by a participant during any calendar year (under this Plan or any other plan of the Company, or any parent or Subsidiary) exceeds the amount (currently $100,000) established by the Code, such options shall constitute Nonqualified Stock Options.

Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:

(a) Number of Shares and Purchase Price. The number of shares of Common Stock subject to an option and the purchase price per share of Common Stock purchasable upon exercise of the option shall be determined by the Committee; provided, however, that the purchase price per share of Common Stock purchasable upon exercise of an option shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such option; provided further, that if an Incentive Stock Option shall be granted to any person who, at the time such option is granted, owns capital stock possessing more than 10 percent of the total combined voting power of all classes of capital stock of the Company (or of any parent or Subsidiary) (a “Ten Percent Holder”), the purchase price per share of Common Stock shall not be less than the price (currently 110% of Fair Market Value) required by the Code in order to constitute an Incentive Stock Option.

Notwithstanding the foregoing, in the case of an option that is a Substitute Award, the purchase price per share of the shares subject to such option may be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate purchase price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate purchase price of such shares.

(b) Option Period and Exercisability. The period during which an option may be exercised shall be determined by the Committee; provided, however, that no option shall be exercised later than ten years after its date of grant; provided further, that if an Incentive Stock Option shall be granted to a Ten Percent Holder, such option shall not be exercised later than five years after its date of grant. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an option or to the exercisability of all or a portion of an option. The Committee shall determine whether an option shall become exercisable in cumulative or non-cumulative installments and in part or in full at any time. An exercisable option, or portion thereof, may be exercised only with respect to whole shares of Common Stock.

(c) Method of Exercise. An option may be exercised (i) by giving written notice to the Company specifying the number of whole shares of Common Stock to be purchased and accompanying such notice with payment therefor in full (or arrangement made for such payment to the Company’s satisfaction) either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures established by the Company) of shares of Common Stock having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (C) authorizing the Company to withhold whole shares of Common Stock

C-6

which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy such obligation, (D) in cash by a broker-dealer acceptable to the Company to whom the participant has submitted an irrevocable notice of exercise or (E) a combination of (A), (B) and (C), in each case to the extent set forth in the Agreement relating to the option, (ii) if applicable, by surrendering to the Company any Tandem SARs which are cancelled by reason of the exercise of the option and (iii) by executing such documents as the Company may reasonably request. The Committee may limit exercisability of any option at any time, including, without limitation, in connection with any blackout periods, market limitations or corporate transactions or other similar events. Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by the participant. No shares of Common Stock shall be issued and no certificate representing Common Stock shall be delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 5.5, have been paid (or arrangement made for such payment to the Company’s satisfaction).

2.2 Stock Appreciation Rights. The Committee may, in its discretion, grant SARs to such eligible persons as may be selected by the Committee. The Agreement relating to a SAR shall specify whether the SAR is a Tandem SAR or a Free-Standing SAR.

SARs shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:

(a) Number of SARs and Base Price. The number of SARs subject to an award shall be determined by the Committee. Any Tandem SAR related to an Incentive Stock Option shall be granted at the same time that such Incentive Stock Option is granted. The base price of a Tandem SAR shall be the purchase price per share of Common Stock of the related option. The base price of a Free-Standing SAR shall be determined by the Committee; provided, however, that such base price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such SAR (or, if earlier, the date of grant of the option for which the SAR is exchanged or substituted).

Notwithstanding the foregoing, in the case of a SAR that is a Substitute Award, the base price per share of the shares subject to such SAR may be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate base price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate base price of such shares.

(b) Exercise Period and Exercisability. The period for the exercise of a SAR shall be determined by the Committee; provided, however, that (i) no Tandem SAR shall be exercised later than the expiration, cancellation, forfeiture or other termination of the related option and (ii) no Free-Standing SAR shall be exercised later than ten years after its date of grant. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of a SAR or to the exercisability of all or a portion of a SAR. The Committee shall determine whether a SAR may be exercised in cumulative or non-cumulative installments and in part or in full at any time. An exercisable SAR, or portion thereof, may be exercised, in the case of a Tandem SAR, only with respect to whole shares of Common Stock and, in the case of a Free-Standing SAR, only with respect to a whole number of SARs. If a SAR is exercised for shares of Restricted Stock, a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.2(c), or such shares shall be transferred to the holder in book entry form with restrictions on the shares duly noted, and the holder of such Restricted Stock shall have such rights of a stockholder of the Company as determined pursuant to Section 3.2(d). Prior to the exercise of a stock-settled SAR, the holder of such SAR shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such SAR.

C-7

(c) Method of Exercise. A Tandem SAR may be exercised (i) by giving written notice to the Company specifying the number of whole SARs which are being exercised, (ii) by surrendering to the Company any options which are cancelled by reason of the exercise of the Tandem SAR and (iii) by executing such documents as the Company may reasonably request. A Free-Standing SAR may be exercised (A) by giving written notice to the Company specifying the whole number of SARs which are being exercised and (B) by executing such documents as the Company may reasonably request. The Committee may limit exercisability of any SAR at any time, including, without limitation, in connection with any blackout periods, market limitations or corporate transactions or other similar events. No shares of Common Stock shall be issued and no certificate representing Common Stock shall be delivered until any withholding taxes thereon, as described in Section 5.5, have been paid (or arrangement made for such payment to the Company’s satisfaction).

2.3 Termination of Employment or Service. All of the terms relating to the exercise, cancellation or other disposition of an option or SAR (i) upon a termination of employment with or service to the Company of the holder of such option or SAR, as the case may be, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable award Agreement.

2.4 No Repricing. The Committee shall not, without the approval of the stockholders of the Company, (i) reduce the purchase price or base price of any previously granted option or SAR, (ii) cancel any previously granted option or SAR in exchange for another option or SAR with a lower purchase price or base price or (iii) cancel any previously granted option or SAR in exchange for cash or another award if the purchase price of such option or the base price of such SAR exceeds the Fair Market Value of a share of Common Stock on the date of such cancellation, in each case, other than in connection with a Change in Control or the adjustment provisions set forth in Section 5.7.

2.5 No Dividend Equivalents. Notwithstanding anything in an Agreement to the contrary, the holder of an option or SAR shall not be entitled to receive dividend equivalents with respect to the number of shares of Common Stock subject to such option or SAR.

III. STOCK AWARDS

3.1 Stock Awards. The Committee may, in its discretion, grant Stock Awards to such eligible persons as may be selected by the Committee. The Agreement relating to a Stock Award shall specify whether the Stock Award is a Restricted Stock Award, a Restricted Stock Unit Award or, in the case of an Other Stock Award, the type of award being granted.

3.2 Terms of Restricted Stock Awards. Restricted Stock Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:

(a) Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Award and the Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Award shall be determined by the Committee.

(b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of the shares of Common Stock subject to such award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the

C-8

employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period.

(c) Stock Issuance. During the Restriction Period, the shares of Restricted Stock shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing a Restricted Stock Award shall be registered in the holder’s name and may bear a legend, in addition to any legend which may be required pursuant to Section 5.6, indicating that the ownership of the shares of Common Stock represented by such certificate is subject to the restrictions, terms and conditions of this Plan and the Agreement relating to the Restricted Stock Award. All such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Restricted Stock Award in the event such award is forfeited in whole or in part. Upon termination of any applicable Restriction Period (and the satisfaction or attainment of applicable Performance Measures), subject to the Company’s right to require payment of any taxes in accordance with Section 5.5, the restrictions shall be removed from the requisite number of any shares of Common Stock that are held in book entry form, and all certificates evidencing ownership of the requisite number of shares of Common Stock shall be delivered to the holder of such award.

(d) Rights with Respect to Restricted Stock Awards. Unless otherwise set forth in the Agreement relating to a Restricted Stock Award, and subject to the terms and conditions of a Restricted Stock Award, the holder of such award shall have all rights as a stockholder of the Company, including, but not limited to, voting rights, the right to receive dividends and the right to participate in any capital adjustment applicable to all holders of Common Stock; provided, however, that (i) a distribution with respect to shares of Common Stock, other than a regular cash dividend, and (ii) a regular cash dividend with respect to shares of Common Stock that are subject to performance-based vesting conditions, in each case, shall be deposited with the Company and shall be subject to the same restrictions as the shares of Common Stock with respect to which such distribution was made.

3.3 Terms of Restricted Stock Unit Awards. Restricted Stock Unit Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

(a) Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Unit Award, including the number of shares that are earned upon the attainment of any specified Performance Measures, and the Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Unit Award shall be determined by the Committee.

(b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Unit Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Restricted Stock Unit Award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period.

(c) Settlement of Vested Restricted Stock Unit Awards. The Agreement relating to a Restricted Stock Unit Award shall specify (i) whether such award may be settled in shares of Common Stock or cash or a combination thereof and (ii) whether the holder thereof shall be entitled to receive, on a current or deferred basis, dividend equivalents, and, if determined by the Committee, interest on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of shares of Common Stock subject to such award. Any dividend equivalents with respect to Restricted Stock Units that are subject to performance-based vesting conditions shall be subject to the same vesting conditions as the underlying awards. Prior to the settlement of a

C-9

Restricted Stock Unit Award, the holder of such award shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such award.

3.4 Other Stock Awards. Subject to the limitations set forth in this Plan, the Committee is authorized to grant other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of Common Stock, including without limitation shares of Common Stock granted as a bonus and not subject to any vesting conditions, dividend equivalents, deferred stock units, stock purchase rights and shares of Common Stock issued in lieu of obligations of the Company to pay cash under any compensatory plan or arrangement, subject to such terms as shall be determined by the Committee. The Committee shall determine the terms and conditions of such awards, which may include the right to elective deferral thereof, subject to such terms and conditions as the Committee may specify in its discretion. Any distribution, dividend or dividend equivalents with respect to Other Stock Awards that are subject to performance-based vesting conditions shall be subject to the same vesting conditions as the underlying awards.

3.5 Termination of Employment or Service. All of the terms relating to the satisfaction of Performance Measures and the termination of the Restriction Period or Performance Period relating to a Stock Award, or any forfeiture and cancellation of such award (i) upon a termination of employment with or service to the Company of the holder of such award, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable Agreement.

IV. PERFORMANCE AWARDS

4.1 Performance Awards. The Committee may, in its discretion, grant Performance Awards to such eligible persons as may be selected by the Committee.

4.2 Terms of Performance Awards. Performance Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:

(a) Value of Performance Awards and Performance Measures. The method of determining the value of the Performance Award and the Performance Measures and Performance Period applicable to a Performance Award shall be determined by the Committee.

(b) Vesting and Forfeiture. The Agreement relating to a Performance Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Performance Award if the specified Performance Measures are satisfied or met during the specified Performance Period and for the forfeiture of such award if the specified Performance Measures are not satisfied or met during the specified Performance Period.

(c) Settlement of Vested Performance Awards. The Agreement relating to a Performance Award shall specify whether such award may be settled in shares of Common Stock (including shares of Restricted Stock) or cash or a combination thereof. If a Performance Award is settled in shares of Restricted Stock, such shares of Restricted Stock shall be issued to the holder in book entry form or a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.2(c) and the holder of such Restricted Stock shall have such rights as a stockholder of the Company as determined pursuant to Section 3.2(d). Any dividends or dividend equivalents with respect to a Performance Award shall be subject to the same performance-based vesting restrictions as such Performance Award. Prior to the settlement of a Performance Award in shares of Common Stock, including Restricted Stock, the holder of such award shall have no rights as a stockholder of the Company.

4.3 Termination of Employment or Service. All of the terms relating to the satisfaction of Performance Measures and the termination of the Performance Period relating to a Performance Award, or any forfeiture and

C-10

cancellation of such award (i) upon a termination of employment with or service to the Company of the holder of such award, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable Agreement.

V. GENERAL

5.1 Effective Date and Term of Plan. This Plan shall be submitted to the stockholders of the Company for approval at a special meeting of stockholders in 2021 and shall become effective as of the date on which this Plan was approved by stockholders. This Plan shall terminate on the tenth anniversary of its effective date, unless terminated earlier by the Board. Termination of this Plan shall not affect the terms or conditions of any award granted prior to termination.

Awards hereunder may be made at any time prior to the termination of this Plan, provided that no Incentive Stock Option may be granted later than ten years after the date on which this Plan was approved by the Board. In the event that this Plan is not approved by the stockholders of the Company, this Plan and any awards hereunder shall be void and of no force or effect.

5.2 Amendments. The Board may amend this Plan as it shall deem advisable; provided, however, that no amendment to this Plan shall be effective without the approval of the Company’s stockholders if (i) stockholder approval is required by applicable law, rule or regulation, including any rule of the New York Stock Exchange, or any other stock exchange on which the Common Stock is then traded, or (ii) such amendment seeks to modify the Non-Employee Director compensation limit set forth in Section 1.3; provided further, that no amendment may materially impair the rights of a holder of an outstanding award without the consent of such holder. For the avoidance of doubt, the exercise of any powers of the Committee under this Plan, including any adjustment under Section 5.7 or any action taken in connection with a Change in Control under Section 5.8, shall not be treated as an amendment that requires any holder’s consent.

5.3 Agreement. Each award under this Plan shall be evidenced by an Agreement setting forth the terms and conditions applicable to such award. No award shall be valid until an Agreement is executed by the Company and, to the extent required by the Company, executed or electronically accepted by the recipient of such award. Upon such execution or acceptance and delivery of the Agreement to the Company within the time period specified by the Company, such award shall be effective as of the effective date set forth in the Agreement.

5.4 Non-Transferability. No award shall be transferable other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company or, to the extent expressly permitted in the Agreement relating to such award, to the holder’s family members, a trust or entity established by the holder for estate planning purposes, a charitable organization designated by the holder or pursuant to a domestic relations order, in each case, without consideration. Except to the extent permitted by the foregoing sentence or the Agreement relating to an award, each award may be exercised or settled during the holder’s lifetime only by the holder or the holder’s legal representative or similar person. Except as permitted by the second preceding sentence, no award may be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any award, such award and all rights thereunder shall immediately become null and void.

5.5 Tax Withholding. The Company shall have the right to require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash pursuant to an award made hereunder, payment by the holder of such award of any federal, state, local or other taxes which may be required to be withheld or paid in connection with such award. An Agreement may provide that (i) the Company shall withhold whole shares of Common Stock which would otherwise be delivered to a holder, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the “Tax

C-11

Date”), or withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation or (ii) the holder may satisfy any such obligation by any of the following means: (A) a cash payment to the Company; (B) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation; (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a holder, in either case equal to the amount necessary to satisfy any such obligation; (D) a cash payment by a broker-dealer acceptable to the Company to whom the participant has submitted an irrevocable notice of exercise or notice of same-day sale or (E) any combination of (A), (B) and (C), in each case to the extent set forth in the Agreement relating to the award. Shares of Common Stock to be delivered or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate (or, if permitted by the Company, such other rate as will not cause adverse accounting consequences under the accounting rules then in effect, and is permitted under applicable Internal Revenue Service withholding rules). Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the holder.

5.6 Restrictions on Shares. Each award made hereunder shall be subject to the requirement that if at any time the Company determines that the listing, registration or qualification of the shares of Common Stock subject to such award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares thereunder, such shares shall not be delivered unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company may require that certificates evidencing shares of Common Stock delivered pursuant to any award made hereunder bear a legend indicating that the sale, transfer or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder.

5.7 Adjustment. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation or any successor or replacement accounting standard) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary cash dividend, the number and class of securities available under this Plan, the terms of each outstanding option and SAR (including the number and class of securities subject to each outstanding option or SAR and the purchase price or base price per share), the terms of each outstanding Stock Award (including the number and class of securities subject thereto), and the terms of each outstanding Performance Award (including the number and class of securities subject thereto, if applicable) shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding options and SARs in accordance with Section 409A of the Code. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of participants. In either case, the decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

5.8 Change in Control.

(a) Subject to the terms of the applicable award Agreements, in the event of a “Change in Control,” the Board, as constituted prior to the Change in Control, may, in its discretion:

(1) require that (i) some or all outstanding options and SARs shall become exercisable in full or in part, either immediately or upon a subsequent termination of employment, (ii) the Restriction

C-12

Period applicable to some or all outstanding Stock Awards shall lapse in full or in part, either immediately or upon a subsequent termination of employment, (iii) the Performance Period applicable to some or all outstanding awards shall lapse in full or in part, and (iv) the Performance Measures applicable to some or all outstanding awards shall be deemed to be satisfied at the target, maximum or any other level, in each case, on such terms and conditions and at such time or times as the Committee shall determine;

(2) require that any outstanding award shall be assumed or continued or that shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control (or a parent corporation thereof) or other property be substituted for some or all of the shares of Common Stock subject to an outstanding award, with an appropriate and equitable adjustment to such award as determined by the Board in accordance with Section 5.7; and/or

(3) require outstanding awards, in whole or in part, to be surrendered to the Company by the holder, and to be immediately cancelled by the Company, and to provide for the holder to receive (i) a cash payment in an amount equal to (A) in the case of an option or a SAR, the aggregate number of shares of Common Stock then subject to the portion of such option or SAR surrendered, whether or not vested or exercisable, multiplied by the excess, if any, of the Fair Market Value of a share of Common Stock as of the date of the Change in Control, over the purchase price or base price per share of Common Stock subject to such option or SAR, (B) in the case of a Stock Award or a Performance Award denominated in shares of Common Stock, the number of shares of Common Stock then subject to the portion of such award surrendered to the extent the Performance Measures applicable to such award have been satisfied or are deemed satisfied pursuant to Section 5.8(a)(i), whether or not vested, multiplied by the Fair Market Value of a share of Common Stock as of the date of the Change in Control, and (C) in the case of a Performance Award denominated in cash, the value of the Performance Award then subject to the portion of such award surrendered to the extent the Performance Measures applicable to such award have been satisfied or are deemed satisfied pursuant to Section 5.8(a)(i); (ii) shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control (or a parent corporation thereof) or other property, having a fair market value not less than the amount determined under clause (i) above; or (iii) a combination of the payment of cash pursuant to clause (i) above and the issuance of shares or other property pursuant to clause (ii) above, in each case, on such payment and other terms and conditions (which need not be the same as the terms and conditions applicable to holders of Common Stock generally) as the Committee determines. For the avoidance of doubt, if the per share purchase price, exercise price, or base price of an award or portion thereof is equal to or greater than the fair market value of one share of Common Stock, such award or portion may be cancelled with no payment due hereunder or otherwise in respect thereof.

(b) For purposes of this Plan, a “Change in Control” shall be deemed to have occurred if:

(1) any transaction or series of transactions in which any Person becomes the direct or indirect Beneficial Owner, by way of a stock issuance, tender offer, merger, consolidation, other business combination or otherwise, of greater than 50% of the total voting power (on a fully diluted basis as if all convertible securities had been converted and all warrants and options had been exercised) entitled to vote in the election of directors of the Company (“Company Voting Securities”) (including any transaction in which the Company becomes a wholly-owned or majority-owned subsidiary of another corporation); provided, however, that the following acquisitions shall not be deemed to be a Change of Control: (i) acquisitions by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; (ii) acquisitions by any underwriter temporarily holding securities pursuant to an offering of such securities; or (iii) pursuant to a Non-Qualifying Transaction;

C-13

(2) any merger or consolidation or reorganization of the Company other than a merger, consolidation or reorganization (i) immediately following which those individuals who, immediately prior to the consummation of such merger, consolidation or reorganization, constituted the Board, constitute a majority of the board of directors of the Company or the surviving or resulting entity or any parent thereof, (ii) which results in the Company Voting Securities outstanding immediately prior to such merger, consolidation or reorganization continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary, greater than 50% of the combined voting power of the securities of the Company (or such surviving entity or any parent thereof) outstanding immediately after such merger or consolidation, and (iii) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 50% or more of the then outstanding Company Voting Securities (any merger, consolidation or reorganization which satisfies all of the criteria set forth in (i), (ii) and (iii) above shall be deemed to be a “Non-Qualifying Transaction”);

(3) any transaction or series of transactions in which all or substantially all of the Company’s assets are sold; or

(4) during any twenty-four (24) month period, individuals who, as of the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided that any Person becoming a director subsequent to the beginning of such period whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such Person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any Person other than the Board shall be deemed to be an Incumbent Director.

provided, that with respect to any nonqualified deferred compensation that becomes payable on account of the Change in Control, the transaction or event described in clause (1), (2), (3) or (4) also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A of the Code. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur as a result of the disposition or acquisition of securities in the Company by the Investors or any affiliates thereof or affiliated funds, including pursuant to any secondary offering of the Company’s equity.

Solely for purposes of this definition, the following terms shall have the meaning specified: (A) “Affiliate” shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act; (B) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act, except that a Person shall not be deemed to be the Beneficial Owner of any securities which are reflected on a Schedule 13G; and (C) ”Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (w) the Company or any of its Affiliates; (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries; (y) an underwriter temporarily holding securities pursuant to an offering of such securities; or (z) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

5.9 Deferrals. The Committee may determine that the delivery of shares of Common Stock or the payment of cash, or a combination thereof, upon the settlement of all or a portion of any award made hereunder shall be deferred, or the Committee may, in its sole discretion, approve deferral elections made by holders of awards.

C-14

Deferrals shall be for such periods and upon such terms as the Committee may determine in its sole discretion, subject to the requirements of Section 409A of the Code.

5.10 No Right of Participation, Employment or Service. No person shall have any right to participate in this Plan. Neither this Plan nor any award made hereunder shall confer upon any person any right to continued employment by or service with the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment or service of any person at any time without liability hereunder.

5.11 Rights as Stockholder. No person shall have any right as a stockholder of the Company with respect to any shares of Common Stock or other equity security of the Company which is subject to an award hereunder unless and until such person becomes a stockholder of record with respect to such shares of Common Stock or equity security.

5.12 Designation of Beneficiary. To the extent permitted by the Company, a holder of an award may file with the Company a written designation of one or more persons as such holder’s beneficiary or beneficiaries (both primary and contingent) in the event of the holder’s death or incapacity. To the extent an outstanding option or SAR granted hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to exercise such option or SAR pursuant to procedures prescribed by the Company. Each beneficiary designation shall become effective only when filed in writing with the Company during the holder’s lifetime on a form prescribed by the Company. The spouse of a married holder domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such spouse. The filing with the Company of a new beneficiary designation shall cancel all previously filed beneficiary designations. If a holder fails to designate a beneficiary, or if all designated beneficiaries of a holder predecease the holder, then each outstanding award held by such holder, to the extent vested or exercisable, shall be payable to or may be exercised by such holder’s executor, administrator, legal representative or similar person.

5.13 Awards Subject to Clawback. The awards granted under this Plan and any cash payment or shares of Common Stock delivered pursuant to such an award are subject to forfeiture, recovery by the Company or other action, in each case, pursuant to the applicable Agreement or any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law or applicable stock exchange listing standards.

5.14 Governing Law. This Plan, each award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

5.15 Foreign Employees. Without amending this Plan, the Committee may grant awards to eligible persons who are foreign nationals and/or reside outside of the United States on such terms and conditions different from those specified in this Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of this Plan and, in furtherance of such purposes the Committee may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries operates or has employees.

5.16 Section 409A. If a holder is determined on the date of the holder’s termination of employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then, with regard to any payment under this Plan that is considered nonqualified deferred compensation under Section 409A of the Code and which is payable on account of a “separation from service” (within the meaning of Section 409A of the Code), such payment shall be delayed until the earlier of (i) the first business day following the six-month

C-15

anniversary of the holder’s “separation from service” and (ii) the date of the holder’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 5.16 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such delay) will be paid in a lump sum, without interest, on the first business day following the expiration of the Delay Period and any remaining payments due under the award will be paid in accordance with the normal payment dates specified for them in the applicable Agreement. For purposes of Section 409A of the Code, each payment made under this Plan or any award shall be treated as a separate payment.

C-16

PROSPECTUS FOR UP TO 470,000,000 SHARES OF COMMON STOCK

OF

Northern Star Investment Corp. II

DEALER PROSPECTUS DELIVERY OBLIGATION

Until                 , 2021, all dealers that effect transactions in these securities, whether or not

participating in this offering, may be required to deliver a prospectus. This is in addition

to the dealers’ obligation to deliver a prospectus when acting as underwriters and with

respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Section 145 of the DGCL concerning indemnification of officers, directors, employees and agents is set forth below.

“Section 145. Indemnification of officers, directors, employees and agents; insurance.

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

II-1

(e) Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote

II-2

of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).”

Article Eighth of Northern Star’s certificate of incorporation provides:

“A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL, as it presently exists or may hereafter be amended from time to time. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Neither the repeal or modification of this paragraph A nor, to the fullest extent permitted by the DGCL, any modification of law shall adversely affect any right or protection of a director of the Corporation with respect to events occurring prior to the time of such repeal or modification.”

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 21. Exhibits and Financial Statement Schedules

Exhibit No.	Description	Included	Form	Filing Date
2.1*	Agreement and Plan of Reorganization, dated as of February 21, 2021, by and among Northern Star Investment Corp. II, NSIC II-A Merger LLC, NSIC II-B Merger LLC, Apex Clearing Holdings LLC, and PEAK6 Investments LLC.	Annex A
2.2	Amendment No. 1 to Agreement and Plan of Reorganization, dated as of April 7, 2021, by and among Northern Star Investment Corp. II, NSIC II-A Merger LLC, NSIC II-B Merger LLC, Apex Clearing Holdings LLC, and PEAK6 Investments LLC.	Annex A
3.1	Form of Second Amended and Restated Certificate of Incorporation	Annex B
3.2	Form of Amended and Restated Bylaws.	+
3.3	Amended and Restated Certificate of Incorporation.	By Reference	8-K	January 28, 2021
3.4	Bylaws.	By Reference	S-1	January 6, 2021
4.1	Specimen Unit Certificate.	By Reference	S-1	January 6, 2021
4.2	Specimen Share Certificate.	By Reference	S-1	January 6, 2021
4.3	Specimen Warrant Certificate.	By Reference	S-1	January 6, 2021
4.4	Warrant Agreement, dated as of January 25, 2021, between Continental Stock Transfer  & Trust Company and the Registrant.	By Reference	8-K	January 28, 2021
5.1	Opinion of Graubard Miller.	+

II-3

Exhibit No.	Description	Included	Form	Filing Date
10.1	Form of Subscription Agreement.	By Reference	8-K	February 22, 2021
10.2	Form of Member Support Agreement.	By Reference	8-K	February 22, 2021
10.3	Registration Rights Agreement.	+
10.4	Form of Northern Star Lock-Up Agreement.	+
10.5	Form of Apex Clearing Holdings LLC Lock-Up Agreement.	+
10.6	Form of Letter Agreement from each of the Registrant’s initial shareholders, officers and directors.	By Reference	S-1	January 6, 2021
10.7	Investment Management Trust Agreement, dated as of January 25, 2021, between Continental Stock Transfer  & Trust Company and the Registrant.	By Reference	8-K	January 28, 2021
10.8	Registration Rights Agreement, dated as of January  25, 2021, with each of the Registrant’s initial shareholders, officers and directors.	By Reference	8-K	January 28, 2021
10.9#	Apex Clearing Corporation Long Term Incentive Plan.	+
10.10#	2021 Equity Incentive Plan.	Annex C
10.11	Note Issuance Agreement, dated as of February 19, 2021, by and between Apex Clearing Holdings LLC and Magnetar Financial LLC	Filed Herewith
10.12	Form of Convertible Senior Notes due 2023	Filed Herewith
10.13	Revolving Credit Agreement, dated as of November 2, 2017, by and between Apex Clearing Corporation and TriState Capital Bank	Filed Herewith
10.14	Amendment and Modification to Revolving Credit Agreement, effective as of September 22, 2020, by and between Apex Clearing Corporation and TriState Capital Bank	Filed Herewith
10.15	Clearing Agreement, dated as of December 31, 2015, by and between Charles Schwab & Co., Inc. and Apex Clearing Corporation	Filed Herewith
10.16	Client Agreement, dated as of March 14, 2013, by and between Instinet, LLC and Apex Clearing Corporation	Filed Herewith
10.17	Credit Agreement, dated as of September 13, 2018, by and among Apex Clearing Corporation, the other loan parties thereto, the lenders from time to time party thereto, and BMO Harris Bank N.A.	Filed Herewith
10.18	First Amendment to Credit Agreement, dated as of September 12, 2019, by and among Apex Clearing Corporation, the lenders party thereto and BMO Harris Bank N.A.	Filed Herewith
10.19	Second Amendment to Credit Agreement, dated as of September 10, 2020, by and among Apex Clearing Corporation, the lenders party thereto and BMO Harris Bank N.A.	Filed Herewith
10.20	Cooperation Agreement, dated as of April 18, 2020, by and between Orbis Systems, Inc. and Apex Clearing Corporation	Filed Herewith
10.21	Master Services Agreement, effective as of January 1, 2019, by and between Broadridge Securities Processing Solutions, LLC and Apex Clearing Corporation	+
10.22	Services Agreement, dated as of December 13, 2018, by and between Apex Clearing Corporation and Apex Crypto LLC	Filed Herewith

II-4

Exhibit No.	Description	Included	Form	Filing Date
10.23	Services and Expense Sharing Agreement, dated as of April 1, 2020, by and between PEAK6 Investments LLC, each of its affiliates or subsidiaries listed on Exhibit A thereto and PEAK6 NI Limited	Filed Herewith
10.24	Support Services Agreement, effective as of October 1, 2020, by and between Apex Clearing Corporation and Apex Crypto LLC	Filed Herewith
10.25	Support Services Agreement, dated as of June 5, 2012, by and between PEAK6 Investments, L.P. and Apex Clearing Holdings LLC	Filed Herewith
10.26	Addendum and Amendment to Support Services Agreement, dated as of December 1, 2012, by and among PEAK6 Investments, L.P., Apex Clearing Holdings LLC and Apex Clearing Corporation	Filed Herewith
10.27	Second Addendum and Amendment to Support Services Agreement, dated as of September 26, 2013, by and among PEAK6 Investments, L.P., Apex Clearing Holdings LLC and Apex Clearing Corporation	Filed Herewith
10.28	Third Addendum and Amendment to Support Services Agreement, dated as of May 12, 2014, by and among PEAK6 Investments, L.P., Apex Clearing Holdings LLC and Apex Clearing Corporation	Filed Herewith
10.29	Third Addendum and Amendment to Support Services Agreement, dated as of June  27, 2014, by and among PEAK6 Investments, L.P., Apex Clearing Holdings LLC and Apex Clearing Corporation (Although named the “Third Addendum” this is intended to be the “Fourth Addendum”)	Filed Herewith
10.30	Fifth Addendum and Amendment to Support Services Agreement, dated as of January 1, 2017, by and among PEAK6 Investments, L.P., Apex Clearing Holdings LLC and Apex Clearing Corporation	Filed Herewith
10.31	Sixth Addendum and Amendment to Support Services Agreement, dated as of January 1, 2018, by and among PEAK6 Investments, L.P., Apex Clearing Holdings LLC and Apex Clearing Corporation	Filed Herewith
10.32	Seventh Addendum and Amendment to Support Services Agreement, dated as of January 1, 2019 by and among PEAK6 Investments, L.P., Apex Clearing Holdings LLC and Apex Clearing Corporation	Filed Herewith
10.33	Eighth Addendum and Amendment to Support Services Agreement, dated as of November 24, 2020, by and among PEAK6 Group LLC, Apex Clearing Holdings LLC and Apex Clearing Corporation	Filed Herewith
10.34	Ninth Addendum and Amendment to Support Services Agreement, dated as of February 19, 2021, by and among PEAK6 Group LLC, Apex Clearing Holdings LLC and Apex Clearing Corporation	Filed Herewith
21.1	Subsidiaries of the Registrant.	+
23.1	Consent of Marcum LLP	Filed Herewith
23.2	Consent of Marcum LLP	Filed Herewith

II-5

Exhibit No.	Description	Included	Form	Filing Date
23.3	Consent of Graubard Miller.	+
23.4	Consent of RSM US LLP	Filed Herewith
24.1	Power of Attorney (included on the signature page of this registration statement).	Filed Herewith
99.1	Consent of Jennifer Just to be named as a director.	Filed Herewith
99.2	Consent of Matthew Hulsizer to be named as a director.	Filed Herewith
99.3	Consent of William Capuzzi to be named as a director.	Filed Herewith
99.4	Form of Proxy Card	+

* Schedule and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). Northern Star agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

# Indicates management contract or compensatory plan or arrangement.

+ To be filed by amendment.

Item 22. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned

II-6

registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) That, prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the registrant undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(8) That every prospectus (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment has become effective, and that for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such Director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(b) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This

II-7

includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and Apex being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 8^th day of April, 2021.

By:	/s/ Joanna Coles
	Joanna Coles
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jonathan J. Ledecky and Joanna Coles his true and lawful attorney-in-fact, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments including pre- and post-effective amendments to this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and pre- or post-effective amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Joanna Coles	Chairperson of the Board and Chief Executive Officer	April 8, 2021
Joanna Coles	(Principal Executive Officer)
/s/ Jonathan J. Ledecky	President, Chief Operating Officer and Director	April 8, 2021
Jonathan J. Ledecky
/s/ James Brady	Chief Financial Officer	April 8, 2021
James Brady	(Principal Financial and Accounting Officer)
/s/ Kirsten A Green	Director	April 8, 2021
Kirsten A. Green
/s/ David Shapiro	Director	April 8, 2021
David Shapiro
/s/ Maryann Turcke	Director	April 8, 2021
Maryann Turcke

EX-10.11

Exhibit 10.11

EXECUTION VERSION

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 2023

TABLE OF CONTENTS

		PAGE
ARTICLE 1 DEFINITIONS			1
Section 1.01	Definitions		1
Section 1.02	References to Interest		29
ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES			29
Section 2.01	Designation and Amount		29
Section 2.02	Form of Notes		29
Section 2.03	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts		30
Section 2.04	Execution and Delivery of Notes		33
Section 2.05	Exchange and Registration of Transfer of Notes; Restrictions on Transfer		33
Section 2.06	Mutilated, Destroyed, Lost or Stolen Notes		39
Section 2.07	[Intentionally Omitted]		40
Section 2.08	Cancellation of Notes Paid, Converted, Etc.		40
Section 2.09	[Intentionally Omitted]		40
Section 2.10	Repurchases		41
ARTICLE 3 SATISFACTION AND DISCHARGE			41
Section 3.01	Satisfaction and Discharge		41
ARTICLE 4 PARTICULAR COVENANTS OF THE COMPANY, THE GUARANTORS AND THE RESTRICTED SUBSIDIARIES			41
Section 4.01	Payment of Principal and Interest		41
Section 4.02	Maintenance of Office or Agency		41
Section 4.03	[Intentionally Omitted]		42
Section 4.04	Provisions as to Paying Agent		42
Section 4.05	Existence		43
Section 4.06	Quarterly and Annual Reports and Rule 144A Information Requirement		43
Section 4.07	Stay, Extension and Usury Laws		45
Section 4.08	Compliance Certificate; Statements as to Defaults		45
Section 4.09	Further Instruments and Acts		46
Section 4.10	Qualified Public Company Event		46
Section 4.11	Incurrence of Indebtedness and Issuance of Disqualified Stock		46
Section 4.12	Limitation on Investments		46
Section 4.13	Liens		46
Section 4.14	Asset Sales		47
Section 4.15	Limitation on Restricted Payments		47

i

Section 4.16	Limitations on Transactions with Affiliates	47
Section 4.17	Addition of Guarantors	48
Section 4.18	Covenant Suspension	48
Section 4.19	Tender Offer Participation Rights	48
Section 4.20	Restrictive Legend	48
Section 4.21	Designation of Subsidiaries	48
Section 4.22	LLC Agreement Rights	49
ARTICLE 5 [INTENTIONALLY OMITTED]		49
ARTICLE 6 DEFAULTS AND REMEDIES		49
Section 6.01	Events of Default	49
Section 6.02	Acceleration; Rescission and Annulment	51
Section 6.03	Payments of Notes on Default; Suit Therefor	52
Section 6.04	Remedies Cumulative and Continuing	52
Section 6.05	Direction of Proceedings and Waiver of Defaults by Holders	52
ARTICLE 7 [INTENTIONALLY OMITTED]		53
ARTICLE 8 CONCERNING THE HOLDERS		53
Section 8.01	Who Are Deemed Absolute Owners	53
Section 8.02	Company-Owned Notes Disregarded	53
Section 8.03	Action by Holders	53
Section 8.04	Proof of Execution by Holders	53
ARTICLE 9 [INTENTIONALLY OMITTED]		54
ARTICLE 10 SUPPLEMENTAL AGREEMENTS		54
Section 10.01	Supplemental Agreements Without Consent of Holders	54
Section 10.02	Supplemental Agreements and Other Amendments with Consent of Holders	55
Section 10.03	Effect of Amendments, Supplements or Waivers	56
Section 10.04	Notation on Notes	56
Section 10.05	Evidence of Compliance of Amendment, Supplement or Waiver to Be Furnished Representative	56
ARTICLE 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE		56
Section 11.01	Company May Consolidate, Etc. on Certain Terms	56
Section 11.02	Successor Company to Be Substituted	57
Section 11.03	SPAC Transaction	58
ARTICLE 12 IMMUNITY OF INCORPORATORS, EQUITYHOLDERS, OFFICERS AND DIRECTORS		58

ii

ARTICLE 13 OPTIONAL REDEMPTION		59
Section 13.01	No Optional Redemption	59
Section 13.02	Optional Change of Control Redemption	59
Section 13.03	Notice of Change of Control Redemption; Selection of Notes	59
Section 13.04	Payment of Notes Called for Change of Control Redemption	61
Section 13.05	Restrictions on Change of Control Redemption	61
ARTICLE 14 CONVERSION OF NOTES		61
Section 14.01	Conversion upon Change of Control	61
Section 14.02	Conversion	62
Section 14.03	Conversion Procedure; Settlement Upon Conversion	62
Section 14.04	[Reserved]	66
Section 14.05	Adjustment of Conversion Rate	66
Section 14.06	Adjustments of Prices	76
Section 14.07	Shares to Be Reserved	76
Section 14.08	Effect of Recapitalizations, Reclassifications and Changes of the Common Stock	76
Section 14.09	Certain Covenants	78
Section 14.10	[Intentionally Omitted]	80
Section 14.11	Notice to Holders Prior to Certain Actions	80
Section 14.12	Shareholder Rights Plans	81
ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS		81
Section 15.01	Reserved	81
Section 15.02	Repurchase at Option of Holders Upon a Fundamental Change on or after the Qualified Public Company Event	81
Section 15.03	Repurchase at Option of Holders Upon a Change of Control	82
Section 15.04	Withdrawal of Fundamental Change Repurchase Notice or Change of Control Repurchase Notice	83
Section 15.05	Deposit of Fundamental Change Repurchase Price and Change of Control Repurchase Price	84
Section 15.06	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	84
Section 15.07	Repurchase Procedures	85
ARTICLE 16 GUARANTEE		86
Section 16.01	Note Guarantee	86
Section 16.02	Execution and Delivery of Note Guarantee	87
Section 16.03	Guarantors may Consolidate, etc., on Certain Terms	87
Section 16.04	Release of Note Guarantees	88
Section 16.05	Limitation on Guarantor Liability	89
Section 16.06	“Representative” to Include Paying Agent	89

iii

ARTICLE 17 [RESERVED]		90
ARTICLE 18 MISCELLANEOUS PROVISIONS		90
Section 18.01	Provisions Binding on Company’s and Guarantor’s Successors	90
Section 18.02	Official Acts by Successor Company	90
Section 18.03	Addresses for Notices, Etc.	90
Section 18.04	Governing Law; Jurisdiction	91
Section 18.05	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to the Representative	91
Section 18.06	Legal Holidays	92
Section 18.07	[Reserved]	92
Section 18.08	Benefits of Agreement	92
Section 18.09	Table of Contents, Headings, Etc.	92
Section 18.10	[Intentionally Omitted]	92
Section 18.11	Execution in Counterparts	92
Section 18.12	Severability; Conflict	92
Section 18.13	Waiver of Jury Trial	93
Section 18.14	[Intentionally Omitted]	93
Section 18.15	Calculations	93
Section 18.16	[Intentionally Omitted]	93
Section 18.17	Electronic Signatures	93

EXHIBITS

Exhibit A	Form of Note	A-1
Exhibit B	Specified Subordination Terms	B-1
Exhibit C	Form of Supplemental Agreement	C-1

iv

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.

W I T N E S S E T H:

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its Convertible Senior Notes due 2023 (the “Notes”), initially in an aggregate principal amount equal to $100,000,000, and in order to provide the terms and conditions upon which the Notes are to be issued and delivered, the Company has duly authorized the execution and delivery of this Agreement

WHEREAS, the Form of Note, the Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice, the Form of Change of Control Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided; and

WHEREAS, all acts and things necessary to make the Notes, when executed and delivered by the Company, the valid, binding and legal obligations of the Company, and this Agreement a valid agreement according to its terms, have been done and performed, and the execution of this Agreement and the issuance hereunder of the Notes have in all respects been duly authorized.

NOW, THEREFORE:

That in order to declare the terms and conditions upon which the Notes are, and are to be, issued and delivered, and in consideration of the premises and of the purchase and acceptance of the Notes by the Holders thereof, the Company and the Guarantors, if any, covenant and agree with the Representative for the equal and proportionate benefit of the respective Holders from time to time of the Notes (except as otherwise provided below), as follows:

ARTICLE 1

DEFINITIONS

Section 1.01 Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Agreement and of any agreement supplemental hereto (except to the extent otherwise provided therein) shall have the respective meanings specified in this Section 1.01. The words “herein,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular.

“Additional Notes” means additional Notes (other than the Initial Notes and any PIK Notes) issued under this Agreement in accordance with this Agreement as part of the same series as the Notes issued as Initial Notes, including, without limitation, the Second Tranche Notes upon their date of issue.

1

“Adjusted Equity Value” means, if an Equity Financing has been consummated, as of a Conversion Date, the Equity Value of the Company with respect to such Equity Financing. In the event there is more than one Equity Financing following the date hereof, the Adjusted Equity Value shall be calculated in respect of each such Equity Financing and the Equity Financing generating the lowest Adjusted Equity Value shall be the Equity Financing used for purposes of clause (b)(ii) of the Conversion Rate calculation, provided that the Conversion Rate at which any conversion shall have occurred shall not be retroactively adjusted as a result of any Equity Financing occurring after the date of such conversion.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. Notwithstanding anything to the contrary herein, (i) the determination of whether a Person is an “Affiliate” of another Person for purposes of this Agreement shall be made based on the facts at the time such determination is made or required to be made, as the case may be, hereunder and (ii) no Holder of Notes shall be deemed an Affiliate of the Company for purposes of this Agreement solely by virtue of their ownership of Notes.

“Agreement” means this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented.

“Agreement Documents” means this Agreement (including the Guarantees, if any, hereunder), the Notes, the Note Purchase Agreement and the Registration Rights Agreement, together with any other agreements, instruments or other documents evidencing any other Agreement Obligations, each as may be amended, restated, supplemented or otherwise modified from time to time.

“Agreement Obligations” means all Obligations in respect of the Notes or arising under the Agreement Documents. Agreement Obligations shall include all interest accrued (or which would, absent the commencement of an insolvency or liquidation proceeding, accrue) after the commencement of an insolvency or liquidation proceeding in accordance with and at the rate specified in the relevant Agreement Document whether or not the claim for such interest is allowed as a claim in such insolvency or liquidation proceeding.

“Antitrust Laws” shall have the meaning specified in Section 14.03(b).

“B/D Subsidiaries” mean Apex Clearing Corporation and Electronic Transaction Clearing, Inc.

“ Bankruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Law” means the Bankruptcy Code and any other federal, state or foreign bankruptcy, insolvency, receivership or similar laws applicable to the Company or any of the Guarantors.

2

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or a duly authorized committee thereof;

(2) with respect to a partnership, the board of directors of the general partner of the partnership;

(3) with respect to a limited liability company managed by the member or members, the managing member or members or any controlling committee of managing members thereof;

(4) with respect to a limited liability company managed by a manager or managers, the manager or managers and any controlling committee of managers; and

(5) with respect to any other person, the board or committee of such person serving a similar function.

“ Business Day” means any day other than a Saturday, a Sunday or other day on which banking institutions in New York City or, with respect to any payment on a Note, the place of payment, are authorized or required by law, regulation or executive order to close or remain closed.

“Capital Lease Obligation” means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP; and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Capital Stock” with respect to any Person means any and all shares, interests, rights, participations or other equivalents of or interests in (however designated) stock, limited liability company interests or other equity interests issued by such Person that confer the right to receive a share of the profits and losses of, or distributions of, such Person, but shall not include any debt securities convertible into or exchangeable for any securities otherwise constituting Capital Stock pursuant to this definition, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means (i) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States of America, in each case maturing within one year from the date of acquisition thereof; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the three highest ratings obtainable from either S&P or Moody’s; (iii) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iv) certificates of deposit or bankers’ acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any U.S. branch of a foreign bank or by a bank organized under the

3

laws of any foreign country recognized by the United States of America, in each case having at the date of acquisition thereof combined capital and surplus of not less than $ 250,000,000 (or the foreign currency equivalent thereof); (v) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (i) above entered into with any bank meeting the qualifications specified in clause (iv) above; and (vi) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (i) through (v) above.

“Cash Interest” shall have the meaning specified in Section 2.03(c)(i).

“Change of Control” means (1) (x) following the consummation of a Qualified Public Company Event in which the Common Stock of the Company is listed on a Permitted Exchange, any Combination Transaction as a result of which holders of Common Equity of the Company immediately prior to such Combination Transaction own, directly or indirectly, in the aggregate, less than 50% of the voting power of Common Equity of the continuing, surviving, or succeeding entity or the parent thereof immediately after such Combination Transaction, (y) following the consummation of a Qualified Public Company Event in which the Common Stock of the SPAC is listed on a Permitted Exchange, any Combination Transaction as a result of which holders of Common Equity of the SPAC immediately prior to such Combination Transaction own, directly or indirectly, in the aggregate, less than 50% of the voting power of Common Equity of the continuing, surviving, or succeeding entity or the parent thereof immediately after such Combination Transaction, or (z) prior to the consummation of a Qualified Public Company Event, any Combination Transaction as a result of which holders of Common Equity of the Company immediately prior to such Combination Transaction, own, directly or indirectly, in the aggregate, less than a majority of the voting power of the Common Equity of the continuing, surviving or succeeding entity or the parent thereof immediately after such Combination Transaction, (2) (x) following the consummation of a Qualified Public Company Event in which the Common Stock of the Company is listed on a Permitted Exchange, any transaction or series of related transactions in which in excess of 50% of the voting power of the Common Equity of the Company is transferred to any “person” or “group” within the meaning of Section 13(d) of the Exchange Act or any such “person” or “group” becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) in excess of 50% of the voting power of the Common Equity of the Company, (y) following the consummation of a Qualified Public Company Event in which the Common Stock of the SPAC is listed on a Permitted Exchange, any transaction or series of related transactions in which in excess of 50% of the voting power of the Common Equity of the SPAC is transferred to any “person” or “group” within the meaning of Section 13(d) of the Exchange Act or any such “person” or “group” becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) in excess of 50% of the voting power of the Common Equity of the SPAC, or (z) prior to the consummation of a Qualified Public Company Event, any transaction or series of related transactions in which a majority of the voting power of the Company’s Common Equity is transferred to any “person” or “group” within the meaning of Section 13(d) of the Exchange Act or any such “person” or “group” becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of a majority of the voting power of the Company’s Common Equity, or (3) any sale, lease, or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one of the Company’s direct or indirect Wholly-Owned Subsidiaries.

4

Notwithstanding the foregoing, any Qualified Public Company Event shall be deemed not to constitute a Change of Control for the purposes of this Agreement.

“Change of Control Company Notice” Shall have the meaning specified in Section 15.03(b).

“Change of Control Conversion Obligation” shall have the meaning specified in Section 14.01.

“Change of Control Conversion Rate” shall have the meaning specified in the definition of “Conversion Rate”.

“Change of Control Effective Date” shall have the meaning specified in Section 14.01.

“Change of Control Redemption” shall have the meaning specified in Section 13.02.

“Change of Control Redemption Date” shall have the meaning specified in Section 13.03(a).

“Change of Control Redemption Notice” shall have the meaning specified in Section 13.03(a).

“Change of Control Redemption Price” shall have the meaning specified in Section 13.02.

“Change of Control Repurchase Date” shall have the meaning specified in Section 15.03(a).

“Change of Control Repurchase Expiration Time” shall have the meaning specified in Section 15.07(a)(i).

“Change of Control Repurchase Notice” shall have the meaning specified in Section 15.07(a)(i).

“Change of Control Repurchase Price” shall have the meaning specified in Section 15.03(a).

“Clause A Distribution” shall have the meaning specified in Section 14.05(c).

“Clause B Distribution” shall have the meaning specified in Section 14.05(c).

“Clause C Distribution” shall have the meaning specified in Section 14.05(c).

“close of business” means 5:00 p.m. (New York City time).

“Combination Transaction” means with respect to a Person any consolidation or merger of such Person with or into any other corporation or other entity or person (including any acquisition, purchase or similar transaction of or involving such Person by another Person), or any other reorganization, in each case, excluding any transaction effected solely for the purpose of reincorporating into another jurisdiction.

5

“Commission” means the U.S. Securities and Exchange Commission.

“Common Equity” of any Person means Capital Stock of such Person that is generally entitled to vote in the election of members of the Board of Directors of such Person.

“Common Stock” means: (a) if the Qualified Public Company Event is a SPAC Transaction, the Common Equity of the SPAC that is listed on a Permitted Exchange in connection with such Qualified Public Company Event, (b) if the Qualified Public Company Event is a Listing Event, the Common Equity of the Company that is listed on a Permitted Exchange in connection with such Qualified Public Company Event or (c) prior to a Qualified Public Company Event, the Company’s membership interests, subject to Section 14.08.

“Company” shall have the meaning specified in the first paragraph of this Agreement, and from and after the date a Successor Company is substituted for the Company subject to and in accordance with the provisions of Article 11, the Successor Company.

“Company Shares” means, as of the date of determination, the number of outstanding shares of Common Stock of the Company, calculated on a Fully-Diluted Basis, excluding shares of Common Stock issuable upon conversion of the Notes.

“Conversion Agent” shall have the meaning specified in Section 4.02.

“Conversion Date” shall have the meaning specified in Section 14.03(c).

“Conversion Obligation” shall have the meaning specified in Section 14.02.

“Conversion Rate” means, for each $1,000 principal amount of Notes:

(a) (i) with respect to any conversion in connection with a Change of Control consummated prior to a Qualified Public Company Event, the quotient (rounded to eight decimal places) of (A) $1,000 and (B) the lesser of (x) the Transaction Price per share of Common Stock in such Change of Control transaction and (y) the quotient (rounded to eight decimal places) of (1) the Valuation Cap and (2) the number of Company Shares as of immediately prior to such Change of Control (the “Change of Control Conversion Rate”), provided that, a conversion of Notes shall be deemed for these purposes to be “in connection with” a Change of Control if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the tenth (10^th) Business Day prior to the anticipated Effective Date of the Change of Control until the close of business on the Business Day prior to the Change of Control Effective Date, and (ii) with respect to any conversion in connection with a Change of Control consummated following a Qualified Public Company Event, the Conversion Rate determined in accordance with clause (c) of this definition;

(b) prior to the Qualified Public Company Event:

6

(i) if no Equity Financing has been consummated, the quotient (rounded to eight decimal places) of (i) $1,000 and (ii) $29,666.31041173, representing the quotient of (A) the Valuation Cap and (B) the number of Company Shares as of the date hereof; or

(ii) only if greater than clause (b)(i) above, if a Qualified Equity Financing has been consummated, the quotient (rounded to eight decimal places) of (i) $1,000 and (ii) the quotient of (A) the Adjusted Equity Value of the Company (as determined based on such Qualified Equity Financing) and (B) the number of outstanding shares of Common Stock of the Company on a Fully-Diluted Basis as of immediately prior to the consummation of such Qualified Equity Financing; or

(c) upon and after completion of the Qualified Public Company Event:

(i) if a SPAC Transaction is the Qualified Public Company Event, the quotient (rounded to eight decimal places) of (A) $1,000 and (B) the lesser of (x) the SPAC Transaction PIPE Valuation and (y) the quotient (rounded to eight decimal points) of (1) the Valuation Cap and (2) the number of SPAC-Equivalent Company Shares;

(ii) if a Direct Listing is the Qualified Public Company Event, the quotient (rounded to eight decimal places) of (A) $1,000 and (B) the lesser of (x) the average of each of the Daily VWAPs of the Common Stock on the five consecutive Trading Days (or such lesser number of Trading Days as have elapsed from, and including, the date of settlement of the opening trade on the applicable Permitted Exchange to, but excluding, the Conversion Date) beginning on the first Trading Day after the date of settlement (in accordance with Rule 15c6-1(a) under the Exchange Act) of the opening trade on the applicable Permitted Exchange of Common Stock following the Direct Listing and (y) the quotient (rounded to eight decimal places) of (1) the Valuation Cap and (2) the number of Company Shares as of the date of such Direct Listing (prior to giving effect to such Direct Listing but after giving effect to any reverse stock split or similar adjustment made in connection therewith) ; or

(iii) if the Qualified Public Company Event is neither a SPAC Transaction nor a Direct Listing, the quotient (rounded to eight decimal places) of (A) $1,000 and (B) the lesser of (x) the price per share of Common Stock offered to the public in the underwritten initial public offering and (y) the quotient (rounded to eight decimal places) of (1) the Valuation Cap and (2) the number of Company Shares as of the date of such underwritten public offering (prior to giving effect to such underwritten initial public offering but after giving effect to any reverse stock split or similar adjustment made in connection therewith);

in any case, subject to adjustment as provided in Article 14. In addition, at any time after a PIK Payment has been made, any applicable Conversion Rate shall be recast, to the extent not already so adjusted, to represent a number of shares of Common Stock per $1.00 of principal amount of Notes by taking the quotient of (i) such Conversion Rate and (ii) $1,000.

7

“Daily VWAP” shall mean the per share volume-weighted average price as reported by Bloomberg, LP (or any successor service thereto) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on the relevant Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock that is listed on a Permitted Exchange in connection with a Qualified Public Company Event on such Trading Day determined using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

“ Default” means any event that is, or after notice or passage of time, or both, would be, an Event of Default.

“Default Rate” has the meaning specified in Section 2.03(c)(iv).

“Defaulted Amounts” means any amounts (including, without limitation, the Fundamental Change Repurchase Price, Change of Control Repurchase Price, principal and interest) that are payable in respect of any Notes but are not punctually paid or duly provided for.

“Designated Country” means each of the Cayman Islands, British Virgin Islands, and any country or state which is a member of the Organization for Economic Cooperation and Development.

“Determination Date” shall have the meaning specified in the definition of “SPAC Transaction PIPE Valuation.”

“Direct Listing” means the listing on a Permitted Exchange in connection with the registration of any shares of Capital Stock of the Company by means of an effective registration statement under the Securities Act and/or the Exchange Act that registers shares of Capital Stock without an underwritten public offering of such shares.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions and whether effected pursuant to a Division, an issuance of Capital Stock, or otherwise) of any property by any Person (including any sale and leaseback transaction), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

Notwithstanding the preceding, each of the following items will be deemed not to be a Disposition:

(1) Any Investment that is not a Restricted Investment;

(2) the sale, lease or other transfer of products, raw materials, feedstock, services or accounts receivable in the ordinary course of business;

(3) the sale or other disposition of Cash Equivalents;

8

(4) licensing and sub-licensing by the Company of Intellectual Property permitted by Section 4.17 hereof;

(5) any sale, abandonment or other disposition of damaged, worn-out, redundant or obsolete assets in the ordinary course of business;

(6) the granting of Liens not prohibited by this Agreement;

(7) a Restricted Payment that does not violate the terms of this Agreement;

(8) any transfer of assets between the Company and any Guarantor or Restricted Subsidiary or among any Guarantors and/or Restricted Subsidiaries;

(9) any Permitted Equity Raise; and

(10) any issuance of Permitted Disqualified Stock or awards exercisable for Common Stock pursuant to any equity incentive plan approved by the Board of Directors of the Company.

“Dispute Notice” shall have the meaning specified in the definition of “Transaction Price.”

“Disputing Holders” shall have the meaning specified in the definition of “Transaction Price.”

“Disputing Holders’ Calculation” shall have the meaning specified in the definition of “Transaction Price.”

“Disqualified Stock” means any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Capital Stock that is not Disqualified Stock and/or cash in lieu of fractional shares), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder of the Capital Stock (other than solely for Capital Stock that is not Disqualified Stock and/or cash in lieu of fractional shares), in whole or in part, (c) requires the payment of any cash dividend or any other scheduled cash payment, or (d) is or becomes convertible into or exchangeable for Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 4.11 of this Agreement) or any other Capital Stock that would constitute Disqualified Stock, in each case, prior to the date that is 90 days after the date on which the Notes mature. Notwithstanding the preceding sentence, only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock. For the avoidance of doubt, the Common Stock as of the date hereof is not Disqualified Stock.

“Distributed Property” shall have the meaning specified in Section 14.05(c).

“Dividing Person” shall have the meaning specified in the definition of “Division.”

9

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“DTC” shall mean The Depository Trust Company, a New York corporation.

“Effective Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, reflecting the relevant share split or share combination, as applicable.

“ Equity Financing” means any offering and sale (other than, for the avoidance of doubt, a SPAC Transaction Financing) by the Company, in one transaction or a series of transactions, following the date hereof and prior to the Qualified Public Company Event, of shares of Capital Stock of the Company to one or more investors (i) for cash for financing purposes or (ii) upon the conversion of promissory notes or other similar instruments or rights convertible into or exchangeable or exercisable a class and/or series of such Capital Stock issued by the Company following the date hereof and prior to the Qualified Public Company Event for cash for financing purposes (collectively, “Future Bridge Notes”).

“Equity Value of the Company” means with respect to an Equity Financing, the pre-money equity value of the Company implied by such Equity Financing equal to the difference between (i) (x) the total gross proceeds received by the Company in such Equity Financing (including the gross proceeds previously received by the Company in respect of Future Bridge Notes that convert in connection with such Equity Financing, if any) divided by (y) the percentage (expressed as a decimal to eight decimal points) of the outstanding Common Stock of the Company on a Fully-Diluted Basis (after giving effect to such Equity Financing) issued to the investors (including holders of Future Bridge Notes that convert in connection with such Equity Financing, if any) in such Equity Financing minus (ii) the total gross proceeds received by the Company in such Equity Financing (including the gross proceeds previously received by the Company in respect of Future Bridge Notes that convert in connection with such Equity Financing, if any).

“Event of Default” shall have the meaning specified in Section 6.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Ex-Dividend Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

“Existing Agreement Obligations” means contractual obligations pursuant to agreements executed prior to the Issue Date.

10

“fair market value” means with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a sale of such asset or group of assets at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, as determined in good faith by the Board of Directors of the Company.

“Final Transaction Price Notice” shall have the meaning specified in the definition of “Transaction Price.”

“ Form of Assignment and Transfer” means the “Form of Assignment and Transfer” attached as Attachment 4 to the Form of Note attached hereto as Exhibit A.

“ Form of Change of Control Repurchase Notice” means the “Form of Change of Control Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

“ Form of Fundamental Change Repurchase Notice” means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 3 to the Form of Note attached hereto as Exhibit A.

“Form of Note” means the “Form of Note” attached hereto as Exhibit A.

“Form of Notice of Conversion” means the “Form of Notice of Conversion” attached as Attachment 1 to the Form of Note attached hereto as Exhibit A.

“Fully-Diluted Basis” with respect to any Person specified in clause (a), (b) or (c) of the definition of Common Stock, as applicable, means, as of any date of determination, the sum of (x) the number of shares of Common Stock of such Person then outstanding, plus (y) the number of shares of Common Stock issuable upon the exercise, conversion or exchange of all then-outstanding warrants, options, convertible Capital Stock or Indebtedness, exchangeable Capital Stock or Indebtedness, or other rights exercisable for or convertible or exchangeable into, directly or indirectly, Common Stock, whether at the time of issue or upon the passage of time or upon the occurrence of some future event, and whether or not in the money as of such date of determination.

“Fundamental Change” shall be deemed to have occurred if any of the following occurs after a Qualified Public Company Event and prior to the Maturity Date:

(a) a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act, other than the Company, its direct or indirect Wholly-Owned Subsidiaries and the employee benefit plans of the Company and its direct or indirect Wholly-Owned Subsidiaries, files a Schedule TO, Schedule 13D or any other schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s Common Equity representing more than 50% of the voting power of the Company’s Common Equity;

11

(b) the consummation of (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets; (ii) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted into cash, securities or other property or assets; or (iii) any sale, conveyance, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one or more of the Company’s direct or indirect Wholly-Owned Subsidiaries; provided, however, that a transaction described in clause (i) or (ii) in which the holders of all classes of the Company’s Common Equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions (relative to each other) as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause (b);

(c) the holders of Capital Stock of the Company approve any plan for the liquidation or dissolution of the Company;

(d) the Common Stock (or other common stock underlying the Notes) ceases to be listed or quoted on any Permitted Exchange; or

(e) the Company, any Guarantor or any Restricted Subsidiary breaches the covenant in Section 4.11;

provided, however, that a transaction or transactions described in clause (a) or (b) above shall not constitute a Fundamental Change, if at least 90% of the consideration received or to be received by holders of the Common Stock of the Company, excluding cash payments for fractional shares and cash payments made in respect of dissenters’ statutory appraisal rights, in connection with such transaction or transactions consists of shares of common stock that are listed or quoted on any Permitted Exchange or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions such consideration becomes Reference Property for the Notes, excluding cash payments for fractional shares and cash payments made in respect of dissenters’ statutory appraisal rights (subject to the provisions set forth under Section 14.03). For the avoidance of doubt, a Qualified Public Company Event shall be deemed not to constitute a Fundamental Change for the purposes of this Agreement.

If any transaction occurs in which the Common Stock is converted into, or exchanged for, Reference Property consisting of Capital Stock of another entity, references to the Company in the definition of “Fundamental Change” above shall instead be references to such other entity.

If, following a Qualified Public Company Event, the Notes are convertible under the terms of this Agreement into Capital Stock of the SPAC or any other entity other than the Company, references to the Company in the definition of “Fundamental Change” above shall instead be references to the SPAC or such other entity, as applicable.

“Fundamental Change Company Notice” shall have the meaning specified in Section 15.02(b).

“Fundamental Change Repurchase Date” shall have the meaning specified in Section 15.02(a).

12

“Fundamental Change Repurchase Expiration Time” shall have the meaning specified in Section 15.07(a)(i).

“Fundamental Change Repurchase Notice” shall have the meaning specified in Section 15.07(a)(i).

“Fundamental Change Repurchase Price” shall have the meaning specified in Section 15.02(a).

“Future Bridge Notes” shall have the meaning specified in the definition of “Equity Financing”.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or any other obligation of any other Person:

(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or

(b) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“ Guarantor” means each Person that is required to and executes a supplemental agreement with the Company and the Representative substantially in the form of Exhibit C attached hereto and delivers it to the Representative, pursuant to which such Person unconditionally Guarantees all of the Company’s Obligations under the Agreement Documents on the terms set forth in the Agreement Documents until the Note Guarantee of such Person has been released in accordance with the provisions of this Agreement. In no event will either B/D Subsidiary be a Guarantor.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(a) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

13

(b) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(c) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Holder,” as applied to any Note, or other similar terms (but excluding the term “beneficial holder”), means any Person in whose name a particular Note is registered on the Note Register at the applicable time.

“Holder Representatives” shall have the meaning specified in Section 4.06(a)(ii).

“HSR Act” shall have the meaning specified in Section 14.03(b).

“incur” shall have the meaning specified in Section 4.11.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(a) the principal (or, with respect to such Indebtedness issued with original issue discount, the accreted value) in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable;

(b) all Capital Lease Obligations of such Person;

(c) all obligations of such Person for the deferred purchase price of property or services due more than six months after such property or services are acquired or taken, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement to the extent of the value of such property (but excluding any accounts payable or other liability to trade creditors arising in the ordinary course of business);

(d) all obligations of such Person for the reimbursement of any obligor on any letter of credit, surety bonds, bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (a) through (c) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the 30th day following payment on the letter of credit);

(e) to the extent not otherwise included in this definition, net payment obligations under any Hedging Obligations of such Person; and

14

(f) all obligations of the type referred to in clauses (a) through (e) of other Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;

if, and to the extent, with respect to clauses (a), (b), (c) and (e) only, any of the preceding items referred to in clauses (a), (b), (c) and (e) would appear as a liability upon the balance sheet of the specified Person in accordance with GAAP.

“Initial Notes” the first $100,000,000 aggregate principal amount of Notes issued under this Agreement on the Issue Date.

“Intellectual Property” means, with respect to any Person, all patents, patent applications and like protections, including improvements divisions, continuation, renewals, reissues, extensions and continuations in part of the same, trademarks, trade names, trade styles, trade dress, service marks, logos and other business identifiers and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the goodwill of the business of such Person connected with and symbolized thereby, copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative works, whether published or unpublished, technology, know-how and processes, operating manuals, trade secrets, computer hardware and software, rights to unpatented inventions and all applications and licenses therefor, used in or necessary for the conduct of business by such Person and all claims for damages by way of any past, present or future infringement of any of the foregoing.

“Interest Payment Date” means each February 1 and August 1 of each year, beginning on August 1, 2021.

“Interest Period” means the period commencing on and including an Interest Payment Date and ending on and including the day immediately preceding the next succeeding Interest Payment Date, with the exception that the first Interest Period shall commence on and include the Issue Date (the Interest Payment Date for any Interest Period shall be the immediately succeeding Interest Payment Date following the last day of such Interest Period).

“Interest Rate” has the meaning set forth in the Form of Note attached hereto as Exhibit A.

“Investment” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates of such Person) in the form of loans (including Guarantees) and advances, capital contributions, purchases or other acquisitions for consideration of Capital Stock or other securities. The amount of all Investments (other than cash) will be the fair market value (as determined in good faith by the Board of Directors of the Company) on the date of the Investment.

“IPO” shall have the meaning specified in Section 14.09(d).

“Issue Date” means February 19, 2021.

15

“Last Reported Sale Price ” of the Common Stock or any other security on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the Relevant Stock Exchange on which the Common Stock (or such other security) is then listed or admitted for trading. If the Common Stock or such other security is not listed for trading on a Relevant Stock Exchange on the relevant date, the “Last Reported Sale Price” shall be the average of the last quoted bid and ask prices for the Common Stock or such other security in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock or such other security is not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices for the Common Stock or such other security on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose. The “Last Reported Sale Price” shall be determined without regard to after-hours trading or any other trading outside of regular trading session hours.

“Lien” means, with respect to any asset or right, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge, security assignment or security interest in or on such asset or right, and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset or right.

“Liquidity” means unrestricted cash and Permitted Investments owned by the Company as would, in conformity with GAAP, be reflected on a consolidated balance sheet of the Company and its Subsidiaries.

“Listing Event” means any transaction (other than a SPAC Transaction), including any underwritten initial public offering or Direct Listing, pursuant to which (1) the Common Equity of the Company (or Successor Company, as applicable) (a) is first registered under Section 12(b) of the Exchange Act, (b) is listed on a Permitted Exchange and (c) represents the Common Stock into which the Notes are convertible under this Agreement and (2) the Company (or Successor Company, as applicable) is a corporation organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or any Designated Country.

“LLC Agreement” means that certain Fifth Amended and Restated Limited Liability Company Agreement, dated February 10, 2021, by and among the Company and the investors party thereto, as may be amended or restated from time to time.

“Lock-Up Period” shall have the meaning specified in Section 4.09(d).

“Market Disruption Event” means (a) a failure by the primary U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock.

16

“Maturity Date” for any Note, PIK Note or Additional Note means February 19, 2023.

“Maximum Percentage” shall have the meaning specified in Section 14.03(k).

“Minimum Principal Amount” means a majority in aggregate principal amount of the Notes then outstanding.

“Non-SPAC Share Consideration” shall have the meaning specified in the definition of “SPAC-Equivalent Company Shares.”

“Note” or “Notes” shall have the meaning specified in the first paragraph of the recitals of this Agreement. Any Initial Notes, any PIK Notes and any Additional Notes shall be treated as a single class for all purposes under this Agreement, including, without limitation, waivers, amendments and offers to purchase. Unless the context otherwise requires, (a) all references to the “Notes” include any Initial Notes, any PIK Notes and any Additional Notes and (b) all references to “principal amount” of Notes include any increase in the principal amount of outstanding Notes (including PIK Notes and any Additional Notes) as a result of a PIK Payment and references to “payment of principal” shall include, to the extent applicable, the payment of the Fundamental Change Repurchase Price, the Change of Control Repurchase Price, or the redemption price in respect a Change of Control Redemption. Unless the context otherwise requires, any express mention of Additional Notes or PIK Notes, as applicable, in any provision hereof shall not be construed as excluding Additional Notes or PIK Notes, as applicable, in those provisions hereof where such express mention is not made.

“Note Guarantee” shall have the meaning specified in Section 16.01.

“Note Purchase Agreement” shall have the meaning specified in the definition of “Second Tranche Notes.”

“Note Register” shall have the meaning specified in Section 2.05.

“Note Registrar” shall have the meaning specified in Section 2.05.

“Notice of Conversion” shall have the meaning specified in Section 14.03(b).

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Officer ” means, with respect to any entity, the President, the Chief Executive Officer, the Chief Financial Officer, the Chief Commercial Officer, the Chief Integration Officer, the Chief Accounting Officer, the Controller, the Treasurer, the Secretary, any Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”).

“ Officer’s Certificate,” when used with respect to the Company or a Guarantor, if any, means a certificate that is signed by any Officer of the Company or a Guarantor, if any, as the case may be. Each such certificate shall include the statements provided for in Section 18.05 if and to the extent required by the provisions of such Section. The Officer giving an Officer’s Certificate pursuant to Section 4.08 shall be the principal executive, financial or accounting officer of the Company.

17

“open of business” means 9:00 a.m. (New York City time).

“Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company (or such other party having an obligation under this Agreement to obtain such legal opinion), or other counsel who is reasonably acceptable to the Representative (or other party receiving such legal opinion hereunder), as applicable, which opinion may contain customary exceptions and qualifications as to the matters set forth therein. Each such opinion shall include the statements provided for in Section 18.05 if and to the extent required by the provisions of such Section.

“outstanding,” when used with reference to Notes, shall mean, as of any particular time, all Notes then outstanding, except:

(a) Notes, or portions thereof, that have become due and payable and in respect of which monies in the necessary amount shall have been deposited with any Paying Agent (other than the Company) or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent);

(b) Notes converted pursuant to Article 14 and required to be cancelled pursuant to Section 2.08; and

(c) Notes repurchased by the Company.

“Partial PIK Interest” shall have the meaning specified in Section 2.03(c)(i).

“Paying Agent” shall have the meaning specified in Section 4.02.

“PEAK6 Debt” means Indebtedness incurred by the Company or any Guarantor or Restricted Subsidiary and owed to PEAK6 Investments LLC or PEAK6 Group LLC (or any of their respective Affiliates) and (a) set forth on Schedule B or (b) incurred after the date hereof; provided that such Indebtedness in this clause (b), (i) is subordinated in right of payment to the Obligations with respect to this Agreement and the Notes, (ii) does not provide for any scheduled amortization or mandatory prepayment of principal prior to the Stated Maturity thereof, (iii) contains usual and customary subordination terms, (iv) specifically designates this Agreement and all Obligations in respect of this Agreement and the Notes as “designated senior indebtedness” or similar term so that the subordination terms referred to in clause (iii) of this definition specifically refer to such Indebtedness as being subordinated to the Obligations in respect of this Agreement and the Notes pursuant to such subordination terms and (v) has a stated maturity date that is, and shall only be redeemed or repurchased, no earlier than the 181^st day following the Maturity Date (except to the extent redeemed or repurchased in connection with a Qualified Public Company Event and using proceeds thereof).

“ Permitted Disqualified Stock” means any Disqualified Stock issued pursuant to any Existing Agreement Obligation.

18

“Permitted Equity Raise ” means the sale and issuance by the Company of Capital Stock (other than Disqualified Stock) of the Company in one or a series of transactions, which transactions are subject to the Holders’ rights under Section 3.9 of the Note Purchase Agreement, subject to the terms thereof.

“Permitted Exchange” means any of The New York Stock Exchange, The Nasdaq Global Select Market, The Nasdaq Global Market or The Nasdaq Capital Market (or any of their respective successors).

“Permitted Indebtedness” means:

(a) Indebtedness of the Company existing on the Issue Date and disclosed on Schedule B hereto, and any Permitted Refinancing Indebtedness in respect thereof;

(b) Indebtedness represented by the Notes and the Guarantees of the Notes;

(c) Indebtedness represented by PIK Interest or Partial PIK Interest;

(d) Hedging Obligations in the ordinary course of business;

(e) PEAK6 Debt;

(f) intercompany Indebtedness among the Company and the Guarantors and/or Restricted Subsidiaries;

(g) Guarantees by the Company or any Guarantor or Restricted Subsidiary of Indebtedness that is permitted to be incurred by Section 4.11;

(h) Indebtedness arising from (i) netting services, overdraft protections and similar arrangements in respect of deposit accounts and (ii) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, in each case, so long as such Indebtedness is covered within five business days of receiving notice thereof;

(i) Indebtedness in respect of (A) workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, (B) the financing of insurance premiums or self-insurance obligations, (C) indemnity, bid, performance, warranty, release, appeal, surety, customs and similar bonds, letters of credit and banker’s acceptances for operating purposes, and (D) letters of credit issued or incurred to support the purchase of supplies, raw materials and equipment in the ordinary course of business;

(j) Indebtedness represented by the Second Tranche Notes and the Guarantees of the Second Tranche Notes; and

(k) working capital lines of the Company and the Guarantors in an amount not to exceed $5,000,000 in the aggregate at any one time outstanding.

19

“Permitted Investments” means:

(a) any Investment in the Company or any of its Restricted Subsidiaries or B/D Subsidiaries;

(b) Investments represented by Hedging Obligations;

(c) repurchases or redemptions of Notes required by this Agreement; and

(d) any Guarantee of Indebtedness permitted to be incurred pursuant to Section 4.11 of this Agreement.

“Permitted Liens” means:

(a) Liens in favor of the Company or any Guarantor or Restricted Subsidiary;

(b) Liens for taxes, assessments or governmental charges or levies if the same shall not at the time be delinquent for more than 30 days or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings, provided that any reserve or other appropriate provision required in accordance with GAAP shall have been made therefor;

(c) Liens imposed by law or arising by operation of law, including without limitation, landlords’, materialmen’s, repairmen’s, mailmen’s, suppliers’, vendors’, carriers’, warehousemen’s and mechanics’ Liens and other similar Liens, Liens for master’s and crew’s wages and other similar laws, arising in the ordinary course of business and for payment obligations that are not more than 60 days past due or are being contested in good faith and by appropriate proceedings;

(d) pledges, deposits or Liens in connection with workers’ compensation, professional liability insurance, unemployment insurance and other social security and other similar legislation and or other insurance-related obligations (including, without limitation, pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements);

(e) Liens incurred in the ordinary course of business to secure performance of obligations with respect to letters of credit, bank guarantees, statutory or regulatory requirements, performance or completion bonds, performance of return-of-money bonds, surety or appeal bonds, or other obligations of a like nature and incurred in connection with port authority facilities projects or otherwise in the ordinary course of business;

(f) Liens incurred or pledges or deposits made under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which the Company or any Subsidiary is party, or deposits to secure public or statutory obligations, or deposits for the payment of rent, in each case incurred in the ordinary course of business;

20

(g) easements, building restrictions, zoning restrictions, survey exceptions, encumbrances, title deficiencies, easements or reservations of rights of others for licenses, rights of way and similar purposes and such other encumbrances or charges against real property as do not materially interfere with the Company’s use of the real property;

(h) Liens granted by any Guarantor or Restricted Subsidiary and existing on the date of the consummation of the SPAC Transaction pursuant to Section 4.19;

(i) judgment Liens with respect to judgments, decrees or orders not giving rise to an Event of Default so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been initiated for the review of such judgments, decrees or orders shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

(j) Liens securing obligations of the Company or any Guarantor or Restricted Subsidiary under Hedging Obligations incurred in the ordinary course of business;

(k) Liens arising under conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business;

(l) Liens securing the Agreement Obligations in respect of the Notes and Notes Guarantees;

(m) (i) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries, (ii) any interest or title of a lessor under any leases or subleases entered into by the Company or any of its Subsidiaries in the ordinary course of business, and (iii) any interest of co-sponsors, co-owners or co-developers of intellectual property;

(n) (i) Liens of a collection bank on items in the course of collection, (ii) Liens attaching to commodity trading accounts or other brokerage accounts in the ordinary course of business, (iii) bankers’ Liens and other Liens in favor of banking institutions by law or contract encumbering deposits which are customary in the banking industry and (iv) Liens securing cash management obligations arising in the ordinary course of business;

(o) Liens arising from UCC financing statements regarding operating leases, joint venture agreements, transfers of accounts or transfers of chattel paper entered into in the ordinary course of business;

(p) Liens arising by law or contract on insurance policies and the proceeds thereof to secure premiums thereunder;

(q) deposits as security and liens securing surety and appeal bonds, letters of credit and similar obligations in connection with contested taxes or contested import or customs duties; and

(r) Liens existing on the Issue Date.

21

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any Guarantor or Restricted Subsidiary issued in exchange for, or the net proceeds of which are used to renew, refund, replace, defease or discharge other Indebtedness of the Company or any Guarantor or Restricted Subsidiary (other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has (a) a final maturity date not earlier than the final maturity date of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and (b) a weighted average life to maturity (i) equal to or greater than the weighted average life to maturity of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged or (ii) at least more than 90 days after the final maturity date of the Notes; and

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(4) is not secured by a Lien on any assets other than the collateral securing the Indebtedness being refinanced or extended, except to the extent that such additional assets or collateral is also pledged to the Holders;

(5) the obligors of which are the same as the obligors of the Indebtedness being refinanced or extended, except to the extent that such additional obligors also become Guarantors or Restricted Subsidiaries hereunder; and

(6) is otherwise on terms no less favorable to the Company and its Subsidiaries, taken as a whole, than those of the Indebtedness being refinanced or extended, in each case unless (1) the Holders also receive the benefit of such more restrictive terms, (2) any such provisions apply after the Maturity Date at the time of such refinancing, or (3) such terms shall be reasonably satisfactory to the Holders;

provided that a certificate of the Company or the applicable Guarantor or Restricted Subsidiary delivered to the Holders at least ten (10) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such resulting Indebtedness or drafts of the documentation relating thereto, stating that the Company or applicable Guarantor or Restricted Subsidiary has determined in good faith that such terms and conditions satisfy the foregoing requirements, shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Holders notify the Company within such ten (10) Business Days period that it disagrees with such determination (including a reasonably detailed description of the basis upon which it disagrees).

22

“Person” means an individual, a corporation, a limited liability company, an association, a partnership, a joint venture, a joint stock company, a trust, an unincorporated organization or a government or an agency or a political subdivision thereof.

“Physical Notes” means certificated Notes in registered form.

“PIK Interest” shall have the meaning specified in Section 2.03(c)(i) (and shall include, as the context so requires, any Partial PIK Interest).

“PIK Notes” shall have the meaning specified in Section 2.03(c)(i).

“PIK Payment” shall have the meaning specified in Section 2.03(c)(i).

“Purchase Money Obligations” means any Indebtedness incurred to finance or refinance the acquisition, design, leasing, construction, installation or improvement of property (real or personal), plant, equipment or other assets, and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise, in each case, within 180 days of such acquisition, design, leasing, construction, installation or improvement.

“Purchase Rights” shall have the meaning specified in Section 4.24.

“Qualified Public Company Event” means the earlier to occur of the consummation of: (1) a SPAC Transaction and (2) a Listing Event.

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock of the applicable Person (or other applicable security) have the right to receive any cash, securities or other property or in which the Common Stock of the applicable Person (or such other security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock of the applicable Person (or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors of such Person, by statute, by contract or otherwise).

“Reference Property” shall have the meaning specified in Section 14.08(a).

“Registration Rights Agreement” shall have the meaning set forth in the Note Purchase Agreement.

“Registrable Securities” shall have the meaning set forth in Section 14.09(d).

“Regular Record Date,” with respect to any Interest Payment Date, means the January 15 and July 15 (whether or not such day is a Business Day) immediately preceding the Interest Payment Date.

23

“Relevant Stock Exchange” with respect to the Common Stock (or any other security for which a closing sale price must be determined) means The New York Stock Exchange, The Nasdaq Global Select Market, The Nasdaq Global Market or The Nasdaq Capital Market, or if the Common Stock (or such other security) is not then listed or admitted for trading on any of The New York Stock Exchange, The Nasdaq Global Select Market, The Nasdaq Global Market or The Nasdaq Capital Market, the principal other U.S. national or regional securities exchange on which the Common Stock (or such other security) is then listed or admitted for trading.

“Resale Restriction Termination Date” shall have the meaning specified in Section 2.05(c).

“Restricted Investment” means any Investment, directly or indirectly, in any of the Company’s Subsidiaries, other than a Permitted Investment.

“Restricted Payments” shall have the meaning specified in Section 4.15.

“Restricted Securities” shall have the meaning specified in Section 2.05(c).

“Restricted Subsidiary” means any Subsidiary of Borrower other than an Unrestricted Subsidiary. As of the Issue Date, each Subsidiary of the Company is a Restricted Subsidiary.

“Rule 144” means Rule 144 as promulgated under the Securities Act.

“Rule 144A” means Rule 144A as promulgated under the Securities Act.

“Scheduled Trading Day” means a day that is scheduled to be a Trading Day on the Relevant Stock Exchange on which the Common Stock is then listed or admitted for trading. If the Common Stock is not listed or admitted for trading on a Relevant Stock Exchange, “Scheduled Trading Day” means a Business Day.

“Second Tranche Notes” means up to $20,000,000 in aggregate principal amount of additional Notes that may be issued pursuant to the terms and conditions set forth in the Note Purchase Agreement dated February 19, 2021, among the Company and certain affiliates of Magnetar Financial LLC (the “Note Purchase Agreement”).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Significant Subsidiary” means a Subsidiary of the Company that meets the definition of “significant subsidiary” in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act.

“SPAC” shall have the meaning specified in the definition of “SPAC Transaction”. In the event a SPAC Transaction is structured in a manner whereby an Affiliate of the SPAC becomes the direct or indirect parent of each of the SPAC and the Company (or its successor) in such SPAC Transaction and is the publicly traded entity following such SPAC Transaction, references to “the SPAC” herein shall, as the context so requires, refer to such parent company.

“SPAC-Equivalent Company Shares ” means the number of shares of Common Stock of the SPAC, calculated on a Fully-Diluted Basis as of immediately after consummation of the SPAC Transaction, that are issued or issuable pursuant to the SPAC Transaction for the Company Shares outstanding as of immediately prior to the consummation of the SPAC Transaction (which does not include any shares of Common Stock into which the Notes are convertible). In the event the

24

consideration issued or issuable to the holders of Company Shares in connection with the SPAC Transaction includes any consideration other than shares of Common Stock of the SPAC (collectively, “Non-SPAC Share Consideration”), the number of SPAC-Equivalent Company Shares shall be increased by the quotient of (i) the aggregate amount of cash plus the fair market value of any other property (as determined in accordance with clauses (a) and (b) of the definition of “Transaction Price”) comprising such Non-SPAC Share Consideration and (ii) the SPAC Transaction PIPE Valuation.

“ SPAC Transaction” means the acquisition, merger or other business combination between the Company or an Affiliate thereof (but, for purposes of this definition, “Affiliate” shall exclude any members of the Company and their respective Affiliates, but shall include any direct or indirect parent company of the Company that may be formed from time to time) and a special purpose acquisition company that, immediately prior to the consummation of such SPAC Transaction, (x) has no material assets (other than proceeds from its initial public offering, the private placement of securities in connection therewith and working capital loans made by such company’s sponsor, management team or their respective Affiliates), (y) has no material liabilities or obligations (other than ordinary course payables to vendors, professionals, consultants and other advisors, deferred underwriting fees incurred in connection with its initial public offering and otherwise to the extent arising from the rights of the company’s public shareholders to redeem their shares and receive liquidating distributions under specified circumstances), and (z) the assets of which are subject to no material Liens (such a special purpose acquisition company or any successor issuer thereto established pursuant to a holding company reorganization, a “SPAC”); provided that such acquisition, merger or other business combination will only constitute a SPAC Transaction if: (1) as a result of such acquisition, merger or other business combination the Company or such Affiliate (a) merges with and into the SPAC (b) becomes a wholly owned subsidiary of the SPAC or (c) becomes an Affiliate of the SPAC, (2) the Common Equity of the SPAC (a) is registered under Section 12(b) of the Exchange Act and (b) is listed on a Permitted Exchange, (3) the Common Stock of the SPAC represents the Common Stock into which the Notes are convertible under this Agreement, (4) the SPAC is a corporation organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or any Designated Country and (5) the SPAC promptly enters into a supplemental agreement to this Agreement in substantially the form of Exhibit C hereto providing that it fully and unconditionally guarantees the Notes and which is also in compliance with the requirements of Section 11.03).

“SPAC Transaction Financing” means the sale by the SPAC of Capital Stock (or any securities exercisable, convertible or exchangeable into Capital Stock) in a private or public transaction at any time after the Issue Date and prior to, or concurrent with, the effective time of the SPAC Transaction that constitutes the Qualified Public Company Event. In the event a SPAC Transaction is structured in a manner whereby an Affiliate of the SPAC becomes the direct or indirect parent of each of the SPAC and the Company (or its successor) in such SPAC Transaction and is the publicly traded entity following such SPAC Transaction, the SPAC Transaction Financing shall also include any sale of Capital Stock which is part of the SPAC’s financing for the SPAC Transaction, pursuant to a subscription or purchase agreement entered into concurrently with or after the execution of the definitive merger agreement for the SPAC Transaction, by any entity that will be a Subsidiary of such parent company following the SPAC Transaction, which Capital Stock is contributed to, exchanged or otherwise converted into Capital Stock of such parent company in connection with the SPAC Transaction.

25

“SPAC Transaction PIPE Valuation ” means the lesser of (i) $10.00 (such price per share as equitably adjusted for stock splits, reverse stock splits or stock combinations, stock dividends and the like by the SPAC after the date of this Agreement and prior to the consummation of the SPAC Transaction) and (ii) if applicable, the lowest cash price per share of Common Equity (on an as-converted basis in the case of securities exercisable, convertible or exchangeable into Common Equity) at which the SPAC sells shares of its Common Equity (or securities exercisable, convertible or exchangeable into Common Equity) in one or more SPAC Transaction Financings; provided that after the determination date of such lowest cash price per share (the “Determination Date”) and until the effective time of the Qualified Public Company Event, the SPAC and its Affiliates do not take any action that would result in an adjustment to the Conversion Rate pursuant to Section 14.05 hereof (assuming for these purposes that the consummation of the Qualified Public Company Event occurred simultaneously with the Determination Date).

“Specified Corporate Event” shall have the meaning specified in Section 14.08(a).

“Spin-Off” shall have the meaning specified in Section 14.05(c).

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the fixed date on which the payment of interest or principal is due and payable in the documentation governing such, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally fixed for the payment thereof.

“Subordinated Indebtedness ” means Indebtedness of the Company that is subordinated in right of payment to the Obligations with respect to this Agreement and the Notes; provided that such Indebtedness shall (a) not provide for any scheduled amortization or mandatory prepayment of principal prior to the Stated Maturity thereof, (b) contain usual and customary subordination terms, consistent with those set forth on Exhibit B, and (c) specifically designate this Agreement and all Obligations in respect of this Agreement and the Notes as “ designated senior indebtedness” or similar term so that the subordination terms referred to in clause (b) of this definition specifically refer to such Indebtedness as being subordinated to the Obligations in respect of this Agreement and the Notes pursuant to such subordination terms. For the avoidance of doubt, the terms included in Exhibit B are not intended to be exhaustive.

“ Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.

“Successive Conversion Period” means the period beginning upon receipt by the Holders of a Change of Control Company Notice or Fundamental Change Company Notice, as applicable, and ending on the one-year anniversary of the effective date of the Change of Control or Fundamental Change.

“Successor Company” shall have the meaning specified in Section 11.01(a).

26

“Successor Guarantor” shall have the meaning specified in Section 16.03(a)(ii).

“Successor Major Transaction” means either a Change of Control or a Fundamental Change that constitutes a Specified Corporate Event in which the shares of Common Stock are converted into the right to receive cash, securities of another entity and/or other assets.

“Successor Transaction” shall have the meaning specified in Section 11.02.

“Trading Day” means a day on which (i) trading in the Common Stock (or any other security for which a closing sale price must be determined) generally occurs on a Relevant Stock Exchange and (ii) a Last Reported Sale Price for the Common Stock (or closing sale price for such other security) is available on such securities exchange or market; provided that if the Common Stock (or such other security) is not so listed or traded, “Trading Day” means a Business Day; and provided, further, that for purposes of determining any Daily VWAP, “Trading Day” means a day on which (x) there is no Market Disruption Event and (y) trading in the Common Stock generally occurs on a Permitted Exchange or, if the Common Stock is not then listed on a Permitted Exchange, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading, except that if the Common Stock is not so listed or admitted for trading, “Trading Day” means a Business Day.

“Transaction Price” means the per share amount of consideration received by the holders of Common Stock in a Change of Control. If the consideration is paid in property other than in cash, the value of such consideration, on a per share basis, shall be the fair market value of such property, determined as follows:

(a) for securities not subject to investment letters or similar restrictions on free marketability,

(1) if traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange or market over the thirty (30) day period ending three (3) days prior to the Change of Control Effective Date;

(2) if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the Change of Control Effective Date; or

(3) if there is no active public market, the value shall be the fair market value thereof, as reasonably determined in good faith by the Board of Directors of the Company;

(b) for securities subject to investment letters or other similar restrictions on free marketability (other than restrictions arising solely by virtue of an equityholder’s status as an Affiliate or former Affiliate), the valuation methodology shall take into account an appropriate discount (as determined in good faith by the Board of Directors of the Company) from the market value as determined pursuant to clause (a) above so as to reflect the approximate fair market value thereof.

27

Within two Business Days after the Change of Control Effective Date, the Company shall deliver to the Representative and the Conversion Agent (if other than the Company) the Transaction Price and a schedule and reasonable explanation of the calculation thereof (the “Transaction Price Notice”). On or before the 10th Business Day following the Change of Control Effective Date, the Holders of at least the Minimum Principal Amount of the Notes then outstanding (such holders, the “Disputing Holders”) may, by notice in writing to the Company (which shall include proof of beneficial ownership of Notes in a manner reasonably acceptable to the Company) dispute the Transaction Price calculation (the “Dispute Notice”). Such Dispute Notice shall include a calculation detailing the Disputing Holders’ determination of the Transaction Price (the “Disputing Holders’ Calculation”). The Company shall deliver to Holders, the Representative and the Conversion Agent (if other than the Company) a final notice of the Transaction Price (the “Final Transaction Price Notice”) (x) if no Dispute Notice is delivered, on the 11th Business Day following the Change of Control Effective Date, which Final Transaction Price Notice shall confirm the Transaction Price that was reflected in the original Transaction Price Notice or (y) if a Dispute Notice was timely received, no later than the 25th Business Day following the Change of Control Effective Date, which Final Transaction Price Notice shall either (i) adopt the Disputing Holders’ Calculation or (ii) set forth the Transaction Price, as determined by an independent nationally recognized investment bank selected by the Board of Directors of the Company. In the event a Holder previously converted all or a portion of a Note in connection with such Change of Control and the Final Transaction Price Notice indicates a Transaction Price that would result in a higher Conversion Rate than the Conversion Rate at which the Holder previously converted such Note in the same Change of Control, the Holder shall be entitled to the same consideration it would have received in connection with such Change of Control had it converted at such higher Conversion Rate immediately prior to the Change of Control Effective Date.

“Transaction Price Notice” shall have the meaning specified in the definition of Transaction Price.

“transfer” shall have the meaning specified in Section 2.05(c).

“Trigger Event” shall have the meaning specified in Section 14.05(c).

“unit of Reference Property” shall have the meaning specified in Section 14.08(a).

“Unrestricted Subsidiary” means any Subsidiary which the Borrower has designated as an Unrestricted Subsidiary in accordance with Section 4.22.

“Valuation Cap” means $4,700,000,000.

“Valuation Period” shall have the meaning specified in Section 14.05(c).

“Vice President” shall have the meaning specified in the definition of “Officer.”

28

“Wholly-Owned Subsidiary” means, with respect to any Person, any Subsidiary of such Person, 100% of the Capital Stock of which is owned by such Person (other than directors’ qualifying shares or shares required by applicable law to be held by third persons).

Section 1.02 References to Interest. Unless the context otherwise requires, any reference to interest on, or in respect of, any Note in this Agreement shall be deemed to include PIK Interest and Partial PIK Interest if, in such context, PIK Interest or Partial PIK Interest is, was or would be payable pursuant to Section 2.03(c). Unless the context otherwise requires, any express mention of PIK Interest or Partial PIK Interest in any provision hereof shall not be construed as excluding PIK Interest or Partial PIK Interest in those provisions hereof where such express mention is not made.

ARTICLE 2

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

Section 2.01 Designation and Amount. The Notes shall be designated as the “Convertible Senior Notes due 2023.” The aggregate principal amount of Notes that may be delivered under this Agreement is initially limited to $ 100,000,000, subject to any PIK Payments permitted by this Agreement that are made pursuant to Section 2.03(c)(i), and except for (i) Notes delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes to the extent expressly permitted hereunder and (ii) Additional Notes issued in accordance with the terms of this Agreement.

Section 2.02 Form of Notes. The Notes shall be substantially in the form set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of this Agreement. To the extent applicable, the Company, the Guarantors, if any, and the Representative, by their execution and delivery of this Agreement (or, with respect to the Guarantors, if any, a supplemental agreement to this Agreement substantially in the form of Exhibit C hereto), expressly agree to such terms and provisions and to be bound thereby.

Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as any Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject pursuant to this Agreement or any applicable law.

Payment of principal of, and accrued and unpaid Cash Interest on, a Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein.

29

Section 2.03 Date and Denomination of Notes; Payments of Interest and Defaulted Amounts.

(a) The Notes shall be issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples in excess thereof; provided that after any initial PIK Payment, the Notes shall be in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof. Each Note shall be issued as a Physical Note and be dated the date of its issuance and shall bear interest from the date specified on the face of such Note; provided that any PIK Notes or Additional Notes shall bear interest only from their respective dates of issue. Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months or, in the case of a partial month, the actual number of days elapsed over a 30-day month and shall be compounded semi-annually. The Company shall pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts.

(b) The Person in whose name any Note is registered on the Note Register at the close of business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. The Company, through the Paying Agent, shall pay any Cash Interest by wire transfer in immediately available funds to that Holder’s account within the United States as specified in writing by such Holder to the Company.

(c)

(i) Interest will be payable, at the Company’s election (made by delivering a notice to the Representative and the Holders no less than 10 days prior to the related Interest Payment Date), either (1) entirely in cash (“Cash Interest”), (2) entirely in kind (“PIK Interest”), or (3) such percentage in Cash Interest and such remainder percentage in PIK Interest such that the total of the percentage of Cash Interest and PIK interest paid equals 100% of the interest due on such Interest Payment Date (“Partial PIK Interest”), in each of case (2) or (3), by issuing additional Notes under this Agreement (the “PIK Notes”) on the same terms and conditions as the Notes, except interest will accrue on such PIK Notes, as applicable, from the applicable Interest Payment Date that such PIK Notes, as applicable, are required to be issued under this Agreement (each payment of PIK Interest or Partial PIK Interest pursuant to clause (2) or (3) of this Section 2.03(c)(i), a “PIK Payment”). In the absence of an interest payment election as set forth in the immediately preceding sentence, interest on the Notes will be payable in PIK Interest.

(ii) At all times, PIK Interest and Partial PIK Interest on the Notes will be payable by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest or Partial PIK Interest, as applicable, for the applicable Interest Period (rounded to the nearest whole dollar, with amounts of $0.50 or more being rounded up), and the Company shall deliver such PIK Notes in certificated form for original issuance to the Holders on the relevant Regular Record Date, as shown in the register of the Note Registrar. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. All PIK Notes issued pursuant to a PIK Payment will be governed by, and subject to the terms, provisions and conditions of, this Agreement and will have the same rights and benefits as the Initial Notes. Any certificated PIK Note will be issued with the description “PIK” on the face of such PIK Note.

30

(iii) Notwithstanding anything to the contrary in this Section 2.03(c), the payment of accrued interest shall be made solely in cash, (A) in connection with any redemption or repurchase of Notes as described under Section 15.02, (1) with respect to all Notes, if the related Change of Control Redemption Date, Fundamental Change Repurchase Date or Change of Control Repurchase Date, as applicable, is after a Regular Record Date and on or prior to the Scheduled Trading Day immediately following the date on which the corresponding interest payment is made or (2) solely with respect to the Notes to be redeemed or repurchased, if the related Change of Control Redemption Date, Fundamental Change Repurchase Date or Change of Control Repurchase Date, as applicable, is on any other date, (B) with respect to all Notes, if any Notes are surrendered for conversion after the close of business on a Regular Record Date for the payment of interest and on or prior to the related Interest Payment Date, and (C) on the final Interest Payment Date.

(iv) The then-applicable Interest Rate shall be subject to adjustment in connection with any Event of Default. If an Event of Default occurs, the then-applicable Interest Rate on the Notes will increase by 3.0% per annum (the “Default Rate”). The Default Rate shall take effect from, and including, the next succeeding Interest Payment Date following the date on which an Event of Default occurs, provided that the Default Rate shall not take effect if all Events of Default have been cured prior to such next succeeding Interest Payment Date. If all continuing Events of Default are cured after the Default Rate has taken effect, the Default Rate shall cease to be in effect from, and including, the next succeeding Interest Payment Date as of which no Event of Default is continuing. As such, interest will not begin to accrue at such increased or decreased Interest Rate until the next Interest Payment Date following the date on which an Event of Default or the curing of all continuing Events of Default occurs. In no event shall the Interest Rate on the Notes exceed 3.0% above the then-applicable Interest Rate on the Notes as a result of the application of the Default Rate. In this section, the term “then-applicable Interest Rate” on the Notes means the Interest Rate determined in accordance with the Agreement without giving effect to any adjustment as described in this clause (iv). The Company shall notify the Holders and the Representative on any Interest Payment Date on which interest will increase or decrease for the next succeeding Interest Period in accordance with this clause (iv). Any election by the Company pursuant to Section 2.03(c)(i) shall apply with respect to the Interest Rate, as increased by the Default Rate, if applicable.

(d) Any Defaulted Amounts shall accrue interest per annum at the applicable interest rate then borne by the Notes, subject to the enforceability thereof under applicable law, from, and including, such relevant payment date, and such Defaulted Amounts together with such interest thereon shall be paid by the Company, at its election in each case, to the Persons in whose names the Notes are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed in the following manner. The Company shall notify the Representative in writing of the amount of the Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment (which shall not be less than 25 calendar days after the delivery to the Representative of such notice, unless the Representative shall consent to an earlier date). Thereupon, the Company shall fix a special record date for the payment of such Defaulted Amounts which shall not be more than 15 calendar days and not less than 10 calendar days prior

31

to the date of the proposed payment, and not less than 10 calendar days after the receipt by the Representative of the notice of the proposed payment. The Company shall promptly notify the Representative in writing of such special record date, and the Representative shall deliver notice of the proposed payment of such Defaulted Amounts and the special record date therefor to each Holder not less than 10 calendar days prior to such special record date. Notice of the proposed payment of such Defaulted Amounts and the special record date therefor having been so delivered, such Defaulted Amounts shall be paid to the Persons in whose names the Notes are registered at the close of business on such special record date and shall no longer be due and payable in respect of the Notes.

(i) Each party hereby agrees to the following U.S. federal income tax treatment and covenants that it will not take a different position thereon unless required by a governmental authority pursuant to a “determination” as defined in section 1313 of the Code, (provided, however, that, in the case of a determination as defined in section 1313(a)(2), the Company may enter into a an agreement with the applicable governmental authority as described in section 1313(a)(2) only with the prior written consent of the Holders of at least the Minimum Principal Amount of the Notes then outstanding (such consent not to be unreasonably withheld, conditioned or delayed)): interest payments on the Notes to a Holder, or any amount received upon the redemption, conversion or other reacquisition by the Company of a Note, are not subject to withholding tax by the Company and such interest payments or amounts will be made without reduction for any such tax, provided that (a) such applicable Holder timely provides a valid IRS Form W-8 or IRS Form W-9 (or successor forms thereto) and such other information as is required to certify such person’s compliance with sections 1471 through 1474 of the Code; (b) such beneficial owner of such Note is not (i) a 10% shareholder of the Company as described in sections 871(h)(3) and 881(c)(3)(B) of the Code, (ii) a controlled foreign corporation to which the Company is related as described in section 881(c)(3)(C) of the Code, or (iii) a bank extending credit to the Company in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code (and upon request provides certification to such effect); and (c) no change of U.S. federal income tax law has occurred subsequent to the issuance of the Notes that results in the application of such withholding tax. The Company agrees to provide upon reasonable request by a Holder information existing and readily available to the Company that is reasonably necessary for the Holder to determine whether it is a 10% shareholder of the Company as described in sections 871(h)(3) and 881(c)(3)(B) of the Code.

(ii) Each party hereby agrees that each Note (a) shall be treated as debt for U.S. federal, state and local income tax purposes and (b) shall not be treated as a “contingent payment debt instrument” under Treasury Regulations section 1.1275- 4. In the case of (a) and (b) of the foregoing sentence, each party covenants that it will not take a different position unless required by a governmental authority pursuant to a “determination” as defined in section 1313 of the Code; provided, however, that, in the case of a determination as defined in section 1313(a)(2), the Company may enter into an agreement with the applicable governmental authority as described in section 1313(a)(2) only with the prior written consent of the Holders of at least the Minimum Principal Amount of the Notes then outstanding (such consent not to be unreasonably withheld, conditioned or delayed). Each Holder and beneficial owner of a Note shall be deemed, by

32

the Holder’s acquisition of such Note (or an interest therein), to have agreed to treat, and shall treat, the Notes as debt for all United States federal income tax purposes and shall take no action inconsistent with such treatment unless required by a governmental authority pursuant to a “determination” as defined in section 1313 of the Code; provided, however, that, in the case of a determination as defined in section 1313(a)(2), the Holder may enter into an agreement with the applicable governmental authority as described in section 1313(a)(2) only with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed).

(iii) The Company will use commercially reasonable efforts to provide any certificate and/or information necessary for an exemption from withholding tax under section 1445 of the Code in connection with any conversion, redemption or other exchange of a Note with the Company. The Company shall use commercially reasonable efforts to provide notice to each Holder in the event that the Company itself could be treated as a U.S. real property holding corporation as defined in Section 897(c)(2) of the Code, or the Company owns such corporation. On a quarterly basis (or upon any reasonable request by a Holder), the Company shall use commercially reasonable efforts to inform the Representative of the approximate percentage of U.S. real property interests (as defined in section 897(c)(1) of the Code) held directly and indirectly, by the Company, or, as applicable, its owner that is an entity treated as a corporation for U.S. federal tax purposes.

Section 2.04 Execution and Delivery of Notes. The Notes shall be signed in the name and on behalf of the Company by the manual or facsimile signature of any Officer. Notes bearing the manual or facsimile signatures of an individual who was at any time a proper Officer shall bind the Company, notwithstanding that such individual has ceased to hold such office prior to the delivery of such Notes or did not hold such office as of the date of this Agreement.

Section 2.05 Exchange and Registration of Transfer of Notes; Restrictions on Transfer.

(a) The Company shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and transfers of Notes. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Company is appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided.

Upon surrender for registration of transfer of any Note to the Note Registrar or any co-Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such “PIK” designations or restrictive legends as may be required by this Agreement.

All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing.

33

No service charge shall be imposed on the Holder by the Company, the Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer.

None of the Company or the Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not validly withdrawn) in accordance with Article 15 or (iii) any Notes selected for redemption in accordance with Article 13, except the unredeemed portion thereof.

All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Agreement shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Agreement as the Notes surrendered upon such registration of transfer or exchange.

(b) [Intentionally omitted]

(c) Every Note that bears or is required under this Section 2.05(c) to bear the legend set forth in this Section 2.05(c) (together with any Common Stock issued upon conversion of the Notes that is required to bear the legend set forth in Section 2.05(d), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.05(c) (including those contained in the legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the Company; and the Holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.05(c) and Section 2.05(d), the term “transfer” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Until the date (the “Resale Restriction Termination Date”) that is the later of (1) the date that is one year after the last date of original issuance of the Notes, (2) the expiration of any applicable holding period with respect to the Notes pursuant to Rule 144 or any successor provision thereto, and (3) the date on which the Notes constitute “Covered Securities” under clause (1), (2) or (3) of the definition of “Covered Securities” under Section 18 of the Securities Act, any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(d), if applicable) shall bear a legend in substantially the following form, unless such Notes have been (i) (x) transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer and (y) subsequent transfers are not subject to restrictions under applicable state securities laws, or (ii) (x) transferred pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act and (y) subsequent transfers are not subject to restrictions under applicable state securities laws, or (iii) unless otherwise agreed by the Company in writing, with notice thereof to the Representative; provided,

34

that if the proposed transfer will be made pursuant to clause (ii) above, the Holder must, prior to such transfer, furnish to the Company such certifications, Opinions of Counsel and other information as the Company may reasonably require and on forms reasonably approved by the Company, including a customary release from the transferor and a non-disclosure agreement, to determine that such transfer is being made in accordance with such clause:

THE SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS NOTE MAY NOT BE OFFERED, PLEDGED, RESOLD OR OTHERWISE TRANSFERRED, EXCEPT:

(A) TO APEX CLEARING HOLDINGS LLC (THE “COMPANY”) OR ANY SUBSIDIARY THEREOF;

(B) PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER;

(C) TO A PERSON THAT (1) YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (2) IS AN ACCREDITED INSTITUTIONAL INVESTOR, WITHIN THE MEANING OF CLAUSES (1), (2), (3), (7), (8), (9) AND (12) OF RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT; OR

(D) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT),

IN EACH CASE, SUBJECT TO COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.

THE “RESALE RESTRICTION TERMINATION DATE” MEANS THE LATER OF (1) THE DATE THAT IS ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THE NOTES, (2) THE EXPIRATION OF ANY APPLICABLE HOLDING PERIOD WITH RESPECT TO THE NOTES PURSUANT TO RULE 144 OR ANY SUCCESSOR PROVISION THERETO, AND (3) THE DATE ON WHICH THE NOTES CONSTITUTE “COVERED SECURITIES” UNDER CLAUSE (1), (2) OR (3) OF THE DEFINITION OF “COVERED SECURITIES” UNDER SECTION 18 OF THE SECURITIES ACT.

WITH RESPECT TO ANY TRANSFER PURSUANT TO THE FOREGOING CLAUSE (C) AND CLAUSE (D), THE COMPANY AND THE NOTE REGISTRAR SHALL BE ENTITLED TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS OF COUNSEL OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE AND ON FORMS REASONABLY APPROVED BY THE COMPANY, INCLUDING A CUSTOMARY RELEASE FROM THE TRANSFEROR AND A NON-DISCLOSURE AGREEMENT, AND THE NOTE REGISTRAR AND MAY RELY UPON FOR THE COMPANY TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

35

No transfer of any Note prior to the Resale Restriction Termination Date will be registered by the Note Registrar unless the applicable box on the Form of Assignment and Transfer has been checked.

Any Note (or security issued in exchange or substitution therefor) (i) as to which (x) such restrictions on transfer shall have expired in accordance with their terms such that it may be transferred without volume or manner of sale limitations under Rule 144 and (y) subsequent transfers are not subject to restrictions under applicable state securities laws, (ii) (x) that has been transferred pursuant to, and in accordance with, a registration statement that has become effective or been declared effective under the Securities Act and that continues to be effective at the time of such transfer and (y) as to which subsequent transfers are not subject to restrictions under applicable state securities laws, or (iii) (x) that has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, and such that such Note is no longer a “restricted security” as defined under Rule 144 and (y) as to which subsequent transfers are not subject to restrictions under applicable state securities laws, may, upon surrender of such Note for exchange to the Note Registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(c). If the Holder of a Physical Note that bears such a restrictive legend and is no longer required to bear such restrictive legend under this Section 2.05(c) surrenders such Note to the Note Registrar for exchange, with any required certifications and, if requested by the Company, an Opinion of Counsel to Holder in form and substance reasonably satisfactory to the Company, the Note Registrar shall promptly so notify the Company in writing, and the Company shall promptly execute a Physical Note in the name of such Holder that does not bear such a restrictive legend, of like tenor and aggregate principal amount, and shall promptly deliver such executed Physical Note to such Holder and the Company shall promptly thereafter cancel the Physical Note bearing such restrictive legend.

The Company shall promptly notify the Representative after a registration statement, if any, with respect to the Notes or any Common Stock issued upon conversion of the Notes has been declared effective under the Securities Act. The Company shall complete any exchange process for the removal of a restrictive legend required by this Section 2.05(c) in accordance with the terms of this Agreement and applicable securities laws.

Following the Resale Restriction Termination Date, the Notes shall bear a legend in substantially the following form:

THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, SUCH SHARES MAY BE “RESTRICTED SECURITIES” THAT MAY NOT BE OFFERED, PLEDGED, RESOLD OR OTHERWISE TRANSFERRED EXCEPT TO THE ISSUER OF SUCH SECURITIES (OR ANY

36

SUBSIDIARY THEREOF), PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Notwithstanding any other provisions of this Agreement (other than the provisions set forth in this Section 2.05(c)), when Physical Notes are presented to the Note Registrar with a written request: (x) to register the transfer of such Physical Notes; or (y) to exchange such Physical Notes for an equal principal amount of Physical Notes of other authorized denominations, the Note Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Physical Notes surrendered for transfer or exchange: (i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Note Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and (ii) so long as such Notes bear a restrictive legend, such Notes may only be transferred or exchanged in accordance with such restrictive legend and the Form of Assignment and Transfer, and if such Physical Notes are being transferred pursuant to an exemption from registration under the Securities Act and applicable state securities laws, (1) a certification to that effect (in the Form of Assignment and Transfer, if applicable) and (2) if the Company so requests, an Opinion of Counsel of Holder in form and substance reasonably satisfactory to the Company as to the compliance with the restrictions set forth in the legend thereon.

(d) Legends on the Common Stock:

(i) Until the date that is the later of (1) the date that is one year after the date of issuance of the applicable share of Common Stock issued upon a conversion of a Note, (2) the first day on which, following the expiration of any applicable holding period under Rule 144 or any successor provision with respect to the Notes being converted into the applicable share of Common Stock, the Common Stock becomes eligible for resale pursuant to Rule 144, and (3) the date on which such share of Common Stock constitutes a “Covered Security” under clause (1), (2) or (3) of the definition of “Covered Security” under Section 18 of the Securities Act, any stock certificate or book entry record representing Common Stock issued upon conversion of a Note shall bear a legend in substantially the following form (unless such Common Stock has been (i) (x) transferred pursuant to, and in accordance with, a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer and (y) subsequent transfers are not subject to restrictions under applicable state securities laws, or (ii) (x) transferred pursuant to the exemption from registration provided by Rule 144, to the extent that Rule 144 is available with respect to such share of Common Stock, or any similar provision then in force under the Securities Act and (y) subsequent transfers are not subject to restrictions under applicable state securities laws, or unless otherwise agreed by the Company in writing, with notice thereof to the Representative and the transfer agent for the Common Stock; provided, that if the proposed transfer will be made pursuant to clause (ii) above, the Holder must, prior to such transfer, furnish to the Company such certifications, Opinions of Counsel and other information as the Company may reasonably require and on forms reasonably approved by the Company, including a customary release from the transferor and a non-disclosure agreement, to determine that such transfer is being made in accordance with such clause):

37

THE SALE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, PRIOR TO THE COMMON STOCK RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS SECURITY MAY NOT BE OFFERED, PLEDGED, RESOLD, OR OTHERWISE TRANSFERRED, EXCEPT:

(A) TO APEX CLEARING HOLDINGS LLC (THE “COMPANY”), ANY SUBSIDIARY THEREOF, OR ANY PARENT THEREOF IF IT IS THE ISSUER OF THE SECURITY;

(B) PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER; OR

(C) UNDER ANY AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT),

IN EACH CASE, SUBJECT TO COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.

THE “COMMON STOCK RESALE RESTRICTION TERMINATION DATE” MEANS THE LATER OF (1) THE DATE THAT IS ONE YEAR AFTER THE DATE OF ISSUANCE OF THE APPLICABLE SHARE OF COMMON STOCK ISSUED UPON A CONVERSION OF A NOTE, (2) THE FIRST DAY ON WHICH, FOLLOWING THE EXPIRATION OF ANY APPLICABLE HOLDING PERIOD UNDER RULE 144 OR ANY SUCCESSOR PROVISION WITH RESPECT TO THE NOTES BEING CONVERTED INTO THE APPLICABLE SHARE OF COMMON STOCK, THE COMMON STOCK BECOMES ELIGIBLE FOR RESALE PURSUANT TO RULE 144 AND (3) THE DATE ON WHICH SUCH SHARE OF COMMON STOCK CONSTITUTES A “COVERED SECURITY” UNDER CLAUSE (1), (2) OR (3) OF THE DEFINITION OF “COVERED SECURITY” UNDER SECTION 18 OF THE SECURITIES ACT.

WITH RESPECT TO ANY TRANSFER PURSUANT TO THE FOREGOING CLAUSE (C), PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THE COMPANY AND THE COMPANY’S TRANSFER AGENT SHALL BE ENTITLED TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS OF COUNSEL OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE AND ON FORMS REASONABLY APPROVED BY THE COMPANY, INCLUDING A CUSTOMARY RELEASE FROM THE TRANSFEROR AND A NON-DISCLOSURE AGREEMENT, AND THE NOTE REGISTRAR, AND MAY RELY UPON TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

38

(ii) Any such Common Stock (i) as to which such restrictions on transfer shall have expired in accordance with their terms, (ii) (x) that has been transferred pursuant to, and in accordance with, a registration statement that has become effective or been declared effective under the Securities Act and that continues to be effective at the time of such transfer and (y) subsequent transfers are not subject to restrictions under applicable state securities laws, or (iii) (x) that has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act and (y) subsequent transfers are not subject to restrictions under applicable state securities laws, may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear the restrictive legend required by this Section 2.05(d).

(e) Any Note or Common Stock issued upon the conversion or exchange of a Note that is redeemed, repurchased or owned by any Affiliate of the Company (or any Person who was an Affiliate of the Company at any time during the three months preceding) may not be resold by such Affiliate (or such Person, as the case may be) unless such Note (i) is eligible for resale pursuant to Rule 144 (if available) without any limitations thereunder as to volume, manner of sale, availability of current public information or notice, (ii) is sold or otherwise transferred pursuant to an effective registration statement under the Securities Act or (iii) is resold or otherwise transferred pursuant to another exemption from the registration requirements of the Securities Act or in a transaction not subject to, the Securities Act, in each case, subject to compliance with any applicable state securities laws and in a transaction that results in such Note or Common Stock, as the case may be, no longer being a “restricted security” (as defined under Rule 144) or any corresponding classification under applicable state securities laws. The Company shall cause any Note that is redeemed, repurchased or owned by it to be surrendered for cancellation in accordance with Section 2.08.

(f) The Company acknowledges and agrees that, notwithstanding anything herein to the contrary, the Notes or Common Stock issued upon the conversion or exchange of a Note may be pledged by Holder in connection with a bona fide margin agreement, provided such pledge shall be (i) pursuant to an available exemption from the registration requirements of the Securities Act or (ii) pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and Holder effecting a pledge of Notes or Common Stock issued upon the conversion or exchange of a Note shall not be required to provide the Company with any notice thereof.

Section 2.06 Mutilated, Destroyed, Lost or Stolen Notes. In case any Note shall become mutilated or be destroyed, lost or stolen, the Company shall (subject to compliance with the next sentence by the applicant for a substituted Note and the procedure described in the immediate subsequent paragraph) execute and deliver a new Note, bearing a registration number not contemporaneously outstanding, in exchange and substitution for the mutilated Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a

39

substituted Note shall furnish to the Company such security or indemnity as may be required by it to hold it harmless from any loss, liability, cost or expense caused by or connected with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.

No service charge shall be imposed on the Holder by the Company, the Note Registrar, or the Paying Agent upon the issuance of any substitute Note, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of the new substitute Note being different from the name of the Holder of the old Note that became mutilated or was destroyed, lost or stolen. In case any Note that has matured or is about to mature or has been surrendered for redemption in accordance with Article 13, repurchase in accordance with Article 15 or is about to be converted in accordance with Article 14 shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion, instead of issuing a substitute Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company such security or indemnity as may be required by them to hold each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in every case of destruction, loss or theft, evidence satisfactory to the Company and, if applicable, any Paying Agent or Conversion Agent evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.

Every substitute Note issued pursuant to the provisions of this Section 2.06 by virtue of the fact that any Note is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all the benefits of (but shall be subject to all the limitations set forth in) this Agreement equally and proportionately with any and all other Notes duly issued hereunder. To the extent permitted by law, all Notes shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement, payment, conversion, redemption or repurchase of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement, payment, conversion, redemption or repurchase of negotiable instruments or other securities without their surrender.

Section 2.07 [Intentionally Omitted]

Section 2.08 Cancellation of Notes Paid, Converted, Etc. The Holders shall surrender to the Company, to be canceled promptly by the Company in accordance with its customary procedures, all Notes requested by the Company to be surrendered for the purpose of payment, redemption, repurchase, registration of transfer or exchange or conversion.

Section 2.09 [Intentionally Omitted]

40

Section 2.10 Repurchases. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be cancelled in accordance with Section 2.08, and such Notes shall no longer be considered outstanding hereunder upon their repurchase.

ARTICLE 3

SATISFACTION AND DISCHARGE

Section 3.01 Satisfaction and Discharge. This Agreement and the Notes and the Note Guarantees, if any, shall upon request of the Company contained in an Officer’s Certificate cease to be of further effect, when (a) the Company has delivered to Holders after the Notes have become due and payable, whether on the Maturity Date, on any Fundamental Change Repurchase Date, upon conversion or otherwise, cash or, solely to satisfy the Company’s Conversion Obligation or Change of Control Conversion Obligation, as the case may be, shares of Common Stock and cash in lieu of fractional shares sufficient to pay all of the outstanding Notes or satisfy all outstanding conversions, as the case may be, and pay all other sums due and payable under this Agreement by the Company (for the avoidance of doubt, the Company will deliver any shares of Common Stock to be paid with respect to satisfying outstanding conversions directly to the applicable Holders); and (b) the Company has delivered to the Representative an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Agreement have been complied with.

ARTICLE 4

PARTICULAR COVENANTS OF THE COMPANY, THE GUARANTORS AND

THE RESTRICTED SUBSIDIARIES

Section 4.01 Payment of Principal and Interest. The Company covenants and agrees that it will pay or cause to be paid the principal of, and accrued and unpaid interest (whether Cash Interest, PIK Interest or Partial PIK Interest) on, each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes. PIK Interest and Partial PIK Interest will be considered paid on the date due if on such date PIK Notes in certificated form have been issued in accordance with the terms of this Agreement.

Section 4.02 Maintenance of Office or Agency. The Company will maintain in the United States of America an office or agency where the Notes may be surrendered for registration of transfer or exchange or for presentation for payment, redemption or repurchase (“Paying Agent”) or for conversion (“Conversion Agent”) and where notices and demands to or upon the Company in respect of the Notes and this Agreement may be delivered. The Company will give prompt written notice to the Representative of the location, and any change in the location, of such office or agency.

The Company hereby initially designates itself as the Paying Agent, Note Registrar and Conversion Agent and its office located at 141 W. Jackson Blvd., Suite 500, Chicago, IL 60604 as the office or agency in the United States of America where Notes may be surrendered for registration of transfer or exchange or for presentation for payment, redemption or repurchase or for conversion and where notices and demands to or upon the Company in respect of the Notes and this Agreement may be delivered.

41

Section 4.03 [Intentionally Omitted]

Section 4.04 Provisions as to Paying Agent.

(a) If the Company shall appoint a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Representative an instrument in which such agent shall agree with the Representative, subject to the provisions of this Section 4.04(a):

(i) that it will hold all sums held by it as such agent for the payment of the principal of, and accrued and unpaid Cash Interest on, the Notes in trust for the benefit of the Holders of the Notes;

(ii) that it will give the Representative prompt written notice of any failure by the Company to make any payment of the principal of, and accrued and unpaid Cash Interest on, the Notes when the same shall be due and payable; and

(iii) that at any time during the continuance of an Event of Default, upon request of the Representative, it will forthwith pay to the Representative all sums so held in trust.

The Company shall, on or before each due date of the principal of, or accrued and unpaid Cash Interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal or accrued and unpaid Cash Interest, and (unless such Paying Agent is the Representative) the Company will promptly notify the Representative in writing of any failure to take such action; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date.

(b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, and accrued and unpaid Cash Interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal and accrued and unpaid Cash Interest so becoming due and will promptly notify the Representative in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of, or accrued and unpaid Cash Interest on, the Notes when the same shall become due and payable.

(c) Anything in Section 4.04(a) to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Agreement, or for any other reason, pay, cause to be paid or deliver to the Representative all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by Section 4.04(a), such sums or amounts to be held by the Representative upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Representative, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts.

42

(d) Any money or property deposited with any Paying Agent, or then held by the Company, in trust for the payment of the principal of, accrued and unpaid Cash Interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal, Cash Interest or consideration due upon conversion has become due and payable shall, subject to applicable abandoned property laws, be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Representative or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.

Section 4.05 Existence.

(a) Subject to Article 11, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence.

(b) Subject to Article 16, any Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect its and the Company’s corporate existence.

Section 4.06 Quarterly and Annual Reports and Rule 144A Information Requirement.

(a) Prior to the consummation of the Qualified Public Company Event, the Company shall prepare and deliver to the Representative (for distribution to each Holder) the following information:

(i) within 120 days after the end of each fiscal year of the Company beginning with the fiscal year ending December 31, 2020:

(A) annual consolidated financial statements and the notes thereto (which shall be audited and include the report of the independent public accountants thereon) of the Company and its Subsidiaries in respect of its most recently completed fiscal year, which annual consolidated financial statements and notes thereto will include the Company’s and its Subsidiaries’ consolidated balance sheet as of the end of such fiscal year and its consolidated statements of operations, members’ equity (or analogous financial statement if the Company is not a limited liability company) and changes in cash flow of the Company and its Subsidiaries or such fiscal year, prepared in accordance with GAAP consistently applied; and

(B) the Company’s then current consolidated capitalization table as of the end of such fiscal year; and

(ii) within 45 days after the end of the first three fiscal quarters of each fiscal year of the Company beginning with the fiscal quarter ending March 31, 2021, unaudited consolidated financial statements and the notes thereto of the Company and its Subsidiaries in respect of its most recently completed fiscal quarter, which consolidated financial statements and notes thereto will include an unaudited consolidated balance sheet as of the end of such fiscal quarter and unaudited consolidated statements of operation and changes in cash flow of the Company and its Subsidiaries for such fiscal quarter, each prepared in accordance with GAAP consistently applied.

43

Each Holder acknowledges and agrees that such information is confidential, and shall be deemed to agree, as a condition to receiving such information, that such information may not be used, reproduced, disclosed or disseminated to any other Person (other than such Holder’s directors, members, partners, officers, employees, accountants, attorneys (“Holder Representatives”) who have been informed by Holder of the confidential nature of such information and for whose compliance with the confidentiality requirements of this paragraph Holder shall be responsible) unless such information (1) has been made available to the public generally by the Company, (2) is or becomes a matter of public knowledge through no action or inaction of such Holder in violation of any confidentiality obligations of Holder (including pursuant to this paragraph), (3) is disclosed by the Company to a third party without a duty of confidentiality on such third party, (4) is required to be disclosed by such Holder (or a Holder Representative) under compulsion of law or by order or request of any court or governmental or regulatory body to whose supervisory authority such Holder or Holder Representatives, as the case may be, is subject; provided that, to the extent Holder is lawfully permitted to do so, prior to providing such information, such Holder promptly provides the Company with written notice and, if the Company fails to obtain a protective order or other appropriate remedy with respect to the disclosure of such information, such Holder will furnish only that portion of the information that is so required to be disclosed, (5) is disclosed to a court, tribunal or any other applicable administrative agency or judicial authority of competent jurisdiction in connection with the enforcement of such Holder’s rights under this Agreement or (6) is disclosed by such Holder with the Company’s prior written consent. Notwithstanding the foregoing, Holders of Notes shall be permitted to share any information that the Company delivers pursuant to this Section 4.06(a) with prospective purchasers of the Notes so long as any such prospective purchaser executes a non-disclosure or similar agreement with the Company or otherwise agrees in writing to the Company, in a form reasonably satisfactory to the Company, to abide by the confidentiality provisions described in this Section 4.06(a).

(b) If, at any time, the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes or any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, upon the written request of any Holder, beneficial owner or prospective purchaser of Notes or any shares of Common Stock issuable upon the conversion of the Notes, promptly furnish such Holder, beneficial owner or prospective purchaser the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of the Notes or such shares of Common Stock pursuant to Rule 144A, as such rule may be amended from time to time. The Company shall take such further action as any Holder or beneficial owner of the Notes or any shares of Common Stock issuable upon conversion of the Notes may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell the Notes or any shares of Common Stock issuable upon conversion of the Notes in accordance with Rule 144A, as such rule may be amended from time to time. Notwithstanding the foregoing, the Company shall have no obligations pursuant to this clause (b) with respect to shares of Common Stock for which Rule 144A is not available at such time for resales thereof

44

(c) On and after the consummation of the Qualified Public Company Event, the Company or, if applicable, Successor Company (if a Listing Event or a SPAC Transaction in which the Company merges with and into SPAC (with SPAC as the surviving company)) or the SPAC Guarantor (if a SPAC Transaction constituted the Qualified Public Company Event and upon the consummation of such SPAC Transaction the Company is a direct or indirect subsidiary of the SPAC), as applicable, shall file with the Representative, within 15 calendar days after the same are required to be filed with the Commission (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act or any successor rule under the Exchange Act (whether or not the same are filed with the Commission within such grace period)), copies of any documents or reports that the Company or the Guarantors, as applicable, are required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding, for the avoidance of doubt, any information, documents or reports (or portions thereof) that are subject to confidential treatment and any correspondence with the Commission). Any such document or report that the Company or the Guarantor, as applicable files with the Commission via the Commission’s EDGAR system (or any successor thereto) shall be deemed to be delivered and filed with the Representative for purposes of this Section 4.06(b) at the time such documents are filed via the EDGAR system (or any successor thereto); provided, however, that the Representative shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to EDGAR (or its successor).

(d) Delivery of reports, information and documents to the Representative under this Agreement is for informational purposes only and the Representative’s receipt of the foregoing shall not constitute constructive notice of any information contained therein, or determinable from information contained therein including the Company’s compliance with any of its covenants thereunder (as to which the Representative is entitled to rely exclusively on an Officer’s Certificate).

Section 4.07 Stay, Extension and Usury Laws. Each of the Company and the Guarantors, if any, covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit or forgive the Company or the Guarantor from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Agreement; and each of the Company and the Guarantors, if any, to the extent it may lawfully do so, hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Representative, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 4.08 Compliance Certificate; Statements as to Defaults. The Company shall deliver to the Representative within 120 calendar days after the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31, 2021) an Officer’s Certificate stating whether the signer thereof knows of any Default or Event of Default that occurred during the previous fiscal year and, if so, specifying each such Default or Event of Default, its status and what actions the Company is taking or proposing to take with respect thereto.

45

In addition, the Company shall deliver to the Representative, as soon as practicable, and in any event within 30 calendar days after becoming aware of any Event of Default or Default, written notice of such Event of Default or Default, its status and the action that the Company is taking or proposing to take in respect thereof.

Section 4.09 Further Instruments and Acts. Upon reasonable request of the Representative, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Agreement.

Section 4.10 Qualified Public Company Event. The Company shall provide notice to Holders and the Representative of the consummation of any Qualified Public Company Event no later than two Business Days following the consummation of such Qualified Public Company Event.

Section 4.11 Incurrence of Indebtedness and Issuance of Disqualified Stock. The Company and any Guarantor or Restricted Subsidiary shall not, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness, and the Company and any Guarantor or Restricted Subsidiary shall not issue any Disqualified Stock; provided however, that (I) the Company and any Guarantor or Restricted Subsidiary may incur Permitted Indebtedness or issue Permitted Disqualified Stock and (II) the Company and any Guarantor or Restricted Subsidiary may incur Subordinated Indebtedness that (i) has a stated maturity date that is, and shall only be redeemed or repurchased, no earlier than the 181st day following the Maturity Date, (ii) if secured by any Lien (other than a Permitted Lien (excluding clause (b) under such definition) on any assets of the Company or any Guarantor or Restricted Subsidiary, such Lien shall rank junior in priority to Liens on such assets of the Company or Guarantor securing the Notes and (ii) provided that no Subordinated Indebtedness may be amended in any manner that is materially adverse to the Holders; provided, further, that, the B/D Subsidiaries shall be able to incur Indebtedness in the ordinary course of business or as needed to meet regulatory or clearing house deposit obligations and/or to support customer trading and settlement activity.

Section 4.12 Limitation on Investments. Neither the Company or any Guarantor or Restricted Subsidiary shall, directly or indirectly, make any Restricted Investment.

Section 4.13 Liens. The Company and any Guarantor or Restricted Subsidiary will not, directly or indirectly, create, incur or assume any Lien of any kind on any asset now owned or hereafter acquired by the Company or such Guarantor or Restricted Subsidiary; provided that the Company and any Guarantor or Restricted Subsidiary may incur or assume any Permitted Liens; provided, further, that, the B/D Subsidiaries shall be able to create, incur or assume Liens in connection with any Indebtedness existing as of the date hereof or otherwise incurred in the ordinary course of business or as needed to meet regulatory or clearing house deposit obligations and/or to support customer trading and settlement activity.

46

Section 4.14 Asset Sales. The Company and any Guarantor or Restricted Subsidiary will not Dispose of any asset, including any Capital Stock owned by it (other than to the Company or any Guarantor or Restricted Subsidiary), except if sold for fair market value, but excluding Dispositions (i) of less than $5,000,000 in the aggregate; (ii) of inventory in the ordinary course of business, (iii) of non-exclusive licenses and similar arrangements for the use of the property of the Company or any Subsidiary in the ordinary course of business, (iv) of worn-out, obsolete or damaged inventory or equipment, (v) inventory subject to write-off on the Company’s financial statements, (vi) by the Company or any Subsidiary to any other of the Company or any Guarantor or Restricted Subsidiary and (vii) constituting Permitted Investments; provided that the Capital Stock of a direct, Wholly-Owned Subsidiary of the Company shall not be Disposed of to another Subsidiary of the Company unless such receiving Subsidiary of the Company is a direct or indirect Wholly-Owned Subsidiary of the Company.

Section 4.15 Limitation on Restricted Payments. The Company and any Guarantor or Restricted Subsidiary will not directly or indirectly (a) declare or pay any dividend or make any payment, distribution or return of capital, other than, in the case of a Guarantor or Restricted Subsidiary, to the Company or any other Guarantor or Restricted Subsidiary, (x) on account of the Company’s or any Guarantor’s or Restricted Subsidiary’s Capital Stock or (y) to the direct or indirect holders of the Company’s or any Guarantor’s or Restricted Subsidiary’s Capital Stock in their capacity as holders or (b) purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Indebtedness (it being understood that payments of regularly scheduled principal and interest shall be permitted and the PEAK6 Debt may be redeemed in connection with a Qualified Public Company Event) or Capital Stock of the Company or any Guarantor or Restricted Subsidiary held by Persons (other than repurchases of stock from former employees, officers, directors, consultants or other persons performing services for the Company or any Guarantor or Restricted Subsidiary pursuant to the terms of stock repurchase plans, employee restricted stock agreements or similar agreements under which the Company or any Guarantor or Restricted Subsidiary has the option to repurchase such shares upon the occurrence of certain events, such as the termination of employment or service, or pursuant to a right of first refusal in an amount not to exceed $500,000 of the Capital Stock of the Company or Guarantor or Restricted Subsidiary then-outstanding in any fiscal year) (such payments as described in parts (a) and (b) hereof, “Restricted Payments”).

Section 4.16 Limitations on Transactions with Affiliates. The Company and any Guarantor or Restricted Subsidiary will not directly or indirectly enter into or permit to exist any material transaction with any Affiliate of the Company or any Guarantor or Restricted Subsidiary, except for (a) transactions that are in the ordinary course of business, upon commercially reasonable terms that are no less favorable to the Company or applicable Guarantor or Restricted Subsidiary than would be obtained at the time in a comparable, arm’s length transaction with a non-affiliated Person, (b) transactions among the Company and any Guarantor or Restricted Subsidiary and that are not otherwise prohibited by this Agreement, and (c) licenses and sublicenses in the ordinary course of business, (d) any Restricted Payment to the extent permitted by Section 4.15, (e) reasonable and customary director, officer and employee compensation, including bonuses, and other benefits, including retirement, health, stock option, other equity and other benefit plans and indemnification arrangements and any issuance of securities, or other payments, awards or grants in cash, securities or otherwise in connection therewith, and (f) the existence of, and the performance of obligations of the Company or any of its Subsidiaries under the terms of any agreement to which the Company or any of its Subsidiaries is a party as of or on the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Issue Date shall be permitted solely to the extent that its terms are not more disadvantageous in any material respect to the Holders of the Notes than the terms of the agreements in effect on the Issue Date.

47

Section 4.17 Addition of Guarantors. In connection with a SPAC Transaction upon the consummation of which the Company becomes a direct or indirect subsidiary of the SPAC, (i) the SPAC (and the direct or indirect parent company thereof, if any) and (ii) each Subsidiary of the SPAC of which the Company is a direct or indirect Subsidiary, shall execute and deliver to the Representative a supplemental agreement substantially in the form of Exhibit C attached hereto (and, with respect to the SPAC, also complying with the requirements of Section 4.11) pursuant to which such Person shall unconditionally Guarantee all of the Company’s Obligations until the Note Guarantee of such Person has been released in accordance with the provisions of this Agreement and the SPAC shall assume all of the Company’s Conversion Obligations and Change of Control Conversion Obligations under the Agreement Documents on the terms set forth in this Agreement.

Section 4.18 Covenant Suspension. Upon the consummation of a Qualified Public Company Event, the covenants in Sections 4.12, 4.13, 4.14, 4.15, 4.16 and 4.19 shall no longer apply to the Company, any Guarantor or any Restricted Subsidiary. Following the consummation of a Qualified Public Company Event, a breach of the covenant in Section 4.11 by the Company, any Guarantor or any Restricted Subsidiary shall constitute a “Fundamental Change” under clause (e) of the definition thereof and not an “Event of Default.”

Section 4.19 Tender Offer Participation Rights. If the Company or any of its Subsidiaries launches a tender or exchange offer for the Common Stock, other than an odd lot tender offer, each Holder shall be entitled to be eligible to be a participating seller in such tender or exchange offer if the shares of Common Stock such Holder would hold if such Holder had converted all of the Notes it then holds in full immediately prior to the launch of such tender or exchange offer would be eligible for sale in such tender or exchange offer based on the participation and eligibility criteria in such tender or exchange offer, and such Holder shall be entitled to convert all or any such portion of such Holder’s Notes into Common Stock in accordance with the terms of this Agreement in order to participate in the applicable tender or exchange offer, as provided for by the terms of the applicable tender or exchange offer, as of the date as of which the record holders of shares of Common Stock are to be determined for such transaction.

Section 4.20 Restrictive Legend. Promptly following the later to occur of (a) the registration of the Notes pursuant to a registration statement that has become or been declared effective under the Securities Act and (b) the Resale Restriction Termination Date, the Company shall use its commercially reasonable efforts to remove the restrictive legend on the Notes, including delivering an Opinion of Counsel required to effectuate the foregoing.

Section 4.21 Designation of Subsidiaries. The Company may, at any time after the Issue Date, designate any Subsidiary as an Unrestricted Subsidiary (other than a Subsidiary that is a Guarantor) or as a Restricted Subsidiary by providing written notice to the Representative; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing and (ii) no Unrestricted Subsidiary shall own any equity interests in any Restricted Subsidiary.

48

Section 4.22 LLC Agreement Rights. Prior to the Qualified Public Company Event and upon the occurrence of any event resulting in rights being available to Other Members (as such term is defined in the LLC Agreement) pursuant to Section 7.04 of the LLC Agreement, each Holder shall be entitled to the rights of an Other Member under Section 7.04 of the LLC Agreement (including the right to receive the Participation Offer), as if the Holder had converted all of the Notes it then holds in full immediately prior to delivery of the applicable Participation Offer (as such terms are defined in the LLC Agreement) without actually converting its Notes, and such Holder shall be entitled to convert all or any such portion of its Notes into Common Stock in accordance with the terms of this Agreement in order to participate in the applicable Tag-Along Sale (as such term is defined in the LLC Agreement), as provided for by the terms of the LLC Agreement.

ARTICLE 5

[INTENTIONALLY OMITTED]

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default. Each of the following events shall be an “Event of Default” with respect to the Notes:

(a) default in any payment of interest on any Note when due and payable, and the default continues for a period of 30 calendar days;

(b) default in the payment of principal of any Note when due and payable on the Maturity Date, upon any Fundamental Change Repurchase Date, upon any Change of Control Repurchase Date, upon the date of redemption for a Change of Control Redemption, upon declaration of acceleration or otherwise;

(c) failure by the Company to comply with its obligation to convert the Notes in accordance with this Agreement upon exercise of a Holder’s conversion right, and such failure continues for a period of ten Business Days;

(d) failure by the Company to issue a notice of a Change of Control in accordance with Section 14.01, a Fundamental Change Company Notice or a Change of Control Company Notice in accordance with Section 15.02(b), or notice of the consummation of the Qualified Public Company Event in accordance with Section 4.10, in each case, when due, and such failure continues for a period of five Business Days;

(e) failure by the Company, or any Guarantor or Restricted Subsidiary, as applicable, to comply with its obligations under Section 4.11, 4.12, 4.12, 4.13, 4.14, 4.15, Section 4.17 or 16.03 or Article 11, except as suspended or otherwise limited pursuant to Section 4.18 and such failure remains unremedied for thirty calendar days after the occurrence thereof;

(f) failure by the Company, or any Guarantor or Restricted Subsidiary, as applicable, for 60 calendar days after written notice from the Representative or the Holders of at least 25% in principal amount of the Notes then outstanding determined in accordance with Section 8.01 and Section 8.02 has been received by the Company, to comply with any other covenants and obligations of the Company or any Guarantor or Restricted Subsidiary, as applicable, contained in the Agreement Documents;

49

(g) default by the Company, any Guarantor, if any, or solely with respect to clause (g)(i) hereunder, any Subsidiary, with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any Indebtedness for money borrowed of $5,000,000 (or the foreign currency equivalent thereof) or more in the aggregate of the Company and any Guarantors, whether such Indebtedness now exists or shall hereafter be created (i) resulting in such Indebtedness becoming or being declared immediately due and payable, (ii) constituting a failure to pay the principal of or interest on any such Indebtedness when due and payable at its Stated Maturity, upon required repurchase, upon declaration of acceleration or otherwise and in the cases of clauses (i) and (ii) such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such Indebtedness is not paid or discharged, as the case may be, within 30 calendar days after written notice to the Company by the Representative or to the Company and the Representative by Holders of at least 25% in aggregate principal amount of Notes then outstanding determined in accordance with Section 8.01 and Section 8.02 has been received;

(h) the Company, any Guarantor, if any, or any Significant Subsidiary of the Company shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or any such Guarantor or Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or any such Guarantor, if any, or Significant Subsidiary or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors;

(i) an involuntary case or other proceeding shall be commenced against the Company or any Guarantor, if any, or any Significant Subsidiary of the Company seeking liquidation, reorganization or other relief with respect to the Company or any such Guarantor or Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or any such Guarantor or Significant Subsidiary or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 consecutive calendar days;

(j) a final judgment or judgments for the payment of $5,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered by insurance) in the aggregate rendered against the Company or any Guarantor, if any, which judgment is not discharged, paid, bonded, waived or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished; or

(k) the Guarantee by any Guarantor, if any, ceases to be in full force and effect or such Guarantee is declared by a court of competent jurisdiction to be null and void and unenforceable or the Guarantee is found by a court of competent jurisdiction to be invalid or such Guarantor denies its liability under its Guarantee.

50

Section 6.02 Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company, unless the principal of all of the Notes shall have already become due and payable), either the Representative or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.01 and Section 8.02, in each case, by notice in writing to the Company (and to the Representative if given by Holders), may declare 100% of the principal amount of, and accrued and unpaid interest, if any, on all the Notes to be due and payable in cash immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Agreement or in the Notes to the contrary notwithstanding. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company occurs and is continuing, 100% of the principal amount of, and accrued and unpaid interest, if any, on, all Notes shall automatically become and be immediately due and payable in cash without any declaration or other act on the part of the Representative or any Holder.

The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable (or have become immediately due and payable), and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, if (1) the Company shall have paid or deposited with the Representative a sum sufficient to pay all matured installments of accrued and unpaid interest upon the Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on such principal and, to the extent that such payment is enforceable under applicable law, on overdue installments of accrued and unpaid interest, at the rate borne by the Notes at such time), (2) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (3) any and all existing Events of Default under this Agreement, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall not have become due by their terms, shall have been remedied or waived pursuant to Section 6.05, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of at least 25% in principal amount of the Notes then outstanding determined in accordance with Section 8.01 and Section 8.02, by written notice to the Company and to the Representative, may waive all existing and past Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Agreement; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any continuing Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest, if any, on, any Notes, (ii) a failure to repurchase any Notes when required under this Agreement, or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes.

51

Section 6.03 Payments of Notes on Default; Suit Therefor. If an Event of Default described in clause (a) or (b) of Section 6.01 shall have occurred and is continuing, the Company shall, upon demand of any Holder of the Notes, pay to such Holder, the amount then due and payable on such Holder’s Notes for principal and interest, if any, with interest on any overdue principal and interest, if any, at the rate borne by the Notes at such time. If the Company shall fail to pay such amounts forthwith upon such demand, a Holder may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Notes, wherever situated.

Section 6.04 Remedies Cumulative and Continuing. Except as provided in the last paragraph of Section 2.06, all powers and remedies given by this Article 6 to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Representative or the Holders of the Notes, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Agreement, and no delay or omission of the Representative or any Holder of any of the Notes to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power, or shall be construed to be a waiver of any such Default or Event of Default or any acquiescence therein; and every power and remedy given by this Article 6 or by law to the Representative or the Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Representative or the Holders.

Section 6.05 Direction of Proceedings and Waiver of Defaults by Holders. The Holders of at least 25% in principal amount of the Notes then outstanding determined in accordance with Section 8.01 and Section 8.02, by notice to the Company, may on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences except (1) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price and Change of Control Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (2) a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes, (3) a failure by the Company to repurchase any Notes when required under this Agreement or (4) a default in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended without the consent of each Holder of an outstanding Note affected thereby. Upon any such waiver the Company, the Representative and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 6.05, said Default or Event of Default shall for all purposes of the Notes and this Agreement be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

52

ARTICLE 7

[INTENTIONALLY OMITTED]

ARTICLE 8

CONCERNING THE HOLDERS

Section 8.01 Who Are Deemed Absolute Owners. The Company, any Paying Agent, any Conversion Agent and any Note Registrar may deem the Person in whose name a Note shall be registered upon the Note Register to be, and may treat it as, the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon made by any Person other than the Company or any Note Registrar) for the purpose of receiving payment of or on account of the principal of and (subject to Section 2.03) accrued and unpaid interest on such Note, for conversion of such Note and for all other purposes; and neither the Company nor any Paying Agent nor any Conversion Agent nor any Note Registrar shall be affected by any notice to the contrary. All such payments or deliveries so made to any Holder for the time being, or upon its order, shall be valid, and, to the extent of the sums or shares of Common Stock so paid or delivered, effectual to satisfy and discharge the liability for monies payable or shares deliverable upon any such Note.

Section 8.02 Company-Owned Notes Disregarded. In determining whether the Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Agreement, Notes that are owned by the Company, the Guarantors, if any, or any Subsidiary thereof shall be disregarded and deemed not to be outstanding for the purpose of any such determination. Notes so owned that have been pledged in good faith may be regarded as outstanding for the purposes of this Section 8.02 if the pledgee shall establish to the satisfaction of the Company the pledgee’s right to so act with respect to such Notes and that the pledgee is not the Company, the Guarantors, if any, or a Subsidiary thereof.

Section 8.03 Action by Holders. Whenever in this Agreement it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing. Whenever the Company solicits the taking of any action by the Holders of the Notes, the Company may, but shall not be required to, fix in advance of such solicitation, a date as the record date for determining Holders entitled to take such action. The record date, if one is selected, shall be not more than fifteen calendar days prior to the date of commencement of solicitation of such action.

Section 8.04 Proof of Execution by Holders. Proof of the execution of any instrument by a Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Representative. The holding of Notes shall be proved by the Note Register or by a certificate of the Note Registrar.

53

ARTICLE 9

[INTENTIONALLY OMITTED]

ARTICLE 10

SUPPLEMENTAL AGREEMENTS

Section 10.01 Supplemental Agreements Without Consent of Holders. The Company, at its own expense, may from time to time and at any time amend, supplement or waive any provision of the Agreement Documents, without prior notice to or the consent of any Holder (but subject to the requirements of the next paragraph), for one or more of the following purposes:

(a) to cure any ambiguity, omission, defect or inconsistency;

(b) to provide for the assumption by a Successor Company of the obligations of the Company under this Agreement and the Notes pursuant to Article 11 or to provide for the assumption by a successor entity of the obligations of the Guarantors, if any, under this Agreement and its Note Guarantee pursuant to Article 16;

(c) to add guarantees with respect to the Notes;

(d) to release any Guarantor from its obligations under its Note Guarantee or this Agreement in accordance with the terms of the Agreement Documents;

(e) to allow the Guarantors, if any, to execute a supplemental agreement and/or a Note Guarantee with respect to the Notes as may be required pursuant to this Agreement;

(f) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company under the Agreement;

(g) to make any change that does not adversely affect the rights of any Holder;

(h) to adjust the Conversion Rate pursuant to and to the extent provided by Article 14;

(i) to provide for the issuance of Additional Notes, PIK Notes, and PIK Payments in accordance with the limitations set forth in this Agreement insofar as the Company determined that a supplemental agreement is necessary or advisable for such purpose; or

(j) in connection with any Specified Corporate Event, to provide that the Notes are convertible into Reference Property, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.08,

Any such document reflecting the amendment, supplement or waiver to the applicable Agreement Document authorized by the provisions of this Section 10.01 may be executed by the Company without the consent of the Representative or of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

54

Section 10.02 Supplemental Agreements and Other Amendments with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least the Minimum Principal Amount of the Notes then outstanding, the Company and the Representative, as the case may be, at the Company’s expense, may from time to time and at any time enter into amendments, supplements or waivers to the Agreement Documents for the purpose of adding any provisions to or changing in any manner, waiving or eliminating any of the provisions of the Agreement Documents or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected thereby, no such amendment, supplement or waiver shall:

(a) except for as expressly required or permitted by Section 14.05 (with respect to adjustments to the Conversion Rate) or Section 14.08 (with respect to Reference Property) of this Agreement, reduce the consideration due upon conversion of the Notes;

(b) reduce the rate of or extend the stated time for payment of interest on any Note;

(c) reduce the principal of or change the Maturity Date of any Note;

(d) except as expressly required or permitted by this Agreement, make any change that adversely affects the conversion rights of any Notes;

(e) reduce the Change of Control Redemption Price, Fundamental Change Repurchase Price or Change of Control Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;

(f) make any Note payable in currency other than that stated in the Note and in this Agreement;

(g) change the ranking of the Notes in a manner adverse to Holders;

(h) make any change in the provisions of this Agreement relating to the rights of Holders of Notes to receive payments of principal of, premium on, if any, or interest, if any, on the Notes or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(i) to release the Guarantors, if any, from any of their obligations under the Note Guarantees or this Agreement, except in accordance with the terms of this Agreement; or

(j) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.05.

Upon the written request of the Company, and upon receipt of evidence of the consent of Holders as aforesaid and subject to Section 10.05, the Representative shall join with the Company in the execution of such amendment, supplement or waiver to the Agreement Documents.

55

Holders do not need under this Section 10.02 to approve the particular form of any proposed amendment, supplement or waiver. It shall be sufficient if such Holders approve the substance thereof. After any such amendment, supplement or waiver becomes effective, the Company shall promptly deliver to the Holders (with a copy to the Representative) a notice briefly describing such amendment, supplement or waiver. The failure to give such notice to all Holders, or any defect in the notice, however, will not impair or affect the validity of the amendment, supplement or waiver.

Section 10.03 Effect of Amendments, Supplements or Waivers. Upon the execution of any amendment, supplement or waiver pursuant to the provisions of this Article 10, the applicable Agreement Document shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations, duties and immunities under the Agreement Documents of the Representative, the Company, the Guarantors, if any, and the Holders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such amendment, supplement or waiver shall be and be deemed to be part of the terms and conditions of the applicable Agreement Document for any and all purposes.

Section 10.04 Notation on Notes. Notes executed and delivered after the execution of any amendment, supplement or waiver pursuant to the provisions of this Article 10 may, at the Company’s expense, bear a notation as to any matter provided for in such amendment, supplement or waiver. If the Company shall so determine, new Notes so modified as to conform, in the opinion of the Board of Directors of the Company, to any modification of an Agreement Document contained in any such amendment, supplement or waiver may, at the Company’s expense, be prepared and executed by the Company and delivered in exchange for the Notes then outstanding, upon surrender of such Notes then outstanding.

Section 10.05 Evidence of Compliance of Amendment, Supplement or Waiver to Be Furnished Representative. In addition to the documents required by Section 18.05, the Representative shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any amendment, supplement or waiver executed pursuant hereto complies with the requirements of this Article 10, is permitted or authorized by this Agreement and is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

ARTICLE 11

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 11.01 Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, in one transaction or any series of transactions, to another Person, other than in a connection with a Change of Control in which the Company has elected to effect, and not revoked such election, a Change of Control Redemption with respect to all of the outstanding Notes, unless:

(a)

56

(i) such resulting, surviving or transferee Person is the Company; or

(ii) if not the Company, such resulting, surviving or transferee Person (the “Successor Company”) shall be a corporation, limited liability company, partnership or other entity organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or any Designated Country;

(b) in any such transaction where the Company is not the resulting, surviving or transferee Person, the Successor Company unconditionally assumes all of the Company’s obligations under the Notes and this Agreement pursuant to a supplemental agreement in a form reasonably satisfactory to the Representative;

(c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Agreement; and

(d) in any transaction where the Company is not the surviving or transferee Person, the Company shall have delivered to the Representative an Officer’s Certificate and Opinion of Counsel, each stating that the consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition and such supplemental agreement complies with this Agreement and all conditions precedent provided for in this Agreement relating to such transaction have been complied with.

For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person that is not the Company or a Subsidiary of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease by the Company of all or substantially all of its consolidated properties and assets to another Person.

Section 11.02 Successor Company to Be Substituted. In case of any such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition contemplated by Section 11.01, other than in a connection with a Change of Control in which the Company has elected to effect, and not revoked such election, a Change of Control Redemption with respect to all of the outstanding Notes, where the Company is not the resulting, surviving or transferee Person (a “Successor Transaction”) and upon the assumption by the Successor Company, by supplemental agreement, executed and delivered to the Representative, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Agreement to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the Company (except in the case of a lease of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole) shall be discharged from the obligations of the Company under the Notes and this Agreement. Such Successor Company

57

thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company. All the Notes so issued shall in all respects have the same legal rank and benefit under this Agreement as the Notes theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Notes had been issued at the Issue Date. In the event of any such Successor Transaction (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Agreement (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may, if still in existence, be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Agreement and the Notes. In case of any such Successor Transaction, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Section 11.03 SPAC Transaction. The Company shall not consummate any SPAC Transaction unless, as a condition to such SPAC Transaction, the SPAC unconditionally assumes all of the Company’s obligations under the Notes and the Agreement Documents relating to the Company’s obligations relating to the authorization, issuance and delivery of the Common Stock issuable upon conversion of the Notes (including, without limitation, Article 14 and the Conversion Obligations and Change of Control Conversion Obligations), and agrees to perform the obligations applicable to the “Company Group” under Section 3.9 and 9.10 of the Note Purchase Agreement and the obligations of the Company under the Registration Rights Agreement, pursuant to a supplemental agreement in the form attached as Exhibit C hereto and, upon consummation of the SPAC Transaction, references in such applicable sections of this Agreement to “the Company” shall refer to “the SPAC”, mutatis mutandis, provided, that the Holders acknowledge and agree that Common Stock issuable subsequent to a SPAC Transaction shall be subject to all restrictions applicable to Common Stock issued by a special purpose acquisition company under all applicable law, including the unavailability of Rule 144, subject to the conditions of that rule and shall bear such restrictions and legends as may be required by a SPAC to ensure compliance therewith.

ARTICLE 12

IMMUNITY OF INCORPORATORS, EQUITYHOLDERS, OFFICERS AND

DIRECTORS

Section 12.01 Solely Corporate Obligations. No recourse for the payment of the principal of or accrued and unpaid interest on any Note, nor for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company or the Guarantors or Restricted Subsidiaries, if any, in this Agreement or in any Note or in any Guarantee, nor because of the creation of any Indebtedness represented thereby, shall be had against any incorporator, equityholder, employee, agent, Officer or director or Subsidiary, as such, past, present or future, of the Company, the Guarantors, if any, or of any successor entity of the Company or the Guarantors, if any, unless in each case any such Person has expressly assumed or agreed to perform such obligations pursuant to a supplemental agreement contemplated hereby or otherwise, either directly or through the Company, the Guarantors, if any, or any successor entity of the Company or the Guarantors, if any, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Agreement and the issue of the Notes and the Guarantees, if any.

58

ARTICLE 13

OPTIONAL REDEMPTION

Section 13.01 No Optional Redemption. Except as set forth in Section 13.02, the Notes shall not be redeemable by the Company prior to the Maturity Date.

Section 13.02 Optional Change of Control Redemption. If a Change of Control (other than the SPAC Transaction) occurs at any time after the date hereof, the Company may redeem (a “Change of Control Redemption”), at the Company’s option, all of the Notes, or any portion of the principal amount thereof that is equal to $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple thereof, on the Change of Control Redemption Date at a repurchase price (the “Change of Control Redemption Price”) equal to the greater of (i) 125% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the Change of Control Redemption Date, payable in cash, and (ii) the product of (x) the number of shares of Common Stock issuable upon conversion of the Note to be redeemed as of immediately prior to the Change of Control Effective Date and (y) the Transaction Price in such Change of Control, payable in the same form and amount of consideration as would be payable to the shares of Common Stock issuable upon conversion of the Note to be redeemed had such Note been converted in full immediately prior to the Change of Control Effective Date, unless, in the case of clause (i), the Change of Control Redemption Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Change of Control Redemption Price shall be paid in cash in an amount equal to 125% of the principal amount of Notes to be redeemed pursuant to this Section 13.02; provided, that, in the event clause (ii) is greater than clause (i), each Holder shall have the right to require that the Change of Control Redemption Price be determined and delivered in cash pursuant to clause (i) by providing written notice to the Company at least three (3) calendar days prior to the expected Change of Control Redemption Date.

Section 13.03 Notice of Change of Control Redemption; Selection of Notes.

(a) If the Company wishes to exercise its right to redeem all or, as the case may be, any part of the Notes pursuant to Section 13.02, it shall fix a date for the Change of Control Redemption which shall be the Change of Control Effective Date (the “Change of Control Redemption Date”), and it shall provide notice of such Change of Control Redemption (a “Change of Control Redemption Notice”) not less than ten (10) nor more than thirty (30) calendar days prior to the expected Change of Control Redemption Date to each Holder of Notes to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that, the Holder shall be entitled to elect to convert all or any portion of the specified Notes in connection with, and conditioned upon the consummation of the anticipated Change of Control, in which case such conversion shall occur immediately prior to such anticipated Change of Control. For the avoidance of doubt, the Change of Control Redemption Date must be a Business Day.

59

(b) The Change of Control Redemption Notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Change of Control Redemption Notice by mail to the Holder of any Note designated for Change of Control Redemption as a whole or in part, or any defect in the Change of Control Redemption Notice, shall not affect the validity of the proceedings for the redemption of any other Note.

(c) Each Change of Control Redemption Notice shall specify:

(i) the events causing the Change of Control;

(ii) the expected date of the Change of Control;

(iii) the expected Change of Control Redemption Date;

(iv) the Change of Control Redemption Price;

(v) the name and address of the Paying Agent and the Conversion Agent, if applicable;

(vi) the Change of Control Conversion Rate and that Holders may surrender their Notes for conversion at any time not less than three (3) calendar days prior to the expected Change of Control Redemption Date;

(vii) that on the Change of Control Redemption Date, the Change of Control Redemption Price will be paid upon each Note to be redeemed, and that, unless the Company defaults in the payment of the Change of Control Redemption Price, interest thereon, if any, shall cease to accrue on and after the Change of Control Redemption Date;

(viii) the place or places where such Notes are to be surrendered for payment of the Change of Control Redemption Price; and

(ix) in case any Note is redeemed in part only, the portion of the principal amount thereof to be redeemed, which principal amount must be $1,000 or an integral multiple in excess thereof, and that on and after the Change of Control Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued.

(d) If fewer than all of the outstanding Notes are to be redeemed, the Notes shall be selected for Change of Control Redemption (in principal amounts of $1,000 or multiples thereof) by lot.

(e) If a Holder converts a Note a portion of which has been selected for Change of Control Redemption, the converted portion will be deemed to be from the portion selected for Change of Control Redemption.

(f) In the event of any Change of Control Redemption in part, the Company shall not be required to register the transfer of or exchange any Note so selected for Change of Control Redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part.

60

Section 13.04 Payment of Notes Called for Change of Control Redemption.

(a) If any Change of Control Redemption Notice has been given in respect of the Notes in accordance with Section 13.03, the Notes shall become due and payable on the Change of Control Redemption Date at the place or places stated in the Change of Control Redemption Notice and at the Change of Control Redemption Price. On presentation and surrender of the Notes at the place or places stated in the Change of Control Redemption Notice, the Notes shall be paid and redeemed by the Company at the applicable Change of Control Redemption Price.

(b) Prior to the open of business on the Change of Control Redemption Date, the Company shall deposit with the Paying Agent (in the case of a Paying Agent other than the Company) an amount of cash (in immediately available funds if deposited on the Change of Control Redemption Date), sufficient to pay the Change of Control Redemption Price of all of the Notes to be redeemed on such Change of Control Redemption Date. Subject to receipt of funds by the Paying Agent (in the case of a Paying Agent other than the Company), payment for the Notes to be redeemed (including the payment of any non-cash consideration, which shall be paid directly by the Company or its designee, rather than the Paying Agent) shall be made on the Change of Control Redemption Date for such Notes. The Paying Agent (in the case of a Paying Agent other than the Company) shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the cash portion of the Change of Control Redemption Price. If the Company is acting as Paying Agent or any portion of the Change of Control Redemption Price is payable in a form other than cash, such cash or non-cash consideration shall be delivered by the Company or its designee directly to the Holders.

Section 13.05 Restrictions on Change of Control Redemption. The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of the Agreement, and such acceleration has not been rescinded, on or prior to the Change of Control Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Change of Control Redemption Price with respect to such Notes).

ARTICLE 14

CONVERSION OF NOTES

Section 14.01 Conversion upon Change of Control. Subject to and upon compliance with the provisions of this Article 14, including without limitation Section 14.03(i), in connection with any Change of Control, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple in excess thereof (or, if a PIK Payment has been made, if the portion to be converted is $1.00 principal amount or an integral multiple in excess thereof )) of such Note on or after the time that is ten (10) Business Days prior to the anticipated Effective Date of such Change of Control until the close of business on the day that is three (3) calendar days prior to the actual date such Change of Control becomes effective (the “Change of Control Effective Date”), into Common Stock (or such Reference Property pursuant to Section 14.08 in lieu of such Common Stock),

61

subject to, and in accordance with, the settlement provisions of Section 14.03 (the “Change of Control Conversion Obligation”); provided, however, such conversion shall be allowed only if the Common Stock, or Reference Property as applicable, is issued in the conversion transaction by the Company, its successor for U.S. federal tax purposes (including Company’s sole regarded owner if Company is treated as disregarded for U.S. federal Tax purposes, or a corporation that is related to the Company or its successor under Section 267(b) or Section 707(b)(1) of the Code). The Company shall notify the Holders and the Representative in writing of any Change of Control no later than fifteen (15) Business Days prior to the anticipated Effective Date of a Change of Control (or if such anticipated Effective Date is not known prior to such date, promptly following knowledge of such anticipated Effective Date but in any event no later than two (2) Business Days after the Change of Control Effective Date). In the case of Physical Notes, such notice shall be by first class mail. No failure of the Company to give the foregoing notice and no defect therein shall limit the Holders’ conversion rights or affect the validity of the proceedings for the conversion of the Notes pursuant to this Section 14.01. Notwithstanding the foregoing, no Holder may convert any portion of such Holder’s Notes unless the Notes delivered for conversion represent (1) at least $250,000 in aggregate principal amount of Notes (the “Minimum Conversion Amount”) or (2) if less than the Minimum Conversion Amount, all of the Notes held at such time by Holder.

Section 14.02 Conversion. Other than upon a Change of Control pursuant to Section 14.01, and subject to and upon compliance with the other provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple in excess thereof (or, if a PIK Payment has been made, if the portion to be converted is $1.00 or an integral multiple in excess thereof)) of such Note, whether prior to, on or after a Qualified Public Company Event until the close of business on the Business Day immediately preceding the Maturity Date, into a number of shares of Common Stock equal to (a), if no PIK Payment has been made, the applicable Conversion Rate per $1,000 principal amount of Notes or (b), if a PIK Payment has been made, the quotient of (i) the applicable Conversion Rate and (ii) $1,000, per $1.00 principal amount of Notes (subject, in each case, to, and in accordance with, the settlement provisions of Section 14.03, the “Conversion Obligation”); provided, however, such conversion shall be allowed only if the Common Stock, or Reference Property as applicable, is issued in the conversion transaction by the Company, its successor for U.S. federal tax purposes (including Company’s sole regarded owner if Company is treated as disregarded for U.S. federal Tax purposes, or a corporation that is related to the Company or its successor under Section 267(b) or Section 707(b)(1) of the Code). Notwithstanding the foregoing, no Holder may convert any portion of such Holder’s Notes unless the Notes delivered for conversion represent (A) at least the Minimum Conversion Amount or (B) if less than the Minimum Conversion Amount, all of the Notes held at such time by Holder.

Section 14.03 Conversion Procedure; Settlement Upon Conversion.

(a) Subject to Section 14.01, Section 14.02, this Section 14.03 and Section 14.08(a), upon conversion of any Note pursuant to (i) Section 14.01, the Company shall deliver to the converting Holder shares of Common Stock (rounding up to the nearest whole share) (or such Reference Property pursuant to Section 14.08 in lieu of such Common Stock), at the Change of Control Conversion Rate; or (ii) Section 14.02, the Company shall deliver to the converting Holder shares of Common Stock, together with a cash payment in lieu of delivering any fractional share as set forth below under Section 14.03(c), at a Conversion Rate in accordance

with Section 14.02 (as adjusted pursuant to Section 14.05, as applicable), in each case (i) and (ii), on the second Business Day following the relevant Conversion Date (or such other date that may be applicable pursuant to a conversion in accordance with Section 14.03(c) or Section 14.03(k)). A Holder may convert fewer than all of such Holder’s Notes.

62

(b) Before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall (i) if such Holder would have a filing and waiting period or approval requirement in advance of such Conversion under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) or any other antitrust, merger control, or competition law (collectively with the HSR Act, the “Antitrust Laws”) make or cause to be made by its ultimate parent entity as that term is defined in the HSR Act any such required filings under the Antitrust Laws and obtain any required waiting period expirations or terminations or approvals; and (ii) (1) complete, manually sign and deliver an irrevocable (except as set forth in clause (c)) notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation or the Change of Control Conversion Obligation, as the case may be, to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents that the Company or the Conversion Agent may reasonably require, (4) if required, pay all transfer, stamp and similar taxes as set forth in Section 14.03(d) and Section 14.03(e) and (5) if required, pay funds to the Conversion Agent equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.03(h). The Representative (and if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice or a Change of Control Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice or a Change of Control Repurchase Notice in accordance with Section 15.04.

If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation or the Change of Control Conversion Obligation, as the case may be, with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered.

(c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above except in the case of subsection (b)(i) above in which case a Note shall be deemed to have been converted the day following the expiration or termination of any applicable waiting period or the receipt of approval under any Antitrust Law; provided that, in any Notice of Conversion, a Holder that has complied with the requirements set forth in subsection (b) above shall be entitled to elect to convert all or any portion, subject to the Minimum Conversion Amount, of its Notes in connection with, and conditioned upon, the consummation of an anticipated Specified Corporate Event, in which case the Conversion Date shall be the date of the consummation of such Specified Corporate Event, and such Notes will be converted into the

63

Common Stock immediately following the consummation of such Specified Corporate Event unless the Holder designates in its Notice of Conversion that such conversion shall occur immediately prior to such Specified Corporate Event, provided that, if the Company notifies Holders or otherwise announces that it will not complete such Specified Corporate Event, such Holder shall be entitled to revoke its Notice of Conversion at any time thereafter. In connection with a SPAC Transaction, the Company agrees to provide written notice to the Holders, the Representative and the Conversion Agent of the date on which the Notes shall be convertible into the Common Stock of the SPAC. Prior to the Qualified Public Company Event, the Company shall issue or cause to be issued, and deliver to such Holder, or such Holder’s nominee or nominees, the full number of shares of Common Stock to which such Holder shall be entitled, in certificate form and by updating the stockholder register of the Company, in satisfaction of the Company’s Conversion Obligation or the Change of Control Conversion Obligation, as the case may be; provided that, following the Qualified Public Company Event, the Company shall (1) provided that the transfer agent for the Common Stock is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its nominee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the transfer agent for the Common Stock is not participating in the DTC Fast Automated Securities Transfer Program, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Notice of Conversion, a certificate, registered in the name of the Holder or its nominee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion.

(d) In case any Physical Note shall be surrendered for partial conversion, the Company shall execute and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion.

(e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests any such shares to be issued in a name other than the Holder’s name, in which case the Holder must pay that tax. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Company receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence.

(f) Except as provided in Section 14.05, no adjustment shall be made for dividends on any shares of Common Stock issued upon the conversion of any Note as provided in this Article 14.

(g) [Intentionally omitted]

64

(h) Subject to Section 14.01 and 14.02, upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the full Conversion Obligation or Change of Control Conversion Obligation, as applicable, shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but excluding, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but excluding, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date and prior to open of business on the corresponding Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes in cash on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period beginning after the close of business on any Regular Record Date and ending at the open of business on the immediately following Interest Payment Date must be accompanied by cash funds equal to the amount of interest payable on the Notes so converted (regardless of whether the converting Holder was the holder of record on such Regular Record Date); provided that no such payment shall be required (1) for Notes surrendered for conversion after the close of business on the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Scheduled Trading Day immediately following the corresponding Interest Payment Date; (3) if the Company has specified a Change of Control Repurchase Date that is after a Regular Record Date and on or prior to the Scheduled Trading Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date, any Fundamental Change Repurchase Date described in clause (2) or any Change of Control Repurchase Date described in clause (3) of the immediately preceding sentence shall receive the full interest payment due on the Maturity Date or other applicable Interest Payment Date in cash regardless of whether their Notes have been converted or repurchased, as applicable, following such Regular Record Date.

(i) The Person in whose name the shares of Common Stock shall be issuable upon a conversion of Notes shall be become the equityholder of record as of the close of business on the relevant Conversion Date. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion. Upon a conversion of Notes, prior to the Qualified Public Company Event, such Person shall execute a joinder to the LLC Agreement, in a form reasonably satisfactory to the Company.

(j) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes in respect of any Conversion Obligation and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon a conversion of the Notes in respect of any Conversion Obligation based on the Last Reported Sale Price of the Common Stock on the relevant Conversion Date. The Company through the Paying Agent, shall pay cash in lieu of delivering any fractional share of Common Stock issuable upon a conversion of the Notes in respect of any Conversion Obligation to Holders by wire transfer in immediately available funds to that Holder’s account within the United States as designated in writing by such Holder.

65

(k) Notwithstanding anything to the contrary contained herein, following the Qualified Public Company Event, the Company shall not issue to any Holder, and no Holder may acquire, a number of shares of Common Stock upon any conversion of Notes hereunder, to the extent that, upon such conversion, the number of shares of Common Stock then “beneficially owned” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) by such Holder and its Affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with such Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which such Holder is a member, but excluding shares beneficially owned by virtue of the ownership of warrants and other securities or rights to acquire securities, in each case, that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) would exceed 9.99% of the total number of shares of Common Stock then issued and outstanding (the “Maximum Percentage”); provided, however, that the Maximum Percentage shall only apply to the extent that the Common Stock is deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act; provided, further that, other than in connection with a Successor Major Transaction, any Holder shall be permitted to include in its Notice of Conversion delivered in connection with a Change of Control or Fundamental Change that it is electing to make successive conversions, which conversions shall occur (in each case by written notice from such Holder to the Company) from time to time as determined by such Holder at any time prior to the end of the Successive Conversion Period (each such conversion being subject to the Maximum Percentage). For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Commission, and the percentage held by any Holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. For purposes hereof, in determining the number of outstanding shares of Common Stock, the Holders may rely on the number of outstanding shares of Common Stock as stated in the Company’s most recent quarterly or annual report filed with the Commission, or any current report filed by the Company with the Commission subsequent thereto. Upon the written request of any Holder, the Company shall, within two (2) Trading Days, confirm orally and in writing to such Holders the number of shares of Common Stock then outstanding, and such Holder shall be entitled to rely upon such confirmation for purposes hereof. Neither the Representative nor the Conversion Agent shall have any obligation to monitor whether any conversion pursuant to this Agreement is in compliance with the foregoing provisions or the requirements of the Exchange Act, and shall have no obligation to monitor the shares of Common Stock held or to be held by any Holder.

Section 14.04 [Reserved].

Section 14.05 Adjustment of Conversion Rate. The Conversion Rate (other than the Change of Control Conversion Rate) shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.05, without having to convert their Notes, as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.

66

(a) If the Company exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or if the Company effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula:

            CR’ = CR₀ × ^OS’

                                   OS₀

where,

CR0 = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as applicable;

CR’ = the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date;

OS₀ = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date (before giving effect to any such dividend, distribution, share split or share combination); and

OS’ = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

Any adjustment made under this Section 14.05(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.05(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors of the Company determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(b) If the Company issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a shareholder rights plan) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than (i) with respect to an issuance for which the announcement of such issuance occurs on or before the 10th Trading Day immediately following the Qualified Public Company Event, the average of the fair market value on each applicable Trading Day of one share of Common Stock (as determined in good faith by the Board of Directors of the Company after consultation with a reputable independent investment bank, independent valuation firm or other qualified financial institution selected by the Company, except that to the extent Disputing Holders dispute such fair market values in writing to the Company (with a copy to the Representative and the Conversion Agent (if other than the Representative)) on or before the 20th Business Day after receipt of such good faith determination of the Board of Directors of the Company, such fair market values shall be mutually determined by the Company and the Disputing Holders, and if the Company and the Disputing Holders are unable to reach agreement, such fair market values shall be determined by an independent nationally recognized investment bank selected by the Company and the Disputing

67

Holders and delivered to the Representative and the Conversion Agent (if other than the Representative) within 30 Business Days following such issuance) for the 10 consecutive Trading Day period ending on, and including the Trading Day immediately preceding the date of announcement of such issuance or (ii) with respect to an issuance for which the announcement of such issuance occurs after the 10th Trading Day immediately following the Qualified Public Company Event the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Conversion Rate shall be increased based on the following formula:

CR’= CR0   ×	OS0 + X
	OS0 + Y

where,

CR0 = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance;

CR’ = the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;

OS₀ = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;

X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by (i) with respect to an issuance for which the announcement of such issuance occurs on or before the 10th Trading Day immediately following the Qualified Public Company Event, the average of the fair market value on each applicable Trading Day of one share of Common Stock (as determined in good faith by the Board of Directors of the Company after consultation with a reputable independent investment bank, independent valuation firm or other qualified financial institution selected by the Company, except that to the extent Disputing Holders dispute such fair market values in writing to the Company (with a copy to the Representative and the Conversion Agent (if other than the Representative)) on or before the 20th Business Day after receipt of such good faith determination of the Board of Directors of the Company, such fair market values shall be mutually determined by the Company and the Disputing Holders, and if the Company and the Disputing Holders are unable to reach agreement, such fair market values shall be determined by an independent nationally recognized investment bank selected by the Company and the Disputing Holders and delivered to the Representative and the Conversion Agent (if other than the Representative) within 30 Business Days following such issuance) over the 10 consecutive Trading Day period ending on, and including the Trading Day immediately preceding the date of announcement of such issuance and (ii) with respect to an issuance for which the announcement of such issuance occurs after the 10th Trading Day immediately following the Qualified Public Company Event, the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.

68

Any increase made under this Section 14.05(b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open of business on the Ex-Dividend Date for such issuance. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, or if no such rights, options or warrants are exercised prior to their expiration, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such Ex-Dividend Date for such issuance had not occurred.

For purposes of this Section 14.05(b), in determining whether any rights, options or warrants entitle the holders of Common Stock to subscribe for or purchase shares of the Common Stock at a price per share that is less than such average of the Last Reported Sale Prices for the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance or such average of the fair market value on each applicable Trading Day of one share of Common Stock over the 10 consecutive Trading Day period ending on, and including the Trading Day immediately preceding the date of announcement for such issuance, as the case may be, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors of the Company.

(c) If the Company distributes shares of its Capital Stock, evidences of its Indebtedness, other assets or property of the Company or rights, options or warrants to acquire shares of its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding (i) dividends, distributions or issuances as to which an adjustment was effected pursuant to Section 14.05(a) or Section 14.05(b), (ii) dividends or distributions paid exclusively in cash as to which the provisions set forth in Section 14.05(d) shall apply, (iii) any dividends or distributions of Reference Property in exchange for Common Stock in connection with any transaction described in Section 14.08, (iv) except as otherwise provided in Section 14.12, rights issued pursuant to a shareholder rights plan adopted by the Company and (v) Spin-Offs as to which the provisions set forth below in this Section 14.05(c) shall apply (any of such shares of Capital Stock, evidences of Indebtedness, other assets or property or rights, options or warrants to acquire shares of Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula:

CR’= CR0   ×	SP0
	SP0 - FMV

69

where,

CR₀ = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;

CR’ = the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;

SP₀ = (i) with respect to a distribution that has an Ex-Dividend Date that occurs on or before the 10th Trading Day immediately succeeding the Qualified Public Company Event, the average of the fair market value on each applicable Trading Day of one share of Common Stock (as determined in good faith by the Board of Directors of the Company after consultation with a reputable independent investment bank, independent valuation firm or other qualified financial institution selected by the Company, except that to the extent Disputing Holders dispute such fair market values in writing to the Company (with a copy to the Representative and the Conversion Agent (if other than the Representative)) on or before the 20th Business Day after receipt of such good faith determination of the Board of Directors of the Company, such fair market values shall be mutually determined by the Company and the Disputing Holders, and if the Company and the Disputing Holders are unable to reach agreement, such fair market values shall be determined by an independent nationally recognized investment bank selected by the Company and the Disputing Holders and delivered to the Representative and the Conversion Agent (if other than the Representative) within 30 Business Days following such issuance) over the 10 consecutive Trading Day period ending on, and including the Trading Day immediately preceding the Ex-Dividend Date for such distribution or (ii) with respect to a distribution that has an Ex-Dividend Date that occurs after the 10th Trading Day immediately succeeding the Qualified Public Company Event, the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and

FMV = the fair market value (as determined in good faith by the Board of Directors of the Company) of the Distributed Property distributed with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.

Any increase made under the portion of this Section 14.05(c) above shall become effective immediately after the open of business on the Ex- Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared.

Notwithstanding the foregoing, if “FMV ” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 (or if a PIK Payment has been made, $1.00) principal amount thereof, at the same time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution. If the Board of Directors of the Company determines the “FMV” (as defined above) of any distribution for purposes of this Section 14.05(c) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution.

70

With respect to an adjustment pursuant to this Section 14.05(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Conversion Rate shall be increased based on the following formula:

CR’= CR0   ×	FMV0 + MP0
	MP0

where,

CR₀ = the Conversion Rate in effect immediately prior to the end of the Valuation Period;

CR’ = the Conversion Rate in effect immediately after the end of the Valuation Period;

FMV₀ = the average of the Last Reported Sale Prices of the shares of Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and

MP₀ = (i) with respect to a distribution that has an Ex-Dividend Date that occurs before the Qualified Public Company Event, the average of the fair market value on each applicable Trading Day of one share of Common Stock (as determined in good faith by the Board of Directors of the Company after consultation with a reputable independent investment bank, independent valuation firm or other qualified financial institution selected by the Company, except that to the extent Disputing Holders dispute such fair market values in writing to the Company (with a copy to the Representative and the Conversion Agent (if other than the Representative)) on or before the 20th Business Day after receipt of such good faith determination of the Board of Directors of the Company, such fair market values shall be mutually determined by the Company and the Disputing Holders, and if the Company and the Disputing Holders are unable to reach agreement, such fair market values shall be determined by an independent nationally recognized investment bank selected by the Company and the Disputing Holders and delivered to the Representative and the Conversion Agent (if other than the Representative) within 30 Business Days following such issuance) over the Valuation Period or (ii) with respect to a distribution that has an Ex-Dividend Date that occurs on or after the Qualified Public Company Event, the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.

71

The increase to the Conversion Rate under the preceding paragraph shall be determined by the Company on, and shall occur at, the last Trading Day of the Valuation Period provided that in respect of any conversion of Notes with a Conversion Date occurring during the Valuation Period, references in the portion of this Section 14.05(c) related to Spin-Offs with respect to 10 consecutive Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, but excluding, the Conversion Date in determining the Conversion Rate. If such Spin-Off does not occur, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such dividend distribution had not been declared, effective as of the date on which the Board of Directors of the Company determines not to consummate such Spin-Off.

For purposes of this Section 14.05(c) (and subject in all respect to Section 14.12), rights, options or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 14.05(c) (and no adjustment to the Conversion Rate under this Section 14.05(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 14.05(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the Issue Date, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of Indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 14.05(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated (or deemed to have expired or been terminated pursuant to the immediately preceding sentence) without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options and warrants had not been issued (to the extent any adjustment to the Conversion Rate was made in connection with such issuance).

72

For purposes of Section 14.05(a), Section 14.05(b) and this Section 14.05(c), if any dividend or distribution to which this Section 14.05(c) is applicable also includes one or both of:

(A) a dividend or distribution of shares of Common Stock to which Section 14.05(a) is applicable (the “Clause A Distribution”); or

(B) a dividend or distribution of rights, options or warrants to which Section 14.05(b) is applicable (the “Clause B Distribution”),

then, in either case, (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 14.05(c) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this Section 14.05(c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 14.05(a) and Section 14.05(b) with respect thereto shall then be made, except that, if determined by the Company (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the close of business on such Record Date or open of business on such Ex-Dividend Date or Effective Date” within the meaning of Section 14.05(a) or “outstanding immediately prior to the close of business on such Ex-Dividend Date” within the meaning of Section 14.05(b).

(d) If any cash dividend or distribution is made to all or substantially all holders of the Common Stock, the Conversion Rate shall be adjusted based on the following formula:

CR’= CR0   ×	SP0
	SP0 - C

where,

CR₀ =the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;

CR’ = the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;

SP₀ = (i) with respect to a dividend or distribution that has an Ex-Dividend Date on or prior to the Qualified Public Company Event, the fair market value of one share of Common Stock (as determined in good faith by the Board of Directors of the Company after consultation with a reputable independent investment bank, independent valuation firm or other qualified financial institution selected by the Company, except that to the extent Disputing Holders dispute such fair market values in writing to the Company (with a copy to the Representative and the Conversion Agent (if other than the Representative)) on or before the 20th Business Day after receipt of such good faith determination of the Board of Directors of the Company, such fair market values shall be mutually determined by the Company and the Disputing Holders, and if the Company and the Disputing Holders are unable to reach agreement, such fair market values shall be determined by an independent nationally recognized investment bank selected by the Company and the Disputing Holders and delivered to the Representative and the Conversion Agent (if other

73

than the Representative) within 30 Business Days following such issuance) on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution or (ii) with respect to a dividend or distribution that has an Ex- Dividend Date after the Qualified Public Company Event, the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and

C = the amount in cash per share the Company distributes to all or substantially all holders of the Common Stock.

Any increase made under this Section 14.05(d) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution. If such dividend or distribution is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of Directors of the Company determines not to make or pay such dividend or distribution, to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, for each $1,000 (or if a PIK Payment has been made, $1.00) principal amount of Notes, at the same time and upon the same terms as holders of shares of the Common Stock, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Dividend Date for such cash dividend or distribution.

(e) [Reserved]

(f) [Reserved]

(g) [Reserved]

(h) Except as stated herein, the Company shall not adjust the Conversion Rate for the issuance of shares of the Common Stock or any securities convertible into or exchangeable for shares of the Common Stock or the right to purchase shares of the Common Stock or such convertible or exchangeable securities.

(i) In addition to those adjustments required by clauses (a), (b), (c), and (d) of this Section 14.05, and to the extent permitted by applicable law and subject to the applicable listing standards of the Relevant Stock Exchange on which the Common Stock is then listed or admitted for trading, the Company from time to time may increase the Conversion Rate by any amount for a period of at least 20 Business Days if the Board of Directors of the Company determines that such increase would be in the Company’s best interest. In addition, to the extent permitted by applicable law and subject to the applicable listing standards of the Relevant Stock Exchange on which the Common Stock is then listed or admitted for trading, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of Common Stock or rights to purchase shares of Common Stock in connection with a dividend or distribution of shares of Common Stock (or rights to acquire shares of Common Stock) or similar event. Whenever the Conversion Rate is increased pursuant to either of the preceding two sentences, the Company shall deliver to the Holder of each Note a notice of the increase at least 15 calendar days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

74

(j) Notwithstanding anything to the contrary in this Article 14, the Conversion Rate shall not be adjusted pursuant to this Article 14:

(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

(ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries;

(iii) except as set forth in Section 14.05(b) or Section 14.05(c), upon the issuance of any shares of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) of this subsection;

(iv) solely for a change in the par value (or lack of par value) of the Common Stock;

(v) upon the repurchase of any shares of the Common Stock pursuant to an open-market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the kind described in Section 4.19; or

(vi) for accrued and unpaid interest, if any.

All calculations and other determinations under this Article 14 shall be made by the Company and shall be made to the nearest one-ten thousandth (1/10,000th) of a share.

(k) Notwithstanding anything in this Article 14 to the contrary, the Company shall not be required to adjust the Conversion Rate unless the adjustment would result in a change of at least 1% in the then effective Conversion Rate. However, the Company shall carry forward any adjustments to the Conversion Rate that are less than 1% of the Conversion Rate and make all such carried-forward adjustments (i) when the cumulative net effect of all adjustments not yet made will result in a change of at least 1% of the Conversion Rate or (ii) regardless of whether the adjustment (or such cumulative net effect) is less than 1%, (a) on the Conversion Date for any Notes or (b) upon the occurrence of any Fundamental Change that occurs on or after the Qualified Public Company Event.

(l) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Representative (and the Conversion Agent if not the Representative) an Officer’s Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until the Representative shall have received such Officer’s Certificate, the Representative shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume without inquiry that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall deliver such notice of such adjustment of the Conversion Rate to each Holder. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

75

(m) For purposes of this Section 14.05, the number of shares of Common Stock at any time outstanding shall not include shares of Common Stock held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company, but shall include shares of Common Stock issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 14.06 Adjustments of Prices. Whenever any provision of this Agreement requires the Company to calculate the Daily VWAP, Last Reported Sale Prices or the Transaction Price over a span of multiple days, the Board of Directors of the Company shall make appropriate adjustments (to the extent no corresponding adjustment is otherwise made pursuant to Section 14.05) to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date, or expiration date, as the case may be, of the event occurs, at any time during the period when the Daily VWAP, Last Reported Sale Prices or the Transaction Price are to be calculated.

Section 14.07 Shares to Be Reserved. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock, and shall at all times (including immediately following any event that causes an adjustment to the Conversion Rate hereunder) maintain a sufficient number of authorized but unissued shares of Common Stock, to provide for conversion of the Notes from time to time as such Notes are presented for conversion (assuming that at the time of computation of such number of shares, all such Notes would be converted by a single Holder, and without giving effect to any limitation that may be imposed by the Maximum Percentage).

Section 14.08 Effect of Recapitalizations, Reclassifications and Changes of the Common Stock.

(a) In the case of:

(i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination or a change of par value or to no par value),

(ii) any consolidation, merger, combination or similar transaction involving the Company,

(iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and the Company’s Subsidiaries substantially as an entirety, or

(iv) any statutory share exchange,

76

in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (each, a “Specified Corporate Event”), then the Company, the Successor Company (if applicable) and the acquiring Person (including, if the applicable Specified Corporate Event is a SPAC Transaction, the SPAC), as applicable, shall execute, at or prior to the effective time of the Specified Corporate Event, with the Representative a supplemental agreement permitted under Section 10.01(j) without the consent of the Holders (which, if the applicable Specified Corporate Event is a SPAC Transaction, shall also comply with the requirements of Section 11.03) providing that, at and after the effective time of such Specified Corporate Event, the Holders’ right to convert Notes at the Conversion Rate into Common Stock shall (i) in the case of a Specified Corporate Event (other than a SPAC Transaction) be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate (which will be the applicable Change of Control Conversion Rate if such Specified Corporate Event is also a Change of Control) immediately prior to such Specified Corporate Event would have owned or been entitled to receive upon the occurrence of such Specified Corporate Event (for the avoidance of doubt, without giving effect to Section 14.03(k)) and (ii) in the case of a Specified Corporate Event that is a SPAC Transaction, into Common Stock of the SPAC equal to the Conversion Rate (such property referred to in clause (i) or (ii), the “Reference Property,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive).

If the Specified Corporate Event (other than a SPAC Transaction) causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of equityholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Specified Corporate Event, then for all conversions for which the relevant Conversion Date occurs after the Effective Date of such Specified Corporate Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes (or if a PIK Payment has been made, the consideration due upon conversion of each $1.00 principal amount of Notes) shall be solely cash in an amount equal to (1) if no PIK Payment has been made, the Conversion Rate in effect on the Conversion Date (which will be the applicable Change of Control Conversion Rate if such Specified Corporate Event is also a Change of Control) or (2) if a PIK Payment has been made, the quotient of (a) the Conversion Rate in effect on the Conversion Date (which will be the applicable Change of Control Conversion Rate if such Specified Corporate Event is also a Change of Control) and (b) 1,000, in each case, multiplied by the price paid per share of Common Stock in such Specified Corporate Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Representative and the Conversion Agent (if other than the Representative) of such weighted average as soon as practicable after such determination is made.

77

If the Reference Property in respect of any such Specified Corporate Event includes Capital Stock, such supplemental agreement described in the second immediately preceding paragraph providing that the Notes will be convertible into Reference Property shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as practicable to the adjustments provided for in this Article 14. If, in the case of any Specified Corporate Event, the Reference Property includes shares of stock, securities or other property or assets (other than cash and/or cash equivalents) of a Person that is a party to the transaction other than the Company or the Successor Company (including the SPAC in the case of a SPAC Transaction), as the case may be, in such Specified Corporate Event, then such supplemental agreement shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing, including the provisions providing for the conversion rights set forth in this Article 14, the redemption rights set forth in Article 13, and the repurchase rights set forth in Article 15.

(b) When the Company executes a supplemental agreement pursuant to subsection (a) of this Section 14.08, the Company shall promptly file with the Representative an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Specified Corporate Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such supplemental agreement have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental agreement to be delivered to each Holder within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental agreement.

(c) The Company shall not become a party to any Specified Corporate Event unless its terms are consistent with this Section 14.08. None of the foregoing provisions shall affect the right of a Holder to convert its Notes into shares of Common Stock, as set forth in Section 14.01, Section 14.02 and Section 14.03, prior to the Effective Date of such Specified Corporate Event.

(d) The above provisions of this Section 14.08 shall similarly apply to successive Specified Corporate Events.

Section 14.09 Certain Covenants.

(a) The Company covenants that all shares of Common Stock issued upon conversion of Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.

(b) The Company covenants that, if any shares of Common Stock to be provided for the purpose of conversion of Notes hereunder require registration with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly issued upon conversion, the Company will, to the extent then permitted by the rules and interpretations of the Commission, secure such registration or approval, as the case may be.

78

(c) Following the Qualified Public Company Event, the Company further covenants that if at any time the Common Stock shall be listed on any national securities exchange or automated quotation system, the Company shall list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, any Common Stock issuable upon conversion of the Notes.

(d) Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days in the case of the Company’s first underwritten public offering of its Common Stock under the Securities Act (the “IPO”), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA or NYSE rules, or any successor provisions or amendments thereto) (such period, the “Lock-Up Period”), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (“Registrable Securities”) held immediately prior to such registration or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 14.09(d) shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the Representative agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than 1% stockholders of the Company’s outstanding Common Stock. In the event that a release is granted to any such officer, director or greater than 1% stockholder other than the Holders relating to the lock-up restrictions set forth above for shares of the Common Stock, the same percentage of shares of the Common Stock held by the Holders or issuable to the Holders upon conversion of the Notes shall be immediately and fully released on the same terms from any remaining lock-up restrictions set forth herein. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 14.09(d) and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. The foregoing provisions of this Section 14.09(d) shall not apply to a Direct Listing and shall only be applicable to the IPO if the Company has not already completed a Direct Listing.

In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

79

Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all capital stock of the Company of each Holder (and the shares or securities of every other person subject to the restriction contained in this Section 14.09(d)):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.”

(e) Each Holder hereby agrees that it will assess in advance whether its acquisition, sale, or transfer of any voting shares of the Company would be subject to advance reporting and waiting period requirements under any Antitrust Law and if so it will not acquire, sell, or transfer any voting shares of the Company until the required filings have been made under the Antitrust Laws and the required waiting period expirations or terminations and the required approvals under the Antitrust Laws have been obtained.

Section 14.10 [Intentionally Omitted].

Section 14.11 Notice to Holders Prior to Certain Actions. In case of any:

(a) action by the Company or one of its Subsidiaries that would require an adjustment in the Conversion Rate pursuant to Section 14.05 or Section 14.12;

(b) Specified Corporate Event; or

(c) voluntary or involuntary dissolution, liquidation or winding-up of the Company;

then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Agreement) and to the extent applicable, the Company shall cause to be filed with the Representative and the Conversion Agent (if other than the Representative) and to be delivered to each Holder at its address appearing on the Note Register, as promptly as practicable but in any event at least 20 days prior to the applicable date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such action by the Company or, if a record is not to be taken, the date as of which the holders of Common Stock of record are to be determined for the purposes of such action by the Company or (ii) the date on which such Specified Corporate Event, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such Specified Corporate Event, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by the Company or one of its Subsidiaries, Specified Corporate Event, dissolution, liquidation or winding-up.

80

Section 14.12 Shareholder Rights Plans. If the Company has a shareholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable shareholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.05(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

ARTICLE 15

REPURCHASE OF NOTES AT OPTION OF HOLDERS

Section 15.01 Reserved.

Section 15.02 Repurchase at Option of Holders Upon a Fundamental Change on or after the Qualified Public Company Event.

(a) If a Fundamental Change occurs at any time after the Qualified Public Company Event and prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof that is equal to $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple in excess thereof, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice, at a repurchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be paid in cash in an amount equal to 100% of the principal amount of Notes to be repurchased pursuant to this Section 15.02. The Fundamental Change Repurchase Date shall be subject to postponement, without penalty to the Company, in order to allow the Company to comply with applicable law as a result of any changes to such applicable law occurring after the date of this Agreement.

(b) On or before the 20th calendar day after the occurrence of the Effective Date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Representative and the Paying Agent (in the case of a Paying Agent other than the Company) a notice (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. Such notice shall be by first class mail. Each Fundamental Change Company Notice shall specify:

(i) the events causing the Fundamental Change;

(ii) the date of the Fundamental Change;

81

(iii) the last date on which a Holder may exercise the repurchase right pursuant to this Article 15;

(iv) the Fundamental Change Repurchase Price;

(v) the Fundamental Change Repurchase Date;

(vi) the name and address of the Paying Agent and the Conversion Agent, if applicable;

(vii) if applicable, the Conversion Rate and any adjustments to the Conversion Rate;

(viii) that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder validly withdraws the Fundamental Change Repurchase Notice, in accordance with the terms of this Agreement; and

(ix) the procedures that Holders must follow to require the Company to repurchase their Notes.

No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02.

Section 15.03 Repurchase at Option of Holders Upon a Change of Control.

(a) If a Change of Control occurs (other than the SPAC Transaction) at any time after the date hereof, each Holder shall have the right, at such Holder’s option pursuant to the procedures provided in Section 15.07, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof that is equal to $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple thereof, on the date (the “Change of Control Repurchase Date”) of the effectiveness of such Change of Control at a repurchase price in cash in an amount equal to 110% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the Change of Control Repurchase Date (the “Change of Control Repurchase Price”), unless the Change of Control Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Change of Control Repurchase Price shall be paid in cash in an amount equal to 110% of the principal amount of Notes to be repurchased pursuant to this Section 15.03. The Change of Control Repurchase Date shall be subject to postponement, without penalty to the Company, in order to allow the Company to comply with applicable law as a result of any changes to such applicable law occurring after the date of this Agreement.

(b) Not less than ten (10) nor more than thirty (30) calendar days prior to the expected effectiveness of a Change of Control, the Company shall provide to all Holders of Notes, the Representative and the Paying Agent (in the case of a Paying Agent other than the Company) a notice (the “Change of Control Company Notice”) of the occurrence of the Change of Control and of the repurchase right at the option of the Holders arising as a result thereof. Such notice shall be by first class mail. Each Change of Control Company Notice shall specify:

82

(i) the events causing the Change of Control;

(ii) the expected date of the Change of Control;

(iii) the last date on which a Holder may exercise the repurchase right pursuant to this Article 15;

(iv) the Change of Control Repurchase Price;

(v) the expected Change of Control Repurchase Date;

(vi) the name and address of the Paying Agent and the Conversion Agent, if applicable;

(vii) the Change of Control Conversion Rate and the date until which Holders may convert their Notes pursuant to Section 14.01;

(viii) the Transaction Price Notice;

(ix) that the Notes with respect to which a Change of Control Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Change of Control Repurchase Notice in accordance with the terms of this Agreement; and

(x) the procedures that Holders must follow to require the Company to repurchase their Notes.

No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.023.

Section 15.04 Withdrawal of Fundamental Change Repurchase Notice or Change of Control Repurchase Notice. Holders of Physical Notes may withdraw (in whole or in part) a Fundamental Change Repurchase Notice or Change of Control Repurchase Notice by means of a written notice of withdrawal delivered to the Paying Agent in accordance with this Section 15.04 at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Expiration Time or prior to the close of business on the third (3rd) calendar day immediately preceding the expected Change of Control Repurchase Expiration Time, as applicable, specifying:

(i) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted,

(ii) the certificate number(s) of the Note(s) in respect of which such notice of withdrawal is being submitted, and

83

(iii) the principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice or Change of Control Repurchase Notice, as the case may be, which portion must be in principal amounts of $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple in excess thereof;

Section 15.05 Deposit of Fundamental Change Repurchase Price and Change of Control Repurchase Price

(a) The Company will deposit with the Paying Agent (or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04(a)) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Change of Control Repurchase Date, as applicable, an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price or Change of Control Repurchase Price, as applicable. Payment for Notes surrendered for repurchase (and not validly withdrawn in accordance with Section 15.04) will be made on the later of (i) the Fundamental Change Repurchase Date (provided the Holder has satisfied the conditions in Section 15.02) or Change of Control Repurchase Date, as applicable (provided the Holder has satisfied the conditions in Section 15.03) and (ii) the delivery of such Notes to the Representative (or other Paying Agent appointed by the Company) by the Holder thereof or the time of book-entry transfer, in the manner required by Section 15.07 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register.

(b) If by 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or Change of Control Repurchase Date, as applicable, the Paying Agent holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date or such Change of Control Repurchase Date, as applicable, then, with respect to the Notes that have been properly surrendered for repurchase and not validly withdrawn in accordance with Section 15.04, (i) such Notes will cease to be outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Paying Agent) and (iii) all other rights of the Holders of such Notes will terminate (other than the right to receive the Fundamental Change Repurchase Price and Change of Control Repurchase Price, as applicable (and default interest specified in this Agreement on overdue amounts, if any), and, if the Fundamental Change Repurchase Date or Change of Control Repurchase Date, as applicable, falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest payment).

(c) Upon surrender of a Physical Note that is to be repurchased in part pursuant to Section 15.02, the Company shall execute and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Note surrendered.

Section 15.06 Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer pursuant to a Fundamental Change Repurchase Notice or Change of Control Repurchase Notice, as applicable, the Company will, if required:

(a) comply with any tender offer rules under the Exchange Act that may then be applicable, including, without limitation, Rule 13e-4 and Rule 14e-1, if applicable;

84

(b) file a Schedule TO or any other required schedule under the Exchange Act; and

(c) otherwise comply with all federal and state securities laws in connection with any offer by the Company to repurchase the Notes;

in each case, so as to permit the rights and obligations under this Article 15 to be exercised in the time and in the manner specified in this Article 15; provided that to the extent that the provisions of any securities laws or regulations conflict with the provisions of this Agreement relating to the Company’s obligations to purchase the Notes upon a Fundamental Change or upon a Change of Control, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under such provisions of this Agreement by virtue of such conflict.

Section 15.07 Repurchase Procedures. (a) Repurchases of Notes under Section 15.02 or Section 15.03, as applicable, shall be made, at the option of the Holder thereof, upon:

(i) delivery to the Paying Agent by a Holder, (x) with respect to any Fundamental Change, on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Expiration Time”), of a duly completed notice substantially in the form of the Form of Fundamental Change Repurchase Notice (the “Fundamental Change Repurchase Notice”) or (y) with respect to any Change of Control, no later than the date that is at least three (3) calendar days prior to the expected effectiveness of such Change of Control (the “Change of Control Repurchase Expiration Time”), of a duly complete notice substantially in the form of the Form of Change of Control Repurchase Notice (the “Change of Control Repurchase Notice”), as applicable; and

(ii) delivery of the Notes, with respect to a repurchase pursuant to Section 15.02, prior to the Fundamental Change Repurchase Expiration Time or, with respect to a repurchase pursuant to Section 15.03, prior to the Change of Control Repurchase Expiration Time, as applicable, by physical delivery to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice or the Change of Control Repurchase Notice, as the case may be (together with all necessary endorsements for transfer) to the Paying Agent, such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price or the Change of Control Repurchase Price, as applicable, therefor.

(b) The Fundamental Change Repurchase Notice or Change of Control Repurchase Notice, as applicable in respect of any Notes to be repurchased shall state:

(i) the certificate numbers of the Notes to be delivered for repurchase;

(ii) the portion of the principal amount of Notes to be repurchased, which must be $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple in excess thereof; and

85

(iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Agreement;

Notwithstanding anything herein to the contrary, any Holder electing to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof, as contemplated by this Article 15, shall have the right to withdraw, in whole or in part, such notice at any time prior to, with respect to a repurchase pursuant to Section 15.02, the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Expiration Time or, with respect to a purchase pursuant to Section 15.03, the close of business on the Business Day immediately preceding the Change of Control Repurchase Expiration Time, by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04 hereof.

The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice, Change of Control Repurchase Notice or notice of withdrawal thereof.

Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change or Change of Control, as applicable, if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price or Change of Control Repurchase Price, as the case may be, with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price or Change of Control Repurchase Price, as the case may be, with respect to such Notes), and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice or Change of Control Repurchase Price with respect thereto shall be deemed to have been withdrawn.

ARTICLE 16

GUARANTEE

Section 16.01 Note Guarantee. Subject to the limitations set forth in Section 16.05, the Guarantors hereby, jointly and severally unconditionally and irrevocably Guarantee, as primary obligor and not merely as surety, to each Holder and their respective successors and assigns, irrespective of the validity and enforceability of this Agreement, the Notes or the Obligations of the Company hereunder or thereunder, that: (a) the principal of and premium, if any, and interest, if any, on the Notes (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceedings), shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, required purchase, redemption or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if any, if lawful, and all other obligations of the Company to the Holders hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration,

86

required purchase, redemption or repurchase or otherwise (the “Note Guarantee”). Failing payment when due, subject to any applicable grace period, of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, legality, regularity or enforceability of the Notes or this Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, if any, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantors hereby waive, to the fullest extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Note Guarantee shall not be discharged except by payment in full or conversion in full of the Notes in accordance with this Agreement. If any Holder is required by any court or otherwise to return to the Company or any of the Guarantors, or any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Note Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Note Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impact the rights of the Holders under the Note Guarantees.

Section 16.02 Execution and Delivery of Note Guarantee. Each Guarantor hereby agrees that its execution and delivery of any supplemental agreement substantially in the form of Exhibit C attached hereto shall evidence its Note Guarantee set forth in Section 16.01 without the need for notation on the Notes.

Section 16.03 Guarantors may Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 16.04, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 16.04) may sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its assets, in one transaction or any series of transactions to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless:

(a)

(i) the resulting, surviving or transferee Person is the Guarantor; or

87

(ii) if not the Guarantor, such resulting, surviving or transferee Person (the “Successor Guarantor”) shall be a corporation, limited liability company or other entity organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or any Designated Country;

(b) in any such transaction where the Guarantor is not the resulting, surviving or transferee Person, the Successor Guarantor unconditionally assumes all of the Guarantor’s obligations under its Note Guarantee and this Agreement pursuant to a supplemental agreement in a form reasonably satisfactory to the Representative;

(c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Agreement; and

(d) in any transaction where the Guarantor is not the surviving or transferee Person, the Guarantor shall have delivered to the Representative an Officer’s Certificate and Opinion of Counsel, each stating that the consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition and such supplemental agreement complies with this Agreement and all conditions precedent provided for in this Agreement relating to such transaction have been complied with.

For purposes of this Section 16.03, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Guarantor to another Person that is not the Guarantor or a Subsidiary of the Guarantor, which properties and assets, if held by the Guarantor instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Guarantor and its Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease by the Guarantor of all or substantially all of its consolidated properties and assets to another Person.

In case of any such consolidation, merger, sale or conveyance and, if required by this Agreement, upon the assumption by the Successor Guarantor, by supplemental agreement, executed and delivered to the Representative and satisfactory in form to the Representative, of the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Agreement to be performed by the Guarantor, such Successor Guarantor will succeed to and, except in the case of a lease of all or substantially all of the consolidated properties or assets of the Guarantor and its Subsidiaries, taken as a whole, shall be substituted for the Guarantor, with the same effect as if it had been named herein as the Guarantor, and the Guarantor (except in the case of a lease of all or substantially all of the consolidated properties or assets of the Guarantor and its Subsidiaries, taken as a whole) shall be discharged from the obligations of the Guarantor under the Notes and this Agreement. The Note Guarantee so evidenced will in all respects have the same legal rank and benefit under this Agreement as the Note Guarantee theretofore executed in accordance with the terms of this Agreement as though such Note Guarantee had been executed at the Issue Date.

Section 16.04 Release of Note Guarantees. In the event of:

(a) the satisfaction and discharge of this Agreement in accordance with Article 3;

88

(b) the liquidation or dissolution of any Guarantor; or

(c) a consolidation, merger, sale or conveyance covered by the first paragraph of Section 16.03 where the Guarantor is not the resulting, surviving or transferee Person,

such Guarantor shall be automatically and unconditionally released and relieved of any obligations under its Note Guarantee and the Agreement Documents. Upon delivery by the Company to the Representative of an Officer’s Certificate and an Opinion of Counsel to the effect that such satisfaction and discharge or liquidation or dissolution (in each case, to the extent applicable) permitted by this Agreement has occurred, the Representative shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Note Guarantee and the Agreement Documents.

Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest, if any, on the Notes and for the other obligations of any Guarantor under the Agreement Documents as provided in this Article 16.

Section 16.05 Limitation on Guarantor Liability. For purposes hereof, the Guarantor’s liability shall be that amount from time to time equal to the aggregate liability of the Guarantor under its Note Guarantee, but shall be limited to the lesser of (a) the aggregate amount of the Obligations of the Company under the Agreement Documents and (b) the amount, if any, which would not have (A) rendered the Guarantor “insolvent” (as such term is defined in the federal Bankruptcy Law and in the Debtor and Creditor Law of the State of New York), (B) left it with unreasonably small capital at the time its Note Guarantee was entered into, or at the time the Guarantor incurred liability thereunder, after giving effect to the incurrence of existing Indebtedness immediately prior to such time or (C) left the Guarantor with debts beyond the Guarantor’s ability to pay as such debts mature; provided that, it shall be a presumption in any lawsuit or other proceeding in which the Guarantor is a party that the amount Guaranteed pursuant to its Note Guarantee is the amount set forth in subsection (a) above unless any creditor, or representative of creditors of the Guarantor, or debtor in possession or trustee in bankruptcy of the Guarantor, otherwise proves in such a lawsuit or other proceeding that the aggregate liability of the Guarantor is limited to the amount set forth in subsection (b) above.

Section 16.06 “Representative” to Include Paying Agent. In case at any time any Paying Agent other than the Company shall have been appointed by the Company and be then acting hereunder, the term “Representative” as used in this Article 16 shall in such case (unless the context shall otherwise require) be construed as extending to and including such Paying Agent within its meaning as fully and for all intents and purposes as if such Paying Agent were named in this Article 16 in place of the Company.

89

ARTICLE 17

[RESERVED]

ARTICLE 18

MISCELLANEOUS PROVISIONS

Section 18.01 Provisions Binding on Company’s and Guarantor’s Successors. Except as otherwise set forth herein, all the covenants, stipulations, promises and agreements of the Company and any Guarantor contained in this Agreement shall bind its respective successors and assigns whether so expressed or not.

Section 18.02 Official Acts by Successor Company. Any act or proceeding by any provision of this Agreement authorized or required to be done or performed by any board, committee or Officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation or other entity that shall at the time be the lawful sole successor of the Company.

Section 18.03 Addresses for Notices, Etc. Any notice, request or demand that by any provision of this Agreement is required or permitted to be given or served by the Representative or by the Holders on the Company or the Guarantors, if any, shall be deemed to have been sufficiently given or made, for all purposes upon actual receipt if given or served by registered or certified mail or reputable overnight courier, postage prepaid, addressed (until another address is filed by the Company with the Representative) to Apex Clearing Holdings LLC, 141 W. Jackson Blvd., Suite 500, Chicago, IL 60604; Attention: Legal Department, or sent electronically in .pdf format to the Company at legal@peak6.com. Any notice, direction, request or demand hereunder to or upon the Representative shall be deemed to have been sufficiently given or made, for all purposes, upon actual receipt if given or served by registered or certified mail or reputable overnight courier, postage prepaid, addressed (until another address is filed by the Representative with the Company) to Magnetar Financial LLC, 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201, or sent electronically in .pdf format to the Representative at fisecuritynotices@magnetar.com.

The Representative, by notice to the Company, may designate additional or different addresses for subsequent notices or communications.

Any notice or communication delivered or to be delivered to a Holder of Physical Notes shall be mailed to it by first class mail, postage prepaid, at its address as it appears on the Note Register and shall be sufficiently given to it if so sent within the time prescribed.

Failure to mail or deliver a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is sent or delivered, as the case may be, in the manner provided above, it is duly given, whether or not the addressee receives it.

If by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give notice as provided above, then such notification as shall be made with the approval of the Representative shall constitute a sufficient notification for every purpose hereunder. If it is impossible or, in the opinion of the Representative, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be made with the approval of the Representative shall constitute a sufficient publication of such notice.

90

Section 18.04 Governing Law; Jurisdiction. THIS AGREEMENT AND EACH NOTE AND NOTE GUARANTEE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT AND EACH NOTE AND NOTE GUARANTEE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Each of the Company and the Guarantors, if any, irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Representative, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Notes or the Note Guarantees may be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes and Note Guarantees have been paid in full, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues.

Each of the Company and the Guarantors, if any, irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 18.05 Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to the Representative. Upon any application by the Company or the Guarantors, if any, to the Representative to take any action under any of the provisions of this Agreement, the Company or the Guarantor, as applicable, shall furnish to the Representative, as the case may be, an Officer’s Certificate and Opinion of Counsel stating that the conditions precedent and covenants, if any, provided for in this Agreement relating to such action have been satisfied.

Each Officer’s Certificate or Opinion of Counsel, provided for, by or on behalf of the Company or the Guarantor in this Agreement and delivered to the Representative with respect to compliance with this Agreement (other than the Officer’s Certificates provided for in Section 4.08) shall include (i) a statement that the person signing such certificate or opinion has read such covenant or condition precedent and is familiar with the requested action and this Agreement; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate or opinion is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not the covenants and conditions precedent to such action have been satisfied; and (iv) a statement as to whether or not, in the opinion of such person, such covenants and conditions precedent have been satisfied.

91

Notwithstanding anything to the contrary in this Section 18.05, if any provision in this Agreement specifically provides that the Representative shall or may receive an Opinion of Counsel in connection with any action to be taken by the Representative, or the Company or the Guarantor hereunder, the Representative shall be entitled to such Opinion of Counsel.

Section 18.06 Legal Holidays. In any case where any Interest Payment Date, Change of Control Redemption Date, Fundamental Change Repurchase Date, Change of Control Repurchase Date or Maturity Date is not a Business Day, then any action to be taken on such date need not be taken on such date, but may be taken on the next succeeding Business Day with the same force and effect as if taken on such date, and no interest shall accrue or be paid in respect of the delay.

Section 18.07 [Reserved].

Section 18.08 Benefits of Agreement. Nothing in this Agreement, the Notes or the Note Guarantee, if any, expressed or implied, shall give to any Person, other than the Holders, the parties hereto, any Paying Agent, any Conversion Agent, any Note Registrar and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Agreement, any Note or the Note Guarantee.

Section 18.09 Table of Contents, Headings, Etc. The table of contents and the titles and headings of the articles and sections of this Agreement have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 18.10 [Intentionally Omitted]

Section 18.11 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 18.12 Severability; Conflict. In the event any provision of this Agreement or in the Notes shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired. Notwithstanding anything to the contrary in any Agreement Document, in the event of any conflict between any provision set forth in any Agreement Document, on one hand, and this Agreement, on the other hand, that may affect any rights, privileges, protections and indemnities in favor of any Holder, such provision set forth in this Agreement shall prevail.

92

Section 18.13 Waiver of Jury Trial. EACH OF THE COMPANY, THE GUARANTORS, IF ANY, AND THE REPRESENTATIVE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 18.14 [Intentionally Omitted]

Section 18.15 Calculations. Except as otherwise provided herein, the Company shall be responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determinations of the Daily VWAP, stock price, Last Reported Sale Prices of the Common Stock, the Transaction Price, accrued interest payable or the applicable interest rate (including the Default Rate, if applicable), on the Notes, determination of whether interest shall be payable as PIK Interest, Partial PIK Interest or Cash Interest, Defaulted Amounts, and the Conversion Rate (including the Change of Control Conversion Rate) of the Notes. The Company shall make all these calculations in good faith and, absent manifest error, its calculations shall be final and binding on Holders of Notes. The Company shall also provide a schedule of its calculations, including reasonable supporting detail, to any Holder upon the written request of that Holder.

Section 18.16 [Intentionally Omitted].

Section 18.17 Electronic Signatures. The parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limiting the foregoing, the parties agree that any electronically signed document (including this Agreement) shall be deemed (i) to be “written” or “in writing”, (ii) to have been signed, and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or “printouts”, if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule.

[Remainder of page intentionally left blank]

93

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

APEX CLEARING HOLDINGS LLC
By:	/s/ Jay Coppoletta
	Name: Jay Coppoletta
	Title: Member, Board of Managers

[Signature Page to the Agreement]

Magnetar Financial LLC, as Representative
By:	/s/ Karl Wachter
	Name: Karl Wachter
	Title: General Counsel

[Signature Page to the Agreement]

SCHEDULE I

Initial Holders

1. Magnetar Constellation Master Fund, Ltd

2. Magnetar Constellation Fund II, Ltd

3. Magnetar Structured Credit Fund, LP

4. Magnetar Xing He Master Fund Ltd

5. Magnetar SC Fund Ltd

6. Magnetar Longhorn Fund LP

7. Purpose Alternative Credit Fund - F LLC

8. Purpose Alternative Credit Fund - T LLC

9. Magnetar Lake Credit Fund LLC

[Signature Page to the Agreement]

EXHIBIT A

[FORM OF FACE OF NOTE]

[INCLUDE FOLLOWING LEGEND IF A RESTRICTED SECURITY]

[THE SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS NOTE MAY NOT BE OFFERED, PLEDGED, RESOLD OR OTHERWISE TRANSFERRED, EXCEPT:

(A) TO APEX CLEARING HOLDINGS LLC (THE “COMPANY”) OR ANY SUBSIDIARY THEREOF;

(B) PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER;

(C) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE (1) A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (2) AN ACCREDITED INSTITUTIONAL INVESTOR, WITHIN THE MEANING OF CLAUSES (1), (2), (3), (7), (8), (9) AND (12) OF RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT; OR

(D) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT),

IN EACH CASE, SUBJECT TO COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.

THE “RESALE RESTRICTION TERMINATION DATE” MEANS THE LATER OF (1) THE DATE THAT IS ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THE NOTES, (2) THE EXPIRATION OF ANY APPLICABLE HOLDING PERIOD WITH RESPECT TO THE NOTES PURSUANT TO RULE 144 OR ANY SUCCESSOR PROVISION THERETO, AND (3) THE DATE ON WHICH THE NOTES CONSTITUTE “COVERED SECURITIES” UNDER CLAUSE (1), (2) OR (3) OF THE DEFINITION OF “COVERED SECURITIES” UNDER SECTION 18 OF THE SECURITIES ACT.

WITH RESPECT TO ANY TRANSFER PURSUANT TO THE FOREGOING CLAUSE (C)(2) AND CLAUSE (D), THE COMPANY AND THE NOTE REGISTRAR SHALL BE ENTITLED TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE AND ON FORMS REASONABLY APPROVED BY THE COMPANY, INCLUDING A

A-1

CUSTOMARY RELEASE FROM THE TRANSFEROR AND A NON-DISCLOSURE AGREEMENT, AND MAY RELY UPON FOR THE COMPANY TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.]

THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, SUCH SHARES MAY BE “RESTRICTED SECURITIES” THAT MAY NOT BE OFFERED, PLEDGED, RESOLD OR OTHERWISE TRANSFERRED EXCEPT TO THE ISSUER OF SUCH SECURITIES (OR ANY SUBSIDIARY THEREOF), PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

A-2

Apex Clearing Holdings LLC

Convertible Senior Note due 2023

[PIK]¹

No. [_____] $[_________]

Apex Clearing Holdings LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (the “Company,” which term includes any successor corporation or other entity under the Agreement referred to on the reverse hereof), for value received, hereby promises to pay to [_______], or registered assigns, on the Maturity Date, the principal sum of $[_______] and interest thereon as set forth below.

This Note shall bear interest at the rate (the “Interest Rate”) of 5.00% per year from February 19, 2021, or from the most recent date to which interest had been paid or provided for to, but excluding, the next scheduled Interest Payment Date until the Maturity Date.

Interest is payable semi-annually in arrears on each February 1 and August 1, commencing on August 1, 2021, to Holders of record at the close of business on the preceding January 15 and July 15 (whether or not such record date is a Business Day), respectively. Accrued interest on the Notes shall be computed on the basis of a 360- day year composed of twelve 30-day months or, in the case of a partial month, the actual number of days elapsed over a 30-day month, and shall be compounded semi-annually.

Notwithstanding anything to the contrary herein, the payment of accrued interest shall be made solely in cash (A) in connection with any redemption of Notes as described under Section 13.01 or Section 13.02 of the Agreement, (1) with respect to all Notes, if the related Change of Control Redemption Date is after a Regular Record Date and on or prior to the Scheduled Trading Day immediately following the date on which the corresponding interest payment is made or (2) solely with respect to the Notes to be redeemed, if the Change of Control Redemption Date is on any other date, (B) in connection with any repurchase of Notes as described under Section 15.02 or Section 15.03 of the Agreement, (1) with respect to all Notes, if the related Fundamental Change Repurchase Date or Change of Control Repurchase Date, as applicable, is after a Regular Record Date and on or prior to the Scheduled Trading Day immediately following the date on which the corresponding interest payment is made or (2) solely with respect to the Notes to be repurchased, if the related Fundamental Change Repurchase Date or Change of Control Repurchase Date, as applicable, is on any other date, (C) with respect to all Notes, if any Notes are surrendered for conversion after the close of business on a Regular Record Date for the payment of interest and on or prior to the related Interest Payment Date, and (D) on the final Interest Payment Date.

Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. All PIK Notes issued pursuant to a PIK Payment will be governed by, and subject to the terms, provisions and conditions of, the Agreement and shall have the same rights and benefits as the Notes issued on the Issue Date.

¹ For insertion on certificated PIK Notes.

A-3

Any Defaulted Amounts shall accrue interest per annum at the rate borne by the Notes, subject to the enforceability thereof under applicable law, from, and including, the relevant payment date to, but excluding, the date on which such Defaulted Amounts shall have been paid by the Company, at its election, in accordance with Section 2.03(e) of the Agreement.

The Company shall pay the principal of and interest (other than PIK Interest or Partial PIK Interest) on this Note in immediately available funds to a Holder’s account within the United States as specified in writing by such Holder to the Company. As provided in and subject to the provisions of the Agreement, the Company shall pay the principal of any Notes at the office or agency designated by the Company for that purpose. The Company has initially designated itself as its Paying Agent and Note Registrar in respect of the Notes and its agency in the continental United States of America as a place where Notes may be presented for payment or for registration of transfer and exchange.

At all times, PIK Interest and Partial PIK Interest on the Notes will be payable by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest or Partial PIK Interest, as applicable, for the applicable Interest Period (rounded to the nearest whole dollar, with amounts of $0.50 or more being rounded up) to the Holders on the relevant Regular Record Date, as shown in the register of the Note Registrar.

Reference is made to the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions giving the Holder of this Note the right to convert this Note into shares of Common Stock on the terms and subject to the limitations set forth in the Agreement. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Note, and any claim, controversy or dispute arising under or related to this Note, shall be construed in accordance with and governed by the laws of the State of New York.

In the case of any conflict between this Note and the Agreement, the provisions of the Agreement shall control and govern.

[Remainder of page intentionally left blank]

A-4

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

APEX CLEARING HOLDINGS LLC
By:
	Name:
	Title:

A-5

[FORM OF REVERSE OF NOTE]

Apex Clearing Holdings LLC

Convertible Senior Note due 2023

This Note is one of a duly authorized issue of Notes of the Company, designated as its “Convertible Senior Notes due 2023” (the “Notes”), issued or to be issued under and pursuant to a Note Issuance Agreement dated as of February 19, 2021 (the “Agreement”), between the Company and Magnetar Financial LLC, as representative of the Holders (in such capacity, the “Representative”), to which Agreement and all agreements supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Representative, the Company and the Holders of the Notes. Additional Notes may be issued subject to certain conditions specified in the Agreement. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Agreement.

In case certain Events of Default shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either the Representative or Holders of at least 25% in aggregate principal amount of Notes then outstanding determined in accordance with Section 8.01 and Section 8.02 of the Agreement, and upon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Agreement.

Subject to the terms and conditions of the Agreement, the Company will make all payments and deliveries in respect of the Change of Control Redemption Price on the Change of Control Redemption Date, Fundamental Change Repurchase Price or Change of Control Repurchase Price on the Fundamental Change Repurchase Date or the Change of Control Repurchase Date, as applicable, and the principal amount on the Maturity Date, as the case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts.

The Agreement contains provisions permitting the Company, in certain circumstances, without the consent of the Holders of the Notes (but with prior notice to and consultation with the Representative), and in certain other circumstances, with the consent of the Holders of not less than 25% in principal amount of the Notes at the time outstanding determined in accordance with Section 8.01 and Section 8.02 of the Agreement or not less than the Minimum Principal Amount of the Notes at the time outstanding, evidenced as in the Agreement provided, to execute a supplemental agreement modifying the terms of the Agreement and the Notes as described therein. It is also provided in the Agreement that, subject to certain exceptions, the Holders of at least 25% in principal amount of the Notes at the time outstanding determined in accordance with Section 8.01 and Section 8.02 of the Agreement may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Agreement and its consequences.

No reference herein to the Agreement and no provision of this Note or of the Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay or deliver, as the case may be, the principal of, accrued and unpaid interest on, and the consideration due upon conversion of, this Note at the place, at the respective times, at the rate and in the lawful money or shares of Common Stock, as the case may be, herein prescribed.

A-6

The Notes are issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples in excess thereof; provided that after a PIK Payment, the Notes shall be in minimum denominations of $1.00 and any integral multiple of $ 1.00 in excess thereof. At the office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Agreement, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations, without payment of any service charge but, if required by the Company, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange of Notes being different from the name of the Holder of the old Notes surrendered for such exchange.

The Notes are not subject to any sinking fund.

On or after a Qualified Public Company Event, and upon the occurrence of a Fundamental Change, the Holder has the right, at such Holder’s option and subject to the provisions of the Agreement, to require the Company to repurchase for cash all of such Holder’s Notes or any portion thereof (in principal amounts of $ 1,000 (or, if a PIK Payment has been made, in principal amounts of $1.00) or integral multiples in excess thereof) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price.

If a Change of Control (other than the SPAC Transaction) occurs, the Holder has the right, at such Holder’s option and subject to the provisions of the Agreement, to require the Company to repurchase for cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 (or, if a PIK Payment has been made, in principal amounts of $1.00) or integral multiples thereof) on the Change of Control Repurchase Date at a price equal to the Change of Control Repurchase Price or on the Change of Control Redemption Date at a price equal to the Change of Control Redemption Price, as applicable.

The Notes are convertible into Common Stock in accordance with the terms of the Agreement.

The payment of the principal of, premium, if any, and interest, if any, on the Notes, is unconditionally guaranteed, jointly and severally, by the Guarantors, if any, to the extent set forth in and subject to the provisions of the Agreement.

A-7

ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM = as tenants in common

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act

CUST = Custodian

TEN ENT = as tenants by the entireties

JT TEN = joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

A-8

SCHEDULE B

SCHEDULE OF INDEBTEDNESS OF THE COMPANY EXISTING ON THE ISSUE

DATE

1. Second Amended and Restated Credit Agreement, dated February 19, 2021, between the Company, as borrower, and PEAK6 Investments LLC, as lender.

2. Credit Agreement between the Company, as borrower, and PEAK6 Group LLC, as lender, dated January 28, 2021, as amended by that Amendment No. 1 to Credit Agreement, dated February 2, 2021, and as further amended by that Amendment No. 2 to Credit Agreement, dated February 19, 2021.

3. Credit Agreement between the Company, as borrower, and PEAK6 Investments LLC, as lender, dated January 28, 2021, as amended by that Amendment No. 1 to Credit Agreement, dated February 19, 2021.

4. Second Amended and Restated Senior Promissory Note (No. Series 1-A), dated February 19, 2021, of the Company, as borrower, in favor of PEAK6 Investments LLC, as lender.

A-9

ATTACHMENT 1

[FORM OF NOTICE OF CONVERSION]

Apex Clearing Holdings LLC

Convertible Senior Notes due 2023

To: Apex Clearing Holdings LLC, as issuer of the above-referenced Notes

[____________]

Magnetar Financial LLC, as Representative of the Holders

[____________]

The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount (or if a PIK Payment has been made, $1.00 principal amount) or an integral multiple in excess thereof) below designated pursuant to:

Section 14.02,

in accordance with the terms of the Agreement referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 14.03(d) and Section 14.03(e) of the Agreement. Any amount required to be paid to the undersigned on account of interest accompanies this Note.

The undersigned Holder represents and warrants that the Notes delivered for conversion represents:

[__] At least the Minimum Conversion Amount; or

[__] If less than the Minimum Conversion Amount, all of the Notes held at such time by such Holder.

Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Agreement.

Dated:
	Signature(s)

A-10

Signature Guarantee

Signature(s) must be guaranteed by an eligible Guarantor Institution

(banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder.

Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder:

(Name)

(Street Address)

(City, State and Zip Code)

Please print name and address

Principal amount to be converted (if less than all):

$______,000

NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

Social Security or Other Taxpayer

Identification Number

A-11

ATTACHMENT 2

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]

Apex Clearing Holdings LLC

Convertible Senior Notes due 2023

To: Apex Clearing Holdings LLC, as issuer of the above-referenced Notes

[____________]

Magnetar Financial LLC, as Representative of the Holders

[____________]

The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Apex Clearing Holdings LLC (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Agreement referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount (or if a PIK Payment has been made, $1.00 principal amount) or an integral multiple in excess thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the Scheduled Trading Day immediately following the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Agreement.

The certificate numbers of the Notes to be repurchased are as set forth below:

Dated:

Signature(s)

Social Security or Other Taxpayer

Identification Number

Principal amount to be repaid (if less than all):

$______,000

NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

A-12

ATTACHMENT 3

[FORM OF CHANGE OF CONTROL REPURCHASE NOTICE]

Apex Clearing Holdings LLC

Convertible Senior Notes due 2023

To: Apex Clearing Holdings LLC, as issuer of the above-referenced Notes

[____________]

Magnetar Financial LLC, as Representative of the Holders

[____________]

The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Apex Clearing Holdings LLC (the “Company”) as to the occurrence of a Change of Control with respect to the Company and specifying the Change of Control Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.023 of the Agreement referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount (or if a PIK Payment has been made, $1.00 principal amount) or an integral multiple in excess thereof) below designated, and (2) if such Change of Control Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the Scheduled Trading Day immediately following the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Change of Control Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Agreement.

The certificate numbers of the Notes to be repurchased are as set forth below:

Dated:

Signature(s)

Social Security or Other Taxpayer

Identification Number

Principal amount to be repaid (if less than all):

$______,000

NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

A-13

ATTACHMENT 4

[FORM OF ASSIGNMENT AND TRANSFER]

Apex Clearing Holdings LLC

Convertible Senior Notes due 2023

For value received, ____________________________ hereby sell(s), assign(s) and transfer(s) unto _________________ (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints _____________________ as attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.

In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Agreement governing such Note, the undersigned confirms that such Note is being transferred:

• To Apex Clearing Holdings LLC or a Subsidiary thereof; or

• Pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of such transfer; or

• To a person that (A) the undersigned reasonably believes to be a qualified institutional buyer in compliance with Rule 144A under the Securities Act of 1933, as amended, or (B) is an accredited investor, within the meaning of clauses (1), (2), (3), (7), (8), (9) and (12) of Rule 501(A) of Regulation D under the Securities Act; or

• Pursuant to any other available exemption from the registration requirements of the Securities Act of 1933, as amended (including, if available, the exemption provided by Rule 144 under the Securities Act of 1933, as amended).

A-14

Dated:

Signature(s)

Signature Guarantee

Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Notes are to be delivered, other than to and in the name of the registered holder.

NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

A-15

EXHIBIT B

Specified Subordination Terms

“Convertible Debt” to which the Subordinated Indebtedness is junior will include the (i) principal amount of all notes and additional notes (the “Convertible Notes”) under the Notes Issuance Agreement, dated February 19, 2021 (the “Agreement”) and (ii) interest (including capitalized interest), fees, premium, indemnities, enforcement costs, etc. with respect to the obligations related to the Convertible Notes .

1. Maturity : The Subordinated Indebtedness will have a maturity date at least 181 days after the final stated maturity of the Convertible Notes.

2. Mandatory Prepayments: The Subordinated Indebtedness will not have any scheduled prepayments (including amortization) or mandatory prepayments other than regularly scheduled interest.

3. Financial Covenants: The Subordinated Indebtedness shall not have any financial covenants.

4. Baskets in Operating Covenants and Events of Default: The Subordinated Indebtedness baskets and events of default will have a 20% cushion from those set forth under the Agreement.

5. Blockage Periods: No cash payments of principal, interest, fees, interest or indemnities on or in respect of the Subordinated Indebtedness may be made so long as there is an Event of Default (as defined in the Agreement). For clarify, accrual of PIK Interest is permitted.

6. Amendments: The Subordinated Indebtedness may not be amended without consent of the Holders of the Minimum Principal Amount under the Convertible Notes to:

a. Increase the cash pay portion of the interest rate borne by the Subordinated Indebtedness,

b. Shorten the maturity or other payment requirements or otherwise alter any redemption, prepayment or subordination provisions of the Subordinated Indebtedness, or

c. Cause to be more onerous or add any covenant or event of default in a manner that would make such provisions more onerous or restrictive to the borrower thereunder unless the Agreement is being similarly amended.

7. Debtor-in-Possession Financing: The Subordinated Indebtedness will be subordinated to any debtor-in-possession financing approved by the Holders of the Minimum Principal Amount.

B-1

8. Miscellaneous: New York governing law, submission to jurisdiction in New York, and waiver of trial by jury.

B-2

EXHIBIT C

[Form of Supplemental Agreement]

SUPPLEMENTAL AGREEMENT (this “Supplemental Agreement”), dated as of [____________], among [_______] (the “Guarantor”), a [_____] [corporation] and direct or indirect parent of Apex Clearing Holdings LLC (or its successor), a Delaware limited liability company (the “Company”), the Company, and Magnetar Financial LLC, as representative of the Holders (the “Representative”).

WITNESSETH

WHEREAS, the Company has heretofore executed and delivered to the Representative a Notes Issuance Agreement (as amended or supplemented, the “Agreement”), dated as of February 19, 2021, providing for the issuance of Convertible Senior Notes due 2023 (the “Notes”);

WHEREAS, the undersigned may execute and deliver to the Representative a supplemental agreement pursuant to which the undersigned becomes the Guarantor under the Agreement and shall unconditionally guarantee all of the Company’s obligations under the Agreement Documents pursuant to a Note Guarantee on the terms and conditions set forth herein; and

WHEREAS, Section 10.01(c) of the Agreement provides, among other things, that the Company, the Guarantors, if any, and the Representative may amend or supplement the Agreement Documents without the consent of any Holder to add the Note Guarantee with respect to the Notes.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Guarantor, the Company and the Representative mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Agreement.

2. AGREEMENT TO GUARANTEE. The Guarantor hereby agrees to guarantee the Company’s Obligations under the Notes and the Agreement Documents on the terms and subject to the conditions set forth in Article 16 of the Agreement and to be bound by all other applicable provisions of the Agreement.

3. EFFECTIVENESS. This Supplemental Agreement shall be effective upon execution by the parties hereto. Upon effectiveness of this Supplemental Agreement, the Guarantor will be the Guarantor under the Agreement.

4. RECITALS. The recitals contained herein shall be taken as the statements of the Company and the Guarantors and the Representative assumes no responsibility for their correctness. The Representative makes no representations as to the validity of this Supplemental Agreement.

C-1

5. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL AGREEMENT, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6. COUNTERPARTS. The parties hereto may sign any number of copies of this Supplemental Agreement (including by electronic transmission). Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Agreement and of signature pages by facsimile or portable document format transmission shall constitute effective execution and delivery of this Supplemental Agreement as to the parties hereto and may be used in lieu of the original Supplemental Agreement for all purposes. Signatures of the parties hereto transmitted by facsimile or portable document format shall be deemed to be their original signatures for all purposes.

7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

8. ACCEPTANCE BY THE REPRESENTATIVE: The Representative assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Company and the Guarantor and the Representative shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Supplemental Agreement and make no representation with respect thereto.

9. SEVERABILITY. In case any provision in this Supplemental Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

10. RATIFICATION OF AGREEMENT; SUPPLEMENTAL AGREEMENTS PART OF AGREEMENT. Except as expressly amended hereby, the Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Agreement shall form a part of the Agreement for all purposes, and every Holder of Notes heretofore or hereafter delivered shall be bound hereby.

(signature pages follow)

C-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Agreement to be duly executed as of the day and year first above written.

APEX CLEARING HOLDINGS LLC
By:
	Name:
	Title:
[Insert Name of Guarantor]
By:
	Name:
	Title:
MAGNETAR FINANCIAL LLC, as Representative
By:
	Name:
	Title:

C-3

EX-10.12

Exhibit 10.12

EXHIBIT A

[FORM OF FACE OF NOTE]

[INCLUDE FOLLOWING LEGEND IF A RESTRICTED SECURITY]

[THE SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS NOTE MAY NOT BE OFFERED, PLEDGED, RESOLD OR OTHERWISE TRANSFERRED, EXCEPT:

(A) TO APEX CLEARING HOLDINGS LLC (THE “COMPANY”) OR ANY SUBSIDIARY THEREOF;

(B) PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER;

(C) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE (1) A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (2) AN ACCREDITED INSTITUTIONAL INVESTOR, WITHIN THE MEANING OF CLAUSES (1), (2), (3), (7), (8), (9) AND (12) OF RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT; OR

(D) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT),

IN EACH CASE, SUBJECT TO COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.

THE “RESALE RESTRICTION TERMINATION DATE” MEANS THE LATER OF (1) THE DATE THAT IS ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THE NOTES, (2) THE EXPIRATION OF ANY APPLICABLE HOLDING PERIOD WITH RESPECT TO THE NOTES PURSUANT TO RULE 144 OR ANY SUCCESSOR PROVISION THERETO, AND (3) THE DATE ON WHICH THE NOTES CONSTITUTE “COVERED SECURITIES” UNDER CLAUSE (1), (2) OR (3) OF THE DEFINITION OF “COVERED SECURITIES” UNDER SECTION 18 OF THE SECURITIES ACT.

WITH RESPECT TO ANY TRANSFER PURSUANT TO THE FOREGOING CLAUSE (C)(2) AND CLAUSE (D), THE COMPANY AND THE NOTE REGISTRAR SHALL BE ENTITLED TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE AND ON FORMS REASONABLY APPROVED BY THE COMPANY, INCLUDING A

A-1

CUSTOMARY RELEASE FROM THE TRANSFEROR AND A NON-DISCLOSURE AGREEMENT, AND MAY RELY UPON FOR THE COMPANY TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.]

THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, SUCH SHARES MAY BE “RESTRICTED SECURITIES” THAT MAY NOT BE OFFERED, PLEDGED, RESOLD OR OTHERWISE TRANSFERRED EXCEPT TO THE ISSUER OF SUCH SECURITIES (OR ANY SUBSIDIARY THEREOF), PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

A-2

Apex Clearing Holdings LLC

Convertible Senior Note due 2023

[PIK]

No. [_____] $[_________]

Apex Clearing Holdings LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (the “Company,” which term includes any successor corporation or other entity under the Agreement referred to on the reverse hereof), for value received, hereby promises to pay to [_______], or registered assigns, on the Maturity Date, the principal sum of $[_______] and interest thereon as set forth below.

This Note shall bear interest at the rate (the “Interest Rate”) of 5.00% per year from February 19, 2021, or from the most recent date to which interest had been paid or provided for to, but excluding, the next scheduled Interest Payment Date until the Maturity Date.

Interest is payable semi-annually in arrears on each February 1 and August 1, commencing on August 1, 2021, to Holders of record at the close of business on the preceding January 15 and July 15 (whether or not such record date is a Business Day), respectively. Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months or, in the case of a partial month, the actual number of days elapsed over a 30-day month, and shall be compounded semi-annually.

Notwithstanding anything to the contrary herein, the payment of accrued interest shall be made solely in cash (A) in connection with any redemption of Notes as described under Section 13.01 or Section 13.02 of the Agreement, (1) with respect to all Notes, if the related Change of Control Redemption Date is after a Regular Record Date and on or prior to the Scheduled Trading Day immediately following the date on which the corresponding interest payment is made or (2) solely with respect to the Notes to be redeemed, if the Change of Control Redemption Date is on any other date, (B) in connection with any repurchase of Notes as described under Section 15.02 or Section 15.03 of the Agreement, (1) with respect to all Notes, if the related Fundamental Change Repurchase Date or Change of Control Repurchase Date, as applicable, is after a Regular Record Date and on or prior to the Scheduled Trading Day immediately following the date on which the corresponding interest payment is made or (2) solely with respect to the Notes to be repurchased, if the related Fundamental Change Repurchase Date or Change of Control Repurchase Date, as applicable, is on any other date, (C) with respect to all Notes, if any Notes are surrendered for conversion after the close of business on a Regular Record Date for the payment of interest and on or prior to the related Interest Payment Date, and (D) on the final Interest Payment Date.

Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. All PIK Notes issued pursuant to a PIK Payment will be governed by, and subject to the terms, provisions and conditions of, the Agreement and shall have the same rights and benefits as the Notes issued on the Issue Date.

A-3

Any Defaulted Amounts shall accrue interest per annum at the rate borne by the Notes, subject to the enforceability thereof under applicable law, from, and including, the relevant payment date to, but excluding, the date on which such Defaulted Amounts shall have been paid by the Company, at its election, in accordance with Section 2.03(e) of the Agreement.

The Company shall pay the principal of and interest (other than PIK Interest or Partial PIK Interest) on this Note in immediately available funds to a Holder’s account within the United States as specified in writing by such Holder to the Company. As provided in and subject to the provisions of the Agreement, the Company shall pay the principal of any Notes at the office or agency designated by the Company for that purpose. The Company has initially designated itself as its Paying Agent and Note Registrar in respect of the Notes and its agency in the continental United States of America as a place where Notes may be presented for payment or for registration of transfer and exchange.

At all times, PIK Interest and Partial PIK Interest on the Notes will be payable by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest or Partial PIK Interest, as applicable, for the applicable Interest Period (rounded to the nearest whole dollar, with amounts of $0.50 or more being rounded up) to the Holders on the relevant Regular Record Date, as shown in the register of the Note Registrar.

Reference is made to the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions giving the Holder of this Note the right to convert this Note into shares of Common Stock on the terms and subject to the limitations set forth in the Agreement. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Note, and any claim, controversy or dispute arising under or related to this Note, shall be construed in accordance with and governed by the laws of the State of New York.

In the case of any conflict between this Note and the Agreement, the provisions of the Agreement shall control and govern.

[Remainder of page intentionally left blank]

A-4

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

APEX CLEARING HOLDINGS LLC
By:
	Name:
	Title:

A-5

[FORM OF REVERSE OF NOTE]

Apex Clearing Holdings LLC

Convertible Senior Note due 2023

This Note is one of a duly authorized issue of Notes of the Company, designated as its “Convertible Senior Notes due 2023” (the “Notes”), issued or to be issued under and pursuant to a Note Issuance Agreement dated as of February 19, 2021 (the “Agreement”), between the Company and Magnetar Financial LLC, as representative of the Holders (in such capacity, the “Representative”), to which Agreement and all agreements supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Representative, the Company and the Holders of the Notes. Additional Notes may be issued subject to certain conditions specified in the Agreement. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Agreement.

In case certain Events of Default shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either the Representative or Holders of at least 25% in aggregate principal amount of Notes then outstanding determined in accordance with Section 8.01 and Section 8.02 of the Agreement, and upon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Agreement.

Subject to the terms and conditions of the Agreement, the Company will make all payments and deliveries in respect of the Change of Control Redemption Price on the Change of Control Redemption Date, Fundamental Change Repurchase Price or Change of Control Repurchase Price on the Fundamental Change Repurchase Date or the Change of Control Repurchase Date, as applicable, and the principal amount on the Maturity Date, as the case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts.

The Agreement contains provisions permitting the Company, in certain circumstances, without the consent of the Holders of the Notes (but with prior notice to and consultation with the Representative), and in certain other circumstances, with the consent of the Holders of not less than 25% in principal amount of the Notes at the time outstanding determined in accordance with Section 8.01 and Section 8.02 of the Agreement or not less than the Minimum Principal Amount of the Notes at the time outstanding, evidenced as in the Agreement provided, to execute a supplemental agreement modifying the terms of the Agreement and the Notes as described therein. It is also provided in the Agreement that, subject to certain exceptions, the Holders of at least 25% in principal amount of the Notes at the time outstanding determined in accordance with Section 8.01 and Section 8.02 of the Agreement may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Agreement and its consequences.

No reference herein to the Agreement and no provision of this Note or of the Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay or deliver, as the case may be, the principal of, accrued and unpaid interest on, and the consideration due upon conversion of, this Note at the place, at the respective times, at the rate and in the lawful money or shares of Common Stock, as the case may be, herein prescribed.

A-6

The Notes are issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples in excess thereof; provided that after a PIK Payment, the Notes shall be in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof. At the office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Agreement, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations, without payment of any service charge but, if required by the Company, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange of Notes being different from the name of the Holder of the old Notes surrendered for such exchange.

The Notes are not subject to any sinking fund.

On or after a Qualified Public Company Event, and upon the occurrence of a Fundamental Change, the Holder has the right, at such Holder’s option and subject to the provisions of the Agreement, to require the Company to repurchase for cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 (or, if a PIK Payment has been made, in principal amounts of $1.00) or integral multiples in excess thereof) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price.

If a Change of Control (other than the SPAC Transaction) occurs, the Holder has the right, at such Holder’s option and subject to the provisions of the Agreement, to require the Company to repurchase for cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 (or, if a PIK Payment has been made, in principal amounts of $1.00) or integral multiples thereof) on the Change of Control Repurchase Date at a price equal to the Change of Control Repurchase Price or on the Change of Control Redemption Date at a price equal to the Change of Control Redemption Price, as applicable.

The Notes are convertible into Common Stock in accordance with the terms of the Agreement.

The payment of the principal of, premium, if any, and interest, if any, on the Notes, is unconditionally guaranteed, jointly and severally, by the Guarantors, if any, to the extent set forth in and subject to the provisions of the Agreement.

A-7

ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM = as tenants in common

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act

CUST = Custodian

TEN ENT = as tenants by the entireties

JT TEN = joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

A-8

EX-10.13

Exhibit 10.13

REVOLVING CREDIT AGREEMENT

Dated November 2, 2017

by and between

APEX CLEARING CORPORATION,

as the Borrower

and

TRISTATE CAPITAL BANK,

as the Lender

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS		1
1.1	Defined Terms		1
1.2	Other Definitional Provisions		7
ARTICLE II	THE LOAN		8
2.1	The Loan		8
2.2	Repayment		8
2.3	Interest Rate		9
2.4	Unused Commitment Fee		9
ARTICLE III	GENERAL PROVISIONS CONCERNING THE LOAN		9
3.1	Use of Proceeds		9
3.2	[Reserved]		9
3.3	Post-Maturity Interest and Late Fees		9
3.4	Computation of Interest and Fees; Determinations by Lender		10
3.5	Payments		10
3.6	Payment on Non-Business Days		10
3.7	Inability to Determine Rate; Ineffective Rate		11
3.8	Increased Cost and Reduced Return; Capital Adequacy		11
ARTICLE IV	REPRESENTATIONS AND WARRANTIES		11
4.1	Organization		11
4.2	Authorization		12
4.3	No Conflict		12
4.4	Governmental Approval		12
4.5	Validity		12
4.6	Financial Matters		12
4.7	Ownership		12
4.8	Partnerships		12
4.9	Insurance		12
4.10	Litigation		13
4.11	Employee Benefit Plans		13
4.12	Payment of Taxes		13

i

4.13	Governmental Regulation	13
4.14	Governmental Approvals, Intellectual Property etc.	13
4.15	Labor Disputes and Casualties	13
4.16	Compliance	13
4.17	Name and Organization	13
4.18	Solvency	14
4.19	Disclosure	14
ARTICLE V	CONDITIONS OF LENDING	14
5.1	Conditions Precedent to Making the Loan	14
ARTICLE VI	COVENANTS	15
6.1	Financial Information	15
6.2	Notices and Information	17
6.3	Corporate Existence, Etc.	17
6.4	Payment of Obligations	17
6.5	Maintenance of Properties	18
6.6	Insurance	18
6.7	Compliance with Laws, Etc.	18
6.8	Books and Records	18
6.9	Furnishing Notices	18
6.10	Maintenance of Licenses, Permits, Etc.	18
6.11	Loss of Note or other Loan Documents	19
ARTICLE VII	NEGATIVE COVENANTS	19
7.1	Financial Covenants	19
7.2	Liens, Etc.	19
7.3	Debt	19
7.4	Equity Payments, Etc.	19
7.5	Fundamental Changes	19
7.6	Loans, Investments, Contingent Liabilities	19
7.7	Asset Sales	20
7.8	Transactions with Affiliates	20
7.9	Conduct of Business	20
7.10	Fiscal Year	20

ii

7.11	Security Matters	20
7.12	Limitation on Other Restrictions on Liens	20
7.13	Limitation on Other Restrictions on Amendment of the Loan Documents	20
7.14	Limitation on Payments and Modification of Certain Indebtedness	20
ARTICLE VIII	EVENTS OF DEFAULT	21
8.1	Events of Default	21
8.2	Application of Funds	22
ARTICLE IX	MISCELLANEOUS	23
9.1	Amendments, Etc.	23
9.2	No Implied Waiver; Remedies Cumulative	23
9.3	Notices	23
9.4	Expenses	23
9.5	Indemnity	23
9.6	Assignments and Participations	24
9.7	Entire Agreement	24
9.8	Survival	24
9.9	Counterparts	24
9.10	Severability	24
9.11	Headings	24
9.12	Setoff	24
9.13	Limitation on Payments	25
9.14	Disclosure of Information to Affiliates	25
9.15	Binding Effect	25
9.16	Governing Law	25
9.17	Waiver of Jury Trial	26
9.18	Consent to Jurisdiction; Venue	26
9.19	Customer Identification – USA Patriot Act Notice; OFAC	26
9.20	Limitation of Liability	27
9.21	Construction	27
9.22	Status of Parties	27
ARTICLE X	TERMINATION	27

iii

EXHIBITS

Exhibit A	Form of Compliance Certificate
Exhibit B	Form of Certificate of No Default
Exhibit C	Form of Advance Request

SCHEDULES

Schedule 4.7	Equity Interests
Schedule 4.10	Litigation
Schedule 4.17	Name and Organization

iv

REVOLVING CREDIT AGREEMENT

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:

ARTICLE I

DEFINITIONS

1.1 Defined Terms.

(a) In addition to terms defined elsewhere in this Agreement, as used in this Agreement, the following terms have the following meanings:

“Advance” or “Advances”: One or multiple, as the context may require, advances of proceeds under the Loan.

“Affiliate”: As applied to any Person (the “Specified Person”), any other Person directly controlling, controlled by, or under direct common control with, the Specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Specified Person, whether through the ownership of voting securities or by contract or otherwise.

“Agreement”: This Credit Agreement, as amended, supplemented or modified from time to time.

“Applicable Margin”: 0.25% with respect to Base Rate Loans, and 3.25% with respect to LIBOR Monthly Rate Loans.

“Base Rate”: At any time, the greater of (a) the Prime Rate, or (b) the Federal Funds Effective Rate plus one percent (1.0%).

“Base Rate Loan”: Any portion of the Loan while bearing interest at a rate based upon the Base Rate.

“Business Day”: A day in which the New York Stock Exchange is open for business other than a Saturday, Sunday or a day on which commercial banks in Pittsburgh, Pennsylvania are authorized or required by Law to close.

“Capital Lease”: As applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or is required to be accounted for as a capital lease on the balance sheet of that Person.

“Change in Control”: Any one or more of the following:

(a) Apex Clearing Holdings, LLC (“Holdings”) ceases to be a member of the Borrower owning 75% or more of the Borrower;

(b) PEAK6 Investments, L.P. (“Parent”) ceases to (i) own 75% or more of Holdings or (ii) be the managing member of Holdings; or

(c) Any Equity Interest of the Borrower (i) in excess of 10% of Borrower’s total Equity Interest is transferred, other than to members existing as of the date of this Agreement or their Affiliates existing as of the date of this Agreement, without 30 days prior written notice to the Lender, (ii) is transferred in violation of the USA Patriot Act or other anti-terrorism or anti-money laundering laws, or (iii) is owned by a Person with respect to whom the Lender has not received information reasonably satisfactory to it as required by the USA Patriot Act or other “know-your-customer” laws.

“Closing Date”: The date on which this Agreement is executed by the Lender and the Borrower.

“Code”: The Internal Revenue Code of 1986, as amended, and any successor statute or provision thereof.

“Commitment”: The commitment of the Lender to make the Loan to the Borrower pursuant to Article II of this Agreement in the amount referred to therein.

“Commodity Exchange Act”: The Commodity Exchange Act (7 U.S.C. Section 1 et seq.), as amended from time to time and any successor statute.

“Debt”: As applied to Borrower, (a) all indebtedness for borrowed money (other than Subordinated Debt), (b) that portion of obligations with respect to Capital Leases which is properly classified as a liability on a balance sheet in conformity with GAAP, (c) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money, (d) any obligation owed for all or any part of the deferred purchase price of property or services (other than trade accounts payable arising in the ordinary course of business), (e) all indebtedness secured by any Lien on any property or asset owned or held by Borrower regardless of whether the indebtedness secured has been assumed by Borrower or is nonrecourse to the credit of that Person, (f) obligations in respect of letters of credit, and (g) guarantees of, or similar obligations with respect to, any of the foregoing of any other Person. Any obligations owed to customers or clients by virtue of standard clearing, custodial, execution, or brokerage operations shall not be considered “Debt” for purposes of this Agreement, including any amounts owed to customers by virtue of Borrower acting as a broker-dealer or custodian in its ordinary course of business and any debt relating to hypothecated or re-hypothecated customer or client securities.

“Default Rate”: Two percent (2%) above the highest rate which would otherwise be applicable to the Loan pursuant to Section 2.3.

“Dollars” and “$”: The lawful currency of the United States of America.

2

“Employee Benefit Plan”: Any employee benefit plan which is described in Section 3(3) of ERISA and which is maintained for employees of the Borrower or any ERISA Affiliate of the Borrower.

“Equity Interests”: With respect to any Person, (a) all of the shares of capital stock of, or other ownership or profit interests in, such Person, whether voting or non-voting, and including any partnership, membership or trust interests, (b) all securities or Debt convertible into or exchangeable for any of the foregoing, whether directly or indirectly, and (c) all warrants, options and other rights to purchase or acquire any of the foregoing, whether directly or indirectly.

“ERISA”: The Employee Retirement Income Security Act of 1974, as amended from time to time and any successor statute.

“ERISA Affiliate”: As applied to any Person, any trade or business (whether or not incorporated) which is a member of a group of which that Person is a member and which is under common control within the meaning of Section 414(b), (c), (m), or (o) of the Code.

“ERISA Event”: (a) A “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30 day notice to the Pension Benefit Guaranty Corporation under such regulations), or (b) the withdrawal of the Borrower or any of its ERISA Affiliates from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(l) (2) or 4068(f) of ERISA, or (c) the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Code) or the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; or (d) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA, or (e) the institution of proceedings to terminate a Pension Plan by the Pension Benefit Guaranty Corporation, or (f) the withdrawal of the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; or (g) the imposition of a lien pursuant to Section 412(n) of the Code.

“Excess Net Capital”: Borrower’s Excess Net Capital as reported by Borrower on line 25 of the “Computation of Alternate Net Capital Requirement” of its monthly as-filed FOCUS Report.

“Federal Funds Effective Rate”: On any day, a fluctuating interest rate per annum (rounded upward to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not so published for any day which is a Business Day, the average rate (rounded upward to the nearest 1/10^th of 1%) charged to the Lender on such day on such transactions as determined by the Lender.

3

“FINRA”: Means the Financial Industry Regulatory Authority.

“FOCUS Report Part I”: Means the Financial and Operational Combined Uniform Single Report required to be filed within 10 days of the end of each month with the SEC, on a form substantially similar to SEC Form X-17A-5 (as may be revised, updated, modified, amended and/or restated from time to time).

“FOCUS Report Part II”: Means the Financial and Operational Combined Uniform Single Report required to be filed within 17 days of the end of each fiscal quarter with the SEC, on a form substantially similar to SEC Form X-17A-5 (as may be revised, updated, modified, amended and/or restated from time to time).

“GAAP”: United States generally accepted accounting principles applied on a consistent basis.

“Governmental Action” or “Governmental Approval”: Any approval, order, consent, authorization, certificate, license, permit or validation of, or exemption or other action by, or filing, recording or registration with, or notice to, any Governmental Authority.

“Governmental Authority”: Any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic and with jurisdiction over Borrower.

“Interest Period”: Initially, the period commencing on the Closing Date and ending on the last day of the calendar month in which the Closing occurs and thereafter, successive one-month periods commencing on the first day of each calendar month and ending on the last day of such calendar month.

“Law” and “Laws”: Any Federal, state, or local law or laws (including common law), constitution, statute, treaty, convention, regulation (including, but not limited to those promulgated by the SEC and the Federal Deposit Insurance Corporation), rule, ordinance, order, injunction, writ, decree or award of any Governmental Authority.

“Leverage Ratio”: The ratio of Borrower’s Maximum Total Debt to Total Capitalization.

“LIBOR Business Day”: A day which is a Business Day and on which dealings in Dollar deposits may be carried out in the London interbank market.

“LIBOR Monthly Rate”: The LIBOR Rate for the applicable Interest Period. The same LIBOR Monthly Rate shall apply to all amounts outstanding under the Loan during an Interest Period, regardless of when any advance under the Loan was made.

4

“LIBOR Monthly Rate Loan”: The Loan bearing interest at a rate based upon the LIBOR Monthly Rate.

“LIBOR Rate”: For each Interest Period, a rate per annum (based on a year of 360 days and actual days elapsed) equal to the rate per annum obtained by dividing (the resulting quotient to be rounded upward to the nearest 1/100th of 1%) (a) the rate of interest (which shall be the same for each day in such Interest Period) determined by the Lender in accordance with its usual procedures to be the rate at which Dollar deposits are offered by leading banks in the London interbank deposit market two (2) LIBOR Business Days prior to the first day of such Interest Period in an amount approximately equal to the then outstanding principal amount of the Loan for the designated Interest Period, as quoted by ICE Benchmark Administration (“ICE”) or any successor thereto as approved by the Lender if ICE is no longer making a LIBOR rate quotation available (an “Alternate Source”), and as published as the “London Interbank Offered Rate” by Bloomberg (or if, at any time, for any reason, such rate is no longer published by Bloomberg or provided by ICE or any Alternate Source, a comparable replacement rate determined by the Lender at such time) by (b) a number equal to 1.00 minus the LIBOR Reserve Percentage; provided that if the rate of interest which forms the numerator of the above quotient shall be less than zero, such numerator shall be deemed to be zero for purposes of this Agreement. The LIBOR Rate shall be calculated in accordance with the foregoing whether or not the Lender is actually required to hold reserves in connection with its Eurocurrency funding or, if required to hold such reserves, whether or not it is required to hold reserves at the “LIBOR Reserve Percentage”. The LIBOR Rate shall be adjusted automatically as of the effective date of each change in the LIBOR Reserve Percentage.

“LIBOR Reserve Percentage”: For any day shall mean the percentage (rounded upward to the nearest 1/100th of 1%), as determined in good faith by the Lender, which is in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) representing the maximum reserve requirement (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”) of a member bank in such System.

“Lien”: Any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest).

“Loan Documents”: This Agreement, the Note and each additional document, notice or certificate delivered to the Lender by or on behalf of a Loan Party in connection with this Agreement or the credit extended hereunder.

“Loan Party”: The Borrower.

“Material Adverse Effect”: A material adverse change in, or material adverse effect on, the business, operations, properties, assets or condition (financial or otherwise) of the Borrower.

“Maturity Date”: Shall have the meaning set forth in Section 2.2 (c).

5

“Maximum Total Debt”: Means the average daily balance of all outstanding Debt of the Borrower as of the end of June and December each year.

“Multiemployer Plan”: A “multiemployer plan” as defined in Section 3(37) of ERISA.

“Net Capital”: Means total net capital as calculated in accordance with SEC Rule 15c3-1.

“Obligations”: All obligations of every nature of the Borrower from time to time owed to the Lender under the Loan Documents, whether for principal interest, fees, expenses, indemnification, or otherwise.

“Officer’s Certificate”: A certificate signed by a Responsible Officer.

“PAB Reserve”: The reserve amount required to be maintained in proprietary accounts of broker-dealers as required under SEC Rule 15c3-3 and 15c3-3a (as may be revised, updated, modified, amended and/or restated from time to time).

“Pension Plan”: Any Employee Benefit Plan other than a Multiemployer Plan which is subject to Section 412 of the Code or Section 302 of ERISA.

“Permits”: Any permit, approval, authorization, license, variance, or permission required from a Governmental Authority under applicable Law.

“Permitted Encumbrances”: Collectively, (a) Liens for taxes, assessments, or governmental charges not then due and payable and not then delinquent, (b) Liens for taxes, assessments, or governmental charges the validity of which are being contested in good faith by the Borrower by appropriate proceedings and all required deposits (including deposits required by exchanges, clearinghouses, or otherwise for the general operation of Borrower’s business) or other security required hereunder or otherwise in connection with such contest have been provided by the Borrower, (c) liens and exceptions in favor of or consented to in writing by the Lender, (d) liens permitted by Borrower with respect to customer relationships in the conduct of its ordinary course of business and for business purposes and (e) Liens in favor of clearing agencies, clearing firms, settlement banks and similar entities (acting in their capacities as such) involved in the clearance and settlement of transactions in, and custody of, financial assets.

“Person”: An individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Potential Event of Default”: A condition or event which, after the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Prime Rate”: The interest rate per annum published in the New York edition of The Wall Street Journal from time to time as the “Prime Rate” (rounded upward to the nearest 1/100^th of 1%), such rate to change automatically effective as of the effectiveness of each change in such prime rate. If The Wall Street Journal ceases to publish the “Prime Rate,” the Lender

6

shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then the Lender shall select a comparable interest rate index. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer.

“Responsible Officer”: means any of the President, Chief Executive Officer, Chief Financial Officer, Controller, Treasurer, Secretary or any other officer of Borrower acceptable to Lender.

“SEC”: Means the U.S. Securities and Exchange Commission.

“Subsidiary”: A corporation, partnership, trust, limited liability company or other business entity of which more than 50% of the shares of stock or other ownership interests having ordinary voting power (without regard to the occurrence of any contingency) to elect a majority of the board of directors or other managers of such entity are at the time owned, directly by the Borrower, through one or more of Borrower’s Subsidiaries.

“Subordinated Debt”: Means Debt of Borrower subject to payment terms and subordination provisions set forth in a written subordination agreement or intercreditor agreement approved by FINRA.

“Tangible Equity”: Means the book value of all company equity (calculated as the “Total Ownership Equity” of Borrower as reflected on Line 30 of the Statement of Financial Condition Liabilities and Ownership Equity section of Borrower’s most recent FOCUS Report Part II filed with FINRA from time to time).

“Total Capitalization”: Means total Debt plus Subordinated Debt plus Tangible Equity

(b) Other Defined Terms. The following capitalized terms are defined in the Sections indicated: Event of Default (8.1); Indemnified Liabilities (9.5); Investments (7.7); Loan (2.1(a)); Maximum Principal Amount (2.1(a)); and Note (2.1(c)).

1.2 Other Definitional Provisions.

(a) Accounting Principles. As used herein and in any certificate or other document made or delivered pursuant hereto, accounting terms not defined in Section 1.1 above, and accounting terms partly defined in Section 1.1 above to the extent not defined, shall have the respective meanings given to them under GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and the Borrower or the Lender shall so request, the Lender and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein.

(b) Subsidiaries. So long as the Borrower does not have any Subsidiaries, references to a Subsidiary or Subsidiaries in this Agreement shall be deemed to be deleted.

7

ARTICLE II

THE LOAN

2.1 The Loan.

(a) The Commitment. The Lender agrees, on and subject to the terms and conditions hereinafter set forth, to make available to the Borrower on and after the date hereof a revolving line of credit (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as the “Loan”) in a maximum principal amount of up to $10,000,000.00 (the “Maximum Principal Amount”). The Borrower may reborrow principal amounts repaid or prepaid on the Loan.

(b) Advances under the Loan. All Advances requested by Borrower shall be made in writing pursuant to a written request substantially in the form attached hereto as Exhibit “C,” executed by an authorized officer of Borrower in a form acceptable to Lender. Requests for Base Rate Loans must be requested by 2:00 P.M., Eastern time, on the date such Advance is to be made. Requests for LIBOR Rate Loans must be requested three (3) Business Days in advance and must specify the amount of the LIBOR Rate Loan and the LIBOR Interest Period. If no LIBOR Interest Period is specified, the LIBOR Interest Period shall be deemed to be a one month period.

(c) Note. The Loan made by the Lender pursuant hereto shall be evidenced by a revolving loan note (as amended, modified, refinanced or restated from time to time, the “Note”), payable to the order of the Lender and representing the obligation of the Borrower to pay the unpaid principal amount of the Loan made by the Lender, with interest thereon as prescribed in Section 2.3 below.

(d) Loan Fee. Upon execution of this Agreement, the Borrower shall pay to the Lender a non-refundable loan fee in the amount of $10,000.00.

2.2 Repayment.

(a) Scheduled Repayment. Commencing on December 1, 2017, and continuing on the first (1st) day of each and every succeeding month during the term of the Loan, the Borrower shall make monthly payments of interest only at the interest rate per annum calculated pursuant to Section 2.3 below.

(b) Payment at Maturity. Notwithstanding any term, condition, or provision of this Agreement or any other Loan Document to the contrary, the entire unpaid principal amount of the Loan, together with all accrued and unpaid interest thereon, and all fees, costs, expenses, and other amounts, if any, due and payable hereunder and under the other Loan Documents shall be due and payable on October 23, 2020 (the “Maturity Date”).

(c) Overdraw Principal Payments. Notwithstanding the foregoing provisions of this Section 2.2, if on any day the outstanding principal balance of the Loan exceeds the Maximum Principal Amount, a payment shall be due on such day in an amount sufficient to reduce the outstanding principal balance of the loan (including all accrued interest, fees and expenses) to an amount equal to or less than the Maximum Principal Amount.

8

(d) Termination by Borrower. Upon at least ten (10) days prior written notice to Lender, Borrower may, at its option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrower has paid all of the Obligations in immediately available funds. Any notice of termination given by Borrower shall be irrevocable unless Lender otherwise agrees in writing and no Lender shall have any obligation to make any Advances on or after the termination date stated in such notice. Borrower may elect to terminate this Agreement in its entirety only. No section of this Agreement may be terminated singly.

2.3 Interest Rate. The unpaid principal amount of each Advance of the Loan shall bear interest for each day until due on the basis of either (a) the Base Rate plus the Applicable Margin or (b) the LIBOR Monthly Rate (or if applicable, under Section 3.7, the Base Rate), plus the Applicable Margin, as applicable, as requested by Borrower and advanced by Lender pursuant to Section 2.1(c).

2.4 Unused Commitment Fee. Borrower shall pay to Lender a fee on any difference between the Maximum Principal Amount and the amount of credit Borrower actually uses, determined by the average of the daily amount of credit outstanding during the specified period. Such unused fee specified will (i) be calculated at 0.10% per year, and (ii) be due in monthly installments, in arrears, commencing on December 1, 2017, and on the first day of each following month, until the earlier of the Maturity Date or the date on which this Agreement is terminated.

ARTICLE III

GENERAL PROVISIONS CONCERNING THE LOAN

3.1 Use of Proceeds. The proceeds of the Loan hereunder shall be used by the Borrower for bridge liquidity purposes to support regulatory liquidity reserve requirements in connection with the clearing and settlement of securities transactions for customers of Borrower.

3.2 [Reserved].

3.3 Post-Maturity Interest and Late Fees.

(a) Default Interest. Notwithstanding the rates of interest specified in Section 2.3 hereof and the payment dates specified in Section 2.2 hereof, effective immediately upon the occurrence of any Event of Default (whether or not the Lender has accelerated payment of the outstanding principal balance of the Loan) and for as long thereafter as any such Event of Default shall be continuing, the principal balance of the Loan and, to the extent permitted by applicable Law, interest accrued thereon and any fees, indemnities and other amounts due hereunder or under any Loan Document, shall bear interest at the Default Rate. The Borrower hereby acknowledges that: (i) such Default Rate is a material inducement to the Lender to make the Loan available to the Borrower, (ii) the Lender would not have made the Loan available to the Borrower in the absence of the agreement of the Borrower to pay such Default Rate, (iii) such Default Rate represents compensation for increased risk to the Lender that the Loan will not be repaid, and (iv) such Default Rate is not a penalty and represents a reasonable estimate of (1) the cost to the Lender in allocating its resources (both personnel and financial) to the on-going review, monitoring, administration and collection of the Loan and (2) compensation to the Lender for losses that are difficult to ascertain.

9

In addition, upon the occurrence of an Event of Default, if the Loan is a LIBOR Monthly Rate Loan, it shall, upon notice from Lender, convert to a Base Rate Loan at the end of the then current Interest Period therefor, but interest shall accrue thereon from and after the occurrence of the Event of Default at the Default Rate. Further, notwithstanding the terms of Section 2.3, if an Event of Default or a Potential Event of Default has occurred and is continuing, the Lender, at its option, may refuse to permit the Borrower to select the LIBOR Monthly Rate to thereafter apply to the Loan, and may convert the Loan to a Base Rate Loan.

(b) Late Fee. The Lender shall have the right to assess, and the Borrower shall be required to pay, a late fee if any principal, interest, or fees under this Agreement are not paid within ten (10) days after their due date, and in such a case, the late charge shall be in an amount equal to the greater of Twenty Dollars ($20.00) or two percent (2%) of the amount not timely paid.

3.4 Computation of Interest and Fees; Determinations by Lender.

(a) Calculations. Interest and other fees shall be calculated on the basis of a 360 day year for the actual days elapsed. Any change in the interest rate resulting from a change in the Base Rate or the LIBOR Monthly Rate shall become effective as of the opening of business on the day on which such change in the Base Rate or LIBOR Monthly Rate shall become effective.

(b) Determination by Lender. Each determination of an interest rate, fee, cost, indemnification or other amount by the Lender pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower in the absence of manifest error.

3.5 Payments. The Borrower shall make each payment of principal, interest, fees, indemnity, expenses, or other amount hereunder or under any Loan Document, without setoff or counterclaim, not later than 12:00 o’clock, Noon, Pittsburgh, Pennsylvania time, on the day when due in Dollars to the Lender in immediately available funds, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue, and without setoff, counterclaim, withholding or other deduction of any kind. Any payment received by the Lender after 12:00 o’clock, Noon, Pittsburgh, Pennsylvania time, on any day shall be deemed to have been received on the next succeeding Business Day. In connection with this Agreement and the other Loan Documents, the Borrower hereby agrees that Borrower will promptly pay any payments due from the Borrower to Lender under this Agreement, the Note and any other Loan Document on the due date thereof.

3.6 Payment on Non-Business Days. Whenever any payment to be made hereunder or under the Note shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time may be included in computing interest or fees, if any, in connection with such payment, provided no Default Rate or penalty shall be construed as applying to such extension period.

10

3.7 Inability to Determine Rate; Ineffective Rate. If the Lender shall have determined in that (a) by reason of circumstances affecting the interbank LIBOR market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate, (b) the LIBOR Monthly Rate does not adequately and fairly reflect the effective cost to the Lender of funding a LIBOR Rate Loan, or (c) the making, maintenance or funding of a LIBOR Monthly Rate Loan has been made impractical or unlawful, then, and in any such event, the Lender may notify the Borrower of such determination. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given to Borrower), the obligation of the Lender to allow the Borrower to maintain the Loan at the LIBOR Monthly Rate shall be suspended until the Lender shall have revoked such notice and the Lender, at its option, may thereafter cause the Loan to be a Base Rate Loan.

3.8 Increased Cost and Reduced Return; Capital Adequacy.

(a) Costs and Returns. If the Lender reasonably determines in good faith that as a result of the introduction of, or any change in, or in the interpretation of, any Law, or the Lender’s compliance therewith, there shall be any increase in the cost to the Lender of agreeing to make or making, funding or maintaining the Loan or a reduction in the amount received or receivable by the Lender in connection with any of the foregoing (excluding any such increased costs or reduction in amount resulting from (i) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which the Lender is organized or has its principal lending office, and (ii) reserve requirements utilized in the determination of the LIBOR Rate, then from time to time upon written notice from Lender to Borrower, the Borrower shall pay to the Lender such additional amounts as will compensate the Lender for such increased cost or reduction.

(b) Capital Adequacy. If the Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, or compliance by the Lender (or its principal lending office) therewith, has the effect of reducing the rate of return on the capital of the Lender or any corporation controlling the Lender as a consequence of the Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and the Lender’s desired return on capital), then from time to time upon demand of the Lender, the Borrower shall pay to the Lender such additional amounts as will compensate the Lender for such reduction.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants to the Lender as follows:

4.1 Organization. The Borrower is duly organized, validly existing and in good standing under the laws of the state of its incorporation or formation, and has all corporate power and authority to own and operate its properties and to carry out its business. The Borrower is duly qualified and in good standing in all jurisdictions where the nature of its business or the ownership of property requires such qualification.

11

4.2 Authorization. The execution, delivery and performance by the Borrower of the Loan Documents, and the acceptance by the Borrower of the Loan hereunder are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action.

4.3 No Conflict. To the Borrower’s knowledge, the execution, delivery and performance by the Borrower of the Loan Documents do not (a) violate the Borrower’s charter, by-laws or other organizational or governing documents, as applicable, (b) violate, in any material respect, any Law applicable to the Borrower, or (c) result in a material breach of or a material default under any contract binding on the Borrower.

4.4 Governmental Approval. No approval by any Governmental Authority is required for the due execution, delivery and performance by the Borrower of the Loan Documents.

4.5 Validity. The Loan Documents are the binding obligations of the Borrower, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

4.6 Financial Matters. All information and financial and other data contained in financial statements and reports previously furnished by the Borrower to the Lender are true, correct and complete in all material respects as of the date of said statements and reports, fairly present the financial condition of the Borrower, as applicable, at such dates and the results of its operations and cash flow for the respective periods ended on such dates, all in accordance with GAAP. Since the date of the last financial statements previously furnished to the Lender, there has been no Material Adverse Effect.

4.7 Ownership. Schedule 4.7 sets forth the names of the record and direct owners of all Equity Interests of the Borrower and the amount thereof owned by each of them. All of such Equity Interests are duly authorized, validly issued and are fully paid and nonassessable. Except as set forth on Schedule 4.7, there are no voting arrangements, restrictions on transfer or other arrangements that govern the Equity Interests of Borrower.

4.8 Partnerships. The Borrower is not a partner of a partnership or a party to a joint venture and has no other obligation to make capital contributions to, or generally become liable for or on account of, the debts or liabilities of any other Person (excepting any activity regarding correspondent customers, customers and client trading in Borrower’s ordinary course of business to which Borrower is considered to be acting in an agent capacity).

4.9 Insurance. The properties owned by the Borrower are insured with financially sound and reputable insurance companies, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in similar locations, and the Borrower currently maintains the insurance required by Section 6.6 of this Agreement.

12

4.10 Litigation. Except as set forth on Schedule 4.10 hereto, there is no pending action or proceeding affecting the Borrower, or any threatened action or proceeding affecting the Borrower which if determined adversely to Borrower would result in a Material Adverse Effect, before any Governmental Authority.

4.11 Employee Benefit Plans. The Borrower and each of its ERISA Affiliates is in compliance in all material respects with any applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans. No ERISA Event has occurred or is at the time of execution of the Agreement reasonably expected to occur with respect to any Pension Plan. No assets of Borrower’s Employee Benefit Plan will be used to repay or secure the Loan or be involved in any way with, and no “prohibited transaction” as defined in ERISA or the Code shall occur as a result of, the transactions contemplated by this Agreement.

4.12 Payment of Taxes. Except to the extent permitted by Section 6.4, in all jurisdictions where the nature of its business or the ownership of property requires Borrower to file tax returns and reports, all tax returns and reports of the Borrower required to be filed by it have been timely filed, and, to Borrower’s knowledge, and all taxes shown on such tax returns to be due and payable and all assessments, fees, and other governmental charges upon the Borrower and upon its properties, assets, income, businesses, and franchises that are due and payable have been paid when due and payable. The Borrower knows of no proposed tax assessment against the Borrower.

4.13 Governmental Regulation. The Borrower is not subject to any federal or state statute or regulation which would render all or any portion of the Obligations unenforceable.

4.14 Governmental Approvals, Intellectual Property etc. To its knowledge, (a) the Borrower owns or possesses all material licenses, Permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, necessary for the operation of its business, without known conflict with the rights of others; (b) no business or operations of the Borrower infringes any license, permit, franchise, authorization, patent, copyright, service mark, trademark, trade name or other right owned by any other Person; and (c) there is no material violation by any Person of any right of the Borrower with respect to any patent, copyright, service mark, trademark, trade name or other right owned or used by the Borrower.

4.15 Labor Disputes and Casualties. The Borrower is not affected by any fire, explosion, accident, strike, lockout, or other labor dispute, drought, storm, hail, earthquake, embargo, act of public enemy, or other casualty (whether or not covered by insurance).

4.16 Compliance. The Borrower is not, to its knowledge, in material default in the performance of any agreement or instrument to which it may be a party or by which its properties may be bound, or in violation of any Law.

4.17 Name and Organization. The Borrower’s name as it appears in official filings in the state of its organization, type of organization, jurisdiction of organization, organization number provided by the applicable Government Authority, and chief executive office are set forth on Schedule 4.17 attached hereto and made a part hereof. Neither the Borrower nor any predecessor by merger or otherwise has, within the four-month period preceding the date hereof, had a different name from the name of Borrower listed on the signature pages hereof.

13

4.18 Solvency. The Borrower is and, upon the incurrence of any Obligations by the Borrower on any date on which this representation is made or restated, will be, solvent within the meaning of applicable Laws relating to fraudulent conveyances.

4.19 Disclosure. No financial or other information, exhibit or report furnished to the Lender by or on behalf of the Borrower for use in connection with the transactions contemplated by this Agreement contains any untrue statement of a material fact or omits to state a material fact (known to the Borrower, in the case of any document not furnished by it) necessary in order to make the statements contained therein not misleading in light of the circumstances in which the same were made.

ARTICLE V

CONDITIONS OF LENDING

5.1 Conditions Precedent to Making the Loan. The obligation of the Lender to make the Loan is subject to the satisfaction of the following conditions precedent:

(a) Loan Documents. The Lender shall have received the following, in form and substance satisfactory to the Lender:

(i) The Note executed by the Borrower; and

(ii) Copies of all Loan Documents (not otherwise specifically identified in this Section 5.1) executed by Borrower.

(b) Corporate Action. The Lender shall have received the following, each dated the Closing Date:

(i) Copies of the Articles of Incorporation, or other organizational documents of the Borrower, certified as of a recent date by the Secretary of State of its respective state of organization and a good standing certificate (or equivalent) from such states;

(ii) Copies of (1) the bylaws or similar governing documents, if any, of the Borrower (including those of any non-individual general partner, manager or managing member of such Loan Parties that are partnerships or limited liability companies), and (2) resolutions or consents of Borrower’s Board of Directors or other appropriate authorizing documents of each of Borrower, in form and substance satisfactory to the Lender, approving the Loan Documents and the making of the Loan hereunder, certified by the appropriate representatives of Borrower ; and

(iii) An incumbency certificate executed by the appropriate representatives of Borrower, certifying the names and signatures of the Persons authorized to sign the Loan Documents on behalf of Borrower and such other documents relative thereto as Lender may require.

14

(c) Financial Matters. The Borrower and other Loan Parties shall have provided to the Lender the financial statements and other information requested by Lender.

(d) Other Documents. The Lender shall have received:

(i) Evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;

(ii) A favorable opinion of counsel to the Loan Parties, as approved by Lender, covering such matters as the Lender may reasonably request, including, without limitation, due organization, good standing, due authorization, due execution and delivery of the Loan Documents and enforceability of the Loan Documents; and

(iii) UCC, tax, and lien searches from all locations requested by the Lender, at Borrower’s expense;

(e) Fees, Expenses, etc. All fees and other compensation required to be paid to the Lender pursuant hereto or pursuant to any other written agreement on or prior to the Closing Date shall have been paid or received, including, without limitation, the $10,000 Loan Fee described in Section 2.1(d) and $6,000 toward Lender’s legal fees and expenses, including cost of lien searches or other document requests, incurred in connection with the drafting, negotiation and closing of the Loan.

(f) General. All corporate and legal proceedings and all instruments and documents in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in content, form and substance to the Lender and its counsel, and the

Lender and the Lender’s counsel shall have received any and all further information and documents which the Lender or such counsel may reasonably have requested in connection therewith.

ARTICLE VI

COVENANTS

So long as any Obligation shall remain unpaid or the Lender shall have any Commitment hereunder, the Borrower shall, unless the Lender shall otherwise consent in writing:

6.1 Financial Information. Furnish, or cause to be furnished, to the Lender, in a form acceptable to Lender and its counsel:

(a) As soon as available, but in any event within one hundred twenty (120) days after the close of each fiscal year, independent certified public accountant prepared and audited statements of income, cash flows and stockholders’ equity for the Borrower for such calendar year and a balance sheet for the Borrower as of the close of such calendar year, all in reasonable detail and certified by an authorized representative of the Borrower as presenting fairly the financial position of the Borrower as of the end of such calendar year and the results of its operations and cash flows for such calendar year, in conformity with GAAP;

15

(b) As soon as available, but in any event within thirty (30) days of filing of same with the Internal Revenue Service (commencing with the 2017 tax year and continuing for so long as this Agreement is outstanding), complete copies (in each case signed or authorized by the Borrower), of the Borrower’s Federal income tax return for such calendar year, together with any and all schedules and exhibits annexed thereto. In the event that the Borrower has filed a request for an extension of time in which to file the Federal income tax return with the Internal Revenue Service, then within one hundred twenty (120) days after the close of such calendar year the Borrower shall furnish copies of such request for an extension of time in which to file the Borrower’s Federal income tax return with the Internal Revenue Service;

(c) Commencing as of the end of the six-month period ending December, 2017, as soon as available, but in any event within one hundred twenty (120) days after the close of each six (6) month period, management prepared statements of income and cash flows, all in reasonable detail and in conformity with GAAP, the delivery of which shall be a representation of Borrower that such statements present fairly the financial position of the Borrower, on June 30 and December 31 of each year and the results of its operations and cash flows for such six-month period;

(d) As soon as available, but in any event within twenty-five (25) business days of the end of the month, Borrower’s FOCUS Report Part I, if required to be filed with the SEC under Section 17 of the Securities and Exchange Act of 1934, together with all affidavits and supplemental reports and other information (including customer and PAB Reserve computations) filed therewith;

(e) As soon as available, but in any event within twenty-five (25) business days of the end of each of Borrower’s fiscal quarters, Borrower’s FOCUS Report Part II, if required to be filed with the SEC under Section 17 of the Securities and Exchange Act of 1934, together with all affidavits and supplemental reports and other information (including customer and PAB Reserve computations) filed therewith;

(f) As soon as possible, but in any event within five (5) business days of receipt, any material notice, penalty, adverse ruling or deficiency letter from the SEC or FINRA;

(g) Borrower shall, within one hundred twenty (120) days after December 31 and one hundred twenty days (120) days after June 30 of each year, deliver to Lender with the other financial statements described above to be delivered for the periods ending December 31 and June 30 of each year, a duly completed Compliance Certificate in the form attached hereto as Exhibit “A” and a Certificate of No Default in the form attached hereto as Exhibit B, both certificates to be executed by a Responsible Officer; and

(h) Any other financial statements or financial reports with respect to the Borrower as the Borrower may produce in its ordinary course of business and as Lender may reasonably request from time to time.

16

6.2 Notices and Information. Deliver to the Lender:

(a) promptly upon the Borrower obtaining knowledge (i) of any condition or event which constitutes an Event of Default or Potential Event of Default, (ii) that any Person has given any notice to the Borrower or taken any other action with respect to a claimed cross-default of the type referred to in Section 8.1(f) of this Agreement, (iii) of the institution of, or any adverse development in, any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower greater than $3,000,000.00 individually, (iv) of any material casualty to its assets resulting in a loss in excess of $10,000,000.00 in the aggregate, or (v) of a condition or events that could reasonably be expected to cause a Material Adverse Effect, and/or other detailed written explanation acceptable to Lender specifying the nature and period of existence of any such condition or event, and what action the Borrower is taking with respect thereto;

(b) promptly upon the Borrower becoming aware of the occurrence of or forthcoming occurrence of any (i) ERISA Event, or (ii) “prohibited transaction,” as such term is defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;

(c) with reasonable promptness following receipt thereof by the Borrower, and in the event it is likely to materially affect Borrower’s ability to perform its obligations under this Agreement, copies of (i) all notices received by the Borrower of the Pension Benefit Guaranty Corporation’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan of Borrower; (ii) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any of its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan sending such notice to Borrower as specified in subsection (i); and (iii) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;

(d) promptly, and in any event within seven (7) business days after receipt thereof by the Borrower, copies of all material notices (as set forth and described in Section 6.9 below); and

(e) promptly, and in any event within seven (7) business days after request, such other information and data with respect to the Borrower or any Loan Party as from time to time may be reasonably requested by the Lender, subject to Borrower’s ability to withhold documents that are attorney-client privileged.

6.3 Corporate Existence, Etc. At all times preserve and keep in full force and effect its corporate existence, and all rights, franchises and licenses material to its business.

6.4 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets (not to be construed to include Borrower’s customers’ or clients’ assets that may be subject to charges or levies), unless the same are being contested in good faith by appropriate proceedings diligently conducted with all required security or bonding provided by the Borrower and adequate reserves in accordance with GAAP are being maintained by the Borrower, (b) all lawful claims which, if unpaid, would by Law become a Lien upon its property, and (c) all Debt, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Debt.

17

6.5 Maintenance of Properties. Maintain or cause to be maintained in good repair, working order and condition all material properties owned by Borrower and materially used in the business of the Borrower, and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof.

6.6 Insurance. Maintain or cause to be maintained, with financially sound and reputable insurers, insurance with respect to its properties and business against loss or damage of the kinds of such types and in such amounts as would be considered industry acceptable. Borrower, upon Lender’s request, shall provide and certify to Lender information concerning Borrower’s insurance coverage types and amounts.

6.7 Compliance with Laws, Etc. Exercise all due diligence in order to comply, in all material respects, with the requirements of all applicable Laws.

6.8 Books and Records. Maintain proper records and accounts in which full, true and correct entries in conformity with applicable Laws of Borrower.

6.9 Furnishing Notices. Provide the Lender with copies of all material notices pertaining to the Borrower received by the Borrower from any Governmental Authority or delivered by the Borrower to any Governmental Authority within seven (7) days after such notice is received by Borrower or delivered by Borrower to any Governmental Authority. In addition, the Borrower shall promptly provide the Lender with written notice of any litigation, arbitration, or other proceeding or governmental investigation pending or, to the Borrower’s knowledge or the knowledge of any officer of the Borrower threatened against the Borrower that is likely to impede Borrower’s ability to perform its obligations under this Agreement or where the amount in controversy against the Borrower specifically is in excess of $3,000,000 individually, or when combined with other litigation, arbitration or other proceedings or governmental investigations could aggregate in excess of $10,000,000. Notwithstanding the foregoing, the Borrower shall not be obligated to provide the Lender with such written notice in respect of personal injury litigation against the Borrower if the amount claimed is less than $3,000,000, as long as the maximum liability under such cases is covered in its entirety by liability insurance maintained by the Borrower and the insurance carrier has not refused the tender of defense or coverage.

6.10 Maintenance of Licenses, Permits, Etc. (a) Maintain in full force and effect all licenses, permits, governmental approvals, franchises, authorizations or other rights necessary for the operation of its business and (b) notify the Lender in writing, promptly after learning thereof, of the suspension, cancellation, revocation or discontinuance of or of any pending or threatened action or proceeding seeking to suspend, cancel, revoke or discontinue any Permit.

18

6.11 Loss of Note or other Loan Documents. Upon notice from the Lender of the loss, theft, or destruction of the Note and upon receipt of an affidavit of lost note and an indemnity satisfactory to the Borrower from, in the Borrower’s reasonable judgment, Lender, or in the case of mutilation of the Note, upon surrender of the mutilated Note, the Borrower shall make and deliver a new note of like tenor in lieu of the then to be superseded Note. If any of the other Loan Documents were lost or mutilated, the Borrower agrees to execute and deliver replacement Loan Documents in the same form of such Loan Document(s) that were lost or mutilated as they are then current at such time of replacement.

ARTICLE VII

NEGATIVE COVENANTS

So long as any Obligation shall remain unpaid or the Lender shall have any Commitment hereunder, the Borrower shall not, without the prior express written consent of the Lender:

7.1 Financial Covenants.

(a) Minimum Excess Net Capital. Permit its Excess Net Capital to be less than Fifty Million Dollars ($50,000,000.00), to be tested as of the end of each calendar month, as reported by Borrower on its monthly as-filed FOCUS Report.

(b) Leverage. Permit its Leverage Ratio to exceed 0.55 to 1.0 at any time, tested as of the end of December 31 and June 30 of each year.

7.2 Liens, Etc. Directly or indirectly create, incur, assume, or permit to exist any material Lien upon or with respect to any of its assets or properties, whether now owned or hereafter acquired (other than the Permitted Encumbrances).

7.3 Debt. Create, incur, assume, or permit to exist any Debt, except for (a) secured Debt not to exceed Thirty Million Dollars ($30,000,000) (excluding hypothecated and re-hypothecated margin loans and any Debt in favor of clearing agencies, clearing firms, settlement banks and similar entities (acting in their capacities as such) involved in the clearance and settlement of transactions in, and custody of, financial assets), (b) Debt owed to Lender, (c) unsecured Debt in the ordinary course of Borrower’s business, and (d) Subordinated Debt.

7.4 Equity Payments, Etc. Declare or pay any dividends or distributions, or purchase or otherwise acquire for value any of its Equity Interests, or make any distribution of assets to any of the holders of its Equity Interests as such, except that, so long as no Event of Default exists or would exist after giving effect to any dividend or distributions, Borrower may declare and deliver dividends and make distributions on account of the Equity Interests of the Borrower.

7.5 Fundamental Changes. Not (a) materially change its corporate structure, (b) materially alter the nature or character of its business, as presently conducted as a broker-dealer and futures commission merchant, (c) consolidate with, merge with, or acquire all or substantially all of the Equity Interests of any Person, or (d) liquidate, windup, or dissolve.

7.6 Loans, Investments, Contingent Liabilities. Other than Borrower’s ordinary course of business activities including treasury, settlement, margin lending, or stock lending activity, make or permit to remain outstanding any loan or advance to, or guarantee, induce or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stock or dividends of, or own, purchase or acquire any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person (hereinafter collectively referred to as “Investments”), in excess of 50% of Borrower’s Excess Net Capital.

19

7.7 Asset Sales. Convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any material part of its business, properties, or assets outside the ordinary course of its business, whether now owned or hereafter acquired.

7.8 Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower on terms that are materially less favorable to Borrower (giving due consideration to any savings associated with doing business with an Affiliate) than those that might be considered reasonable obtained at the time from Persons who are not such an Affiliate, it being understood that both (1) the provision of services to Borrower from PEAK6 Investments, L.P. at actual cost and (2) the fees and transactions contemplated by Borrower’s and Apex Clearing Holdings LLC’s organizational documents are permitted and allowable so long as the discretionary fees to be paid to members are consistent with past practices.

7.9 Conduct of Business. Engage in any business prohibited of broker-dealers or futures commission merchant except as may be consented to by the Lender in writing.

7.10 Fiscal Year. Change the Borrower’s fiscal year from a year ending December 31.

7.11 Security Matters. Take any action that results in a change of the jurisdiction of organization of the Borrower (being the State of New York at the time of execution of this Agreement), without giving Lender at least thirty (30) days’ prior express written notice thereof, and further, provided that such jurisdiction shall at all times remain within the United States.

7.12 Limitation on Other Restrictions on Liens. Enter into, or become subject to any agreement or instrument that would prohibit the grant of any Lien on any of its properties, except the Loan Documents and agreements governing re-hypothecated customer deposits and any secured debt.

7.13 Limitation on Other Restrictions on Amendment of the Loan Documents. Enter into, or become subject to any agreement or instrument that would breach any of the Loan Documents.

7.14 Limitation on Payments and Modification of Certain Indebtedness. Pay, prepay, purchase, redeem, retire, defease or acquire, or make any payment on account or amend, modify or supplement any of the terms and conditions of any secured debt, except the Borrower may make regularly scheduled payments of principal and interest thereon and prepayments thereof, so long as, no Event of Default exists hereunder and so long as no Event of Default could exist after giving effect to such prepayment.

20

ARTICLE VIII

EVENTS OF DEFAULT

8.1 Events of Default. If any of the following events (hereinafter each such event being referred to as an “Event of Default”) shall occur and be continuing:

(a) The Borrower shall fail to pay, when due, any amount of principal of the Loan, any interest on the Loan, or any fee hereunder, or any other amount payable hereunder or under any other Loan Document; or

(b) The Borrower shall fail to perform or observe any term, covenant or agreement contained in Article VII of this Agreement; or

(c) The Borrower shall fail to any maintain any insurance required hereunder or otherwise breach its obligations under Section 6.6; or

(d) The Borrower shall fail to perform or observe any term, covenant or agreement contained in this Agreement or any other Loan Document other than those referred to in Sections 8.1(a), (b) or (c) above; or

(e) Any representation or warranty made by the Borrower in any Loan Document shall prove to have been false or incorrect in any material respect when made or deemed made; or

(f) The Borrower shall (i) fail to pay any principal of, or premium or interest on, any Debt, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), or (ii) fail to perform or observe any term, covenant or condition on its part to be performed or observed under any agreement or instrument relating to any Debt, when required to be performed or observed, and the effect of such default or other event is to cause, or to permit the holder of such Debt to cause, such Debt to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed or any offer therefore to be made, prior to its stated maturity; or

(g) (i) The Borrower shall commence any case, proceeding or other action (A) under any existing or future Law, relating to Borrower’s bankruptcy, insolvency, reorganization or relief of Borrower’s debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for Borrower or for all or any substantial part of its assets, or the Borrower shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower any case, proceeding, or other action of a nature referred to in clause (i) above which results in the entry of an order for relief or any such adjudication or appointment; or

(h) One or more judgments, attachments or decrees shall be entered against the Borrower having an individual principal amount in excess of $5,000,000 or having an aggregate principal amount in excess of $5,000,000 and all such judgments, attachments or decrees shall not have been vacated, discharged, appealed, or stayed or bonded pending appeal within thirty (30) days from the entry thereof; or

21

(i) There shall occur one or more ERISA Events that might reasonably be expected to result in liability of the Borrower and may impede Borrower’s ability to perform its obligations under this Agreement in the reasonable judgment of Lender; or

(j) A Material Adverse Effect shall occur; or

(k) A Change in Control shall occur; or

(l) Seizure or foreclosure of any of the properties or assets of the Borrower pursuant to process of law or by respect of legal self-help; or

THEN,

(i) upon the occurrence of any Event of Default described in clause (g) or (h) above, the Loan, together with all accrued interest thereon, and all other Obligations under this Agreement, the Note, and the other Loan Documents shall automatically become due and payable;

(ii) upon the occurrence of any other Event of Default, the Lender may, by notice to the Borrower, declare the Loan hereunder, together with all accrued interest thereon, and all other Obligations under this Agreement, the Note, and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and

(iii) upon the occurrence of any Event of Default, exercise the remedies available to it under the other Loan Documents.

(iv) upon the occurrence of any Event of Default, the Lender may apply on account of the Obligations any unexpended monies of Borrower still retained by the Lender (it being understood that Borrower’s customers’ funds are not included herein): (A) for the payment of, or as security for the payment of, taxes, assessments or other governmental charges, insurance premiums, or any other charges permitted under this Agreement or (B) to secure the performance of some act by the Borrower required under this Agreement.

(v) upon the occurrence of any Event of Default, the Lender shall have the right to exercise any and all remedies available to it under the this Agreement, and at law and in equity.

8.2 Application of Funds. After the exercise of remedies under Section 8.1 above, any amounts received on account of Obligations shall be applied by the Lender in such order as it elects in its sole discretion.

22

ARTICLE IX

MISCELLANEOUS

9.1 Amendments, Etc. No amendment to or waiver of any provision of this Agreement, and no consent to any departure by the Borrower here from, shall in any event be effective unless in a writing manually signed by or on behalf of the Lender. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

9.2 No Implied Waiver; Remedies Cumulative. No delay or failure of the Lender in exercising any right or remedy under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies of the Lender under this Agreement are cumulative and not exclusive of any other rights or remedies available hereunder, under any other agreement, at law, or otherwise.

9.3 Notices. All notices and other communications (collectively, “notices”) under this Agreement shall be in writing (including facsimile transmission) and shall be sent by first-class mail, by nationally-recognized overnight courier, by personal delivery, by facsimile transmission, or by e-mail, in all cases with charges prepaid. All notices shall be sent to a party at its address specified on the signature page hereof, or to such other address as shall have been designated by the applicable party by notice to the other party hereto. Any properly given notice shall be deemed given or made upon the earliest of: (a) if delivered by hand or by courier, when signed for by or on behalf of the relevant party; (b) if delivered by mail, three Business Days after deposit in the mails, or (c) if delivered by facsimile or e-mail, when sent and receipt has been confirmed by sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail, or other written acknowledgment). Either party may rely on any notice (whether or not made in a manner contemplated by this Agreement) purportedly made by or on behalf of the other, and shall have no duty to verify the identity or authority of the Person giving such notice.

9.4 Expenses. The Borrower agrees to pay upon demand all costs and expenses (including fees and expenses of counsel and a reasonable cost professional, accounting and consulting costs and costs associated with appraisals, if any, recording, filing, searching liens, and any and all post- judgment collection costs and expenses where required of lender) which the Lender may incur from time to time in connection with the preparation, amendment, modification, enforcement or restructuring or preservation of rights or remedies under, this Agreement.

9.5 Indemnity. The Borrower agrees to defend, indemnify, pay and hold the Lender, and the shareholders, officers, directors, employees and agents of the Lender, harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (whether or not any of the foregoing Persons is a party to any litigation), and costs of investigation, document production, attendance at a deposition, or other discovery, with respect to or arising out of this Agreement or the Loan Documents or any use of proceeds hereunder, or any exercise by the Lender of its rights and remedies under this Agreement and the other Loan Documents or any claim, demand, action or cause of action being asserted against the Borrower, including without

23

limitation any violation of any Law or any environmental claim based upon the management, use, control, ownership or operation of property of the Borrower (hereinafter collectively referred to as the “Indemnified Liabilities”), provided that the Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of an indemnified party. This covenant shall survive termination of this Agreement and payment of the outstanding Note.

9.6 Assignments and Participations. The Lender may sell, assign, transfer, negotiate or grant participations in all or part of the obligations of the Borrower outstanding under the Loan Documents, provided that any such sale, assignment, transfer, negotiation or participation shall be in compliance with the applicable federal and state securities laws; and provided, further, that any assignee or transferee agrees to be bound by the terms and conditions of this Agreement. The Lender may, in connection with any actual or proposed assignment or participation, disclose to the actual or proposed assignee or participant, any information relating to the Borrower, provided that the actual or proposed assignee is subject to obligations of confidentiality to Lender.

9.7 Entire Agreement. This Agreement, together with the Exhibits and the Schedules hereto, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements.

9.8 Survival. All representations and warranties of each party contained in or made in connection with this Agreement or in any other Loan Documents shall survive, and shall not be waived by, the execution and delivery of this Agreement, any investigation by or knowledge of the other party, any extension of credit, or any other event or circumstance whatever.

9.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all such executed counterparts shall constitute but one and the same agreement.

9.10 Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

9.11 Headings. Section headings in this Agreement are included for convenience of reference only and shall not be given any substantive effect.

9.12 Setoff. Lender shall have no lien on any accounts or assets of Borrower’s clients or customers and no right to set off against any accounts or assets of Borrower’s clients or customers so long as Borrower appropriately identifies such assets as belonging to its clients or customers and its accounts as accounts containing only Borrower’s customers’ or clients’ funds, and provides notice thereof to Lender. In the event that any obligation of the Borrower now or hereafter existing under this Agreement or any other Loan Document shall have become due and payable, the Lender is hereby authorized by the Borrower at any time and from time to time, without notice, (a) to set off against, and to appropriate and apply to the payment of, the obligations and liabilities of the Borrower under the Loan Documents (whether matured or

24

unmatured, fixed or contingent or liquidated or unliquidated) any and all amounts owing by the Lender to the Borrower under the Loan Documents (whether payable in Dollars or any other currency, whether matured or unmatured, and, in the case of deposits, whether general or special, time or demand and however evidenced) and (b) pending any such action, to the extent necessary, to hold such amounts as collateral to secure such obligations and liabilities and to return as unpaid for insufficient funds any and all checks and other items drawn against any deposits so held as such Lender in its sole discretion may elect. The Borrower hereby grants to the Lender a security interest in all deposits and accounts maintained with, and all other assets of the Borrower in the possession of, the Lender, but not in deposits and accounts properly identified as belonging to Borrower’s customers and clients. The rights of the Lender under this Section 9.12 are in addition to other rights and remedies (including other rights of set-off) which the Lender may have.

9.13 Limitation on Payments. The parties hereto intend to conform to all applicable laws limiting the maximum rate of interest that may be charged or collected by the Lender from the Borrower. Accordingly, notwithstanding any other provision hereof to the contrary, the Borrower shall not be required to make any payment to or for the account of the Lender, and the Lender shall refund any payment made by the Borrower, to the extent that such requirement or such failure to refund would violate or conflict with mandatory and nonwaivable provisions of applicable Law limiting the maximum amount of interest which may be charged or collected by the Lender from the Borrower. To the fullest extent permitted by law, in any action, suit or proceeding pertaining to this Agreement, the burden of proof, by clear and convincing evidence, shall be on the Borrower to demonstrate that this Section 9.13 applies to limit any obligation of the Borrower under this Agreement or to require the Lender to make any refund, or claiming that this Agreement conflicts with any applicable law limiting the maximum rate of interest that may be charged or collected by the Lender from the Borrower, as to each element of such claim.

9.14 Disclosure of Information to Affiliates. The Lender may disclose information relating to the Borrower or any of its businesses, including information regarding the financial condition and property, and the amount of Debt owed to the Lender and the terms, conditions and other provisions applicable thereto to its Affiliates and to any of its partners, directors, officers, employees, agents, trustees, advisors and representatives or to any other Persons as the Lender shall deem advisable for the conduct of its business, provided such Affiliates shall be bound to obligations of confidentiality to Lender regarding such information prior to any disclosure.

9.15 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lender and their respective successors and permitted assigns, except that Borrower shall have no right to assign its rights hereunder or any interest herein without the prior express written consent of the Lender.

9.16 Governing Law. THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW PRINCIPLES.

25

9.17 Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED.

9.18 Consent to Jurisdiction; Venue. All judicial proceedings brought against any Loan Party with respect to this Agreement and the Loan Documents may be brought in any state or federal court of competent jurisdiction sitting in the Commonwealth of Pennsylvania, and by execution and delivery of this Agreement, the Borrower accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Borrower irrevocably waives any right it may have to assert the doctrine of forum non conveniens or to object to venue to the extent any proceeding is brought in accordance with this Section 9.18.

9.19 Customer Identification – USA Patriot Act Notice; OFAC. The Lender hereby notifies the Borrower that pursuant to the requirements of the Patriot Act and the Lender’s policies and practices, the Lender is required to obtain, verify and record certain information and documentation that identifies the Borrower, which information includes the name and address of the Borrower and such other information that will allow the Lender to identify the Borrower in accordance with the Patriot Act. The Borrower represents and covenants that it is not and will not become a person (individually, a “Prohibited Person” and collectively “Prohibited Persons”) listed on the OFAC List or otherwise subject to any other prohibitions or restriction imposed by any Laws administered by OFAC (collectively the “OFAC Rules”). The Borrower represents and covenants that it also (a) is not and will not become owned or controlled directly by a Prohibited Person, (b) is not acting and will not act for or on behalf of a Prohibited Person, (c) is not otherwise associated with and will not become associated with a Prohibited Person, (d) is not providing and will not provide any material, financial or technological support for or financial or other service to or in support of acts of terrorism or a Prohibited Person. The Borrower shall immediately notify the Lender if the Borrower has knowledge that any member or beneficial owner of the Borrower is or becomes a Prohibited Person or (i) is indicted on or (ii) arraigned and held over on charges involving money laundering or predicate crimes to money laundering. The Borrower will not enter into any Lease or any other transaction or undertake any activities related to the Loan in violation of the Anti-Money Laundering Laws. The Borrower shall (A) not use or permit the use of any proceeds of the Loan in any way that will violate either the OFAC Rules or any anti-money laundering Laws or anti-terrorism Laws, (B) comply and cause all of its subsidiaries to comply with applicable OFAC Rules, anti-terrorism Laws and anti-money laundering Laws, (C) provide information as the Lender may require from time to time to permit the Lender to satisfy its obligations under the OFAC Rules, anti-terrorism Laws and/or the anti-money laundering Laws and (D) not engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the foregoing. The Borrower shall immediately notify the Lender if any tenant becomes a Prohibited Person or (1) is convicted of, (2) pleads nolo contendere to, (3) is indicted on, or (4) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering.

26

9.20 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, NO CLAIM MAY BE MADE BY THE BORROWER AGAINST THE LENDER OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, ATTORNEY OR AGENT OF THE LENDER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY STATEMENT, COURSE OF CONDUCT, ACT, OMISSION OR EVENT IN CONNECTION WITH ANY OF THE FOREGOING (WHETHER BASED ON BREACH OF CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY); AND THE BORROWER HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR ANY SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST.

9.21 Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto.

9.22 Status of Parties. The relationship between the Lender and the Borrower is solely that of lender and borrower. The Lender has no fiduciary or other special relationship with or duty to the Borrower and none is created by the Loan Documents. Nothing contained in the Loan Documents, and no action taken or omitted pursuant to the Loan Documents, is intended or shall be construed to create any partnership, joint venture, association, or special relationship between the Borrower and the Lender or in any way make the Lender a co-principal with the Borrower in any respect. In no event shall the Lender’s rights and interests under the Loan Documents be construed to give the Lender the right to control, or be deemed to indicate that the Lender is in control of, the business, properties, management or operations of the Borrower.

ARTICLE X

TERMINATION

10. Borrower Termination Right. Borrower shall have the right to terminate this Agreement and the Loan Documents at any time in its sole discretion with the payment of any penalty or further fees, charges or interest and at least thirty (30) day written notice to Lender of termination, provided the Loan is at the time of termination fully repaid. Such right of termination shall not be construed as relieving Borrower of its obligations prior to the date of termination.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

27

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

APEX CLEARING CORPORATION
By:	/s/ William Capuzzi

Name: William Capuzzi

Title: CEO

Address:

Apex Clearing Corporation

One Dallas Center, Suite 1300

350 N. St. Paul Street

Dallas, Texas 75201

TRISTATE CAPITAL BANK
By:	/s/ Ellen Frank
Name:	Ellen Frank
Title:	Senior Vice President
Address:
TriState Capital Bank
Attn: Ellen Frank, Senior Vice President
789 E . Lancaster Avenue Suite 240
Villanova, PA 19085
Telephone: 610-526-6771
E-Mail: EFrank@tscbank.com
With a copy to:
TriState Capital Bank
Attn: Legal Department
301 Grant Street, Suite 2700
Pittsburgh, PA 15219
Telephone: 412.304.0406
E-Mail: kfriedman@tscbank ..com

[Signature Page to Revolving Credit Agreement]

EXHIBIT A

FORM OF COMPLIANCE CERTIFICATE

COMPLIANCE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFY THAT:

(1) I am the duly elected ________________ of Apex Clearing Corporation, a New York corporation (the “Borrower”]:

(2) I have reviewed the terms of the Revolving Credit Agreement, dated as of __________, 2017 (as amended, modified or supplemented, the “Credit Agreement,” the terms defined therein and not otherwise defined in this Certificate (including Attachment No. I annexed hereto and made a part hereof) being used in this Certificate as therein defined), by and between the Borrower and TriState Capital Bank, as Lender, and the terms of the other Loan Documents, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of Borrower and its Subsidiaries during the accounting period covered by the attached financial statements; and

(3) The examination described in paragraph (2) above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Potential Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below.

(4) Attached as Attachment 1 is a calculation of the financial covenants set forth in Section 7.1 of the Credit Agreement demonstrating compliance with such covenants for the most recently completed [six-month period][fiscal year end] or at such [six-month period] [fiscal year end].

[Set forth [below] [in a separate attachment to this Certificate] are all exceptions to paragraph (3) above listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event:

The foregoing certifications, together with the computations set forth in Attachment No, 1 annexed hereto and made a part hereof and the financial statements delivered with this Certificate in support hereof, are made and delivered this _______ day of ___________, 201_ pursuant to Section 6.1 (g) of the Credit Agreement.

APEX CLEARING CORPORATION

By:

Name

Title:

[Add Attachment]

Apex Clearing Corporation

Attachment #1

Compliance Certificate - _________

Covenant #1
Minimum Net Capital
Required Minimum Excess Net Capital	$	50,000,000
Minimum Excess Net Capital per line 25 of the “Computation of Alternate Net Capital Requirement” on monthly as-filed FOCUS Report dated
Covenant #2
Leverage-Total Debt to Total Capitalization
Debt
Subordinated Debt
Tangible Equity
Ratio Limit		0.55
Actual Ratio

EXHIBIT B

FORM OF CERTIFICATE OF NO DEFAULT

BORROWER’S CERTIFICATION

In conjunction with that certain Line of Credit Loan from TriState Capital Bank (“Lender”) to Apex Clearing Corporation (“Borrower”) up to the original principal amount of $10,000,000, pursuant to that certain Revolving Credit Agreement dated ____________, 2017, as amended, extended, modified or supplemented, and the other documents executed in connection with the Loan (all such documents collectively, as may or may have been amended, extended, modified or supplemented, the “Loan Documents”), the Borrower hereby confirms and certifies to Lender that, as of the date below, to the best of Borrower’s knowledge, there are no existing defaults by Borrower under the terms of the Loan Documents and no event has occurred which with the giving of notice or the lapse of time or both would constitute such a default, and there are no outstanding notices of default under the Loan Documents which have not been cured.

BORROWER,

Apex Clearing Corporation,

a New York Corporation

By:

Name:

Title:

Dated:

EXHIBIT C

FORM OF

REQUEST FOR ADVANCE

To: TriState Capital Bank

One Oxford Centre

301 Grant Street, Ste. 2700

Pittsburgh, PA 15219

Sent Via E-mail to LAdvance@tscbank.com

Date: _____________________ ___, _____

Re:	Borrower:	APEX CLEARING CORPORATION (the “Borrower”)
	Loan Number:	350005484 or 350005484
	Draw No.:
	Amount Requested:
	Rate Election (if Applicable)

Reference is hereby made to that certain Loan Agreement (the “Agreement”) dated as of June 27, 2016, executed by and between the Borrower and TriState Capital Bank (the “Lender”). Capitalized terms used herein without definition shall have the respective meanings ascribed to such terms in the Agreement.

Pursuant to the Agreement, the Borrower hereby requests a disbursement of funds held by you in the amount shown above. The Borrower requests that this disbursement be funded and that the funds be disbursed as follows:

___ Issue your Cashier’s Check in the amount of $____________________________,

payable to ________________________________________________________.

___ Wire transfer funds in the amount of $______________________________ to:

Bank: __________________________________________

Bank Address: _____________________________________________________

ABA Transit Number: _______________________________________________

Account Title: _____________________________________________________

Account Holder’s Address:____________________________________________

Account Number: __________________________________________________

Phone Advise: _____________________________________________________

Each person signing below is authorized to make this request, and you are entitled to rely conclusively on the above instructions to disburse loan proceeds in the amount and manner specified.

IN WITNESS WHEREOF, the Borrower has executed this Request for Advance as of ____________________, 20__.

	By:
WITNESS/ATTEST	Name:
	Title:

SCHEDULE 4.7

EQUITY INTERESTS

Name	% Equity Interest
Apex Clearing Holdings, LLC	100%

SCHEDULE 4.10

LITIGATION

NONE

SCHEDULE 4.17

NAME AND ORGANIZATION

Name: Apex Clearing Corporation

Type of Organization: C Corporation

Jurisdiction of Organization: New York

Organization ID Number: U.S. Tax ID 13-2967453

Chief Executive Office: William Capuzzi

EX-10.14

Exhibit 10.14

EXECUTION COPY

AMENDMENT AND MODIFICATION TO REVOLVING CREDIT AGREEMENT

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”).

BACKGROUND

A. Pursuant to that certain Revolving Credit Agreement dated November 2, 2017, by and between Borrower and Bank (as the same may hereafter be amended, modified, supplemented or restated from time to time, being referred to herein as the “Loan Agreement”), Bank agreed, inter alia, to extend to Borrower a line of credit in the principal amount of Ten Million and No/100 Dollars ($10,000,000.00).

B. Borrower and Bank have agreed to amend the Loan Agreement to, inter alia, extend the Maturity Date, in accordance with the terms and conditions contained herein.

C. Borrower is also indebted to Bank pursuant to a Loan Agreement dated as of June 27, 2016 by and between Borrower and Bank (as amended by that certain Amendment and Modification to Loan Agreement dated as of November 2, 2017, as amended by that certain Second Amendment and Modification to Loan Agreement dated as of February 28, 2020, as amended by that certain Third Amendment and Modification to Loan Agreement dated as of the date hereof), pursuant to which Bank agreed to extend to Borrower a second line of credit in the maximum principal sum of Fifteen Million Dollars and 00/100 ($15,000,000.00).

D. All capitalized terms contained herein and not otherwise defined herein shall have the meanings set forth in the Loan Agreement.

NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows:

1. Extension of Maturity Date.

(a) The definition of “Maturity Date” in Section 1.1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

““Maturity Date”: Shall have the meaning set forth in Section 2.2(b).” (b) All references in Section 2.2(b) to “October 23, 2020” are hereby deleted and replaced with “October 22, 2021.”

2. Conditions to Effectiveness. This Amendment shall become effective upon the satisfaction of all of the following conditions:

(a) Bank shall have received the results of a recent lien search in the jurisdiction where Borrower is organized, and such search shall reveal no liens on any of the assets of Borrower except for liens permitted by Bank;

(b) Bank shall have received a certificate of an officer of Borrower, in form and substance reasonably satisfactory to it, certifying (i) that attached copies of the governing documents of Borrower are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution, delivery and performance of this Amendment is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this Amendment; and (iii) to the title, name and signature of each person authorized to sign this Amendment.

(c) Bank shall have received a certificate of status with respect to Borrower, issued by the appropriate officer of the jurisdiction of organization of Borrower, which certificate shall indicate that Borrower is in good standing in such jurisdiction;

(d) each of the representations and warranties contained in Section 6 of this Amendment shall be true, correct and accurate as of the date of this Amendment; and

(e) the receipt by Bank of the payment, in immediately available funds, of all reasonable out-of-pocket fees, costs, charges and expenses incurred by Bank in connection with the preparation, execution and delivery of this Amendment or any of the transactions arising hereunder or otherwise related hereto or referred to herein, including any actual out-of-pocket costs, expenses, charges or expenses of Bank and the reasonable fees, charges and disbursements of counsel for Bank.

3. Amendment/References. The Loan Agreement and the Loan Documents are hereby amended to be consistent with the terms of this Amendment. All references in the Loan Agreement and the Loan Documents to (a) the “Loan Agreement” shall mean the Loan Agreement as amended hereby; and (b) the “Loan Documents” shall include this Amendment and all other instruments or agreements executed pursuant to or in connection with the terms hereof.

4. Release. Borrower acknowledges and agrees that it has no claims, suits or causes of action against Bank and hereby remises, releases and forever discharges Bank, their officers, directors, shareholders, employees, agents, successors and assigns, and any of them, from any claims, suits or causes of action whatsoever, in law or at equity, which Borrower has or may have arising from any act, omission or otherwise, at any time up to and including the date of this Amendment.

5. Additional Documents; Further Assurances. Borrower covenants and agrees to execute and deliver to Bank, or to cause to be executed and delivered to Bank contemporaneously herewith, at the sole cost and expense of Borrower, this Amendment and any and all documents, agreements, statements, resolutions, searches, insurance policies, consents, certificates, legal opinions and information as Bank may require in connection with the execution and delivery of this Amendment or any documents in connection herewith, or to further evidence, effect, enforce or protect any of the terms hereof or the rights or remedies granted or intended to be granted to Bank herein or in any of the Loan Documents. All such documents, agreements, statements, etc., shall be in form and content acceptable to Bank in its sole discretion.

2

6. Further Agreements and Representations. Borrower does hereby:

(a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are in full force and effect and are valid, binding and enforceable against Borrower and its assets and properties, all in accordance with the terms thereof, as amended;

(b) covenant and agree to perform all of Borrower’s obligations under the Loan Agreement and the other Loan Documents, as amended;

(c) acknowledge and agree that as of the date hereof, Borrower has no current defense, set-off, counterclaim or challenge against the payment of any Obligations or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended;

(d) acknowledge and agree that all representations and warranties of Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof;

(e) represent and warrant that no Default or Potential Event of Default exists;

(f) covenant and agree that on or before October 1, 2020, Borrower shall deliver to the Bank (or its counsel), wet ink originals of this Amendment and the Secretary’s Certificate of Borrower;

(g) covenant and agree that Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and

(h) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of the Note, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, rights or remedies granted to the Bank in any of the Loan Documents, which liens, rights and remedies are hereby expressly ratified, confirmed, extended and continued for all Obligations.

Borrower acknowledges and agrees that Bank is relying on the foregoing agreements, confirmations, representations and warranties of Borrower and the other agreements, representations and warranties of Borrower contained herein in agreeing to the amendments contained in this Amendment.

3

7. Fees, Cost, Expenses and Expenditures. Borrower shall reimburse Bank for all of Bank’s expenses incurred in connection with the review, preparation, negotiation, documentation and closing of this Amendment and the consummation of the transactions contemplated hereunder, including without limitation, fees, disbursements, expenses and disbursements of counsel retained by Bank and all fees related to filings, recording of documents, searches, environmental assessments and appraisal reports, whether or not the transactions contemplated hereunder are consummated.

8. No Waiver. Nothing contained herein constitutes an agreement or obligation by Bank to grant any further amendments to the Loan Agreement or any of the other Loan Documents. Nothing contained herein constitutes a waiver or release by Bank of any Event of Default or of any rights or remedies available to Bank under the Loan Documents or at law or in equity.

9. Inconsistencies. To the extent of any inconsistencies between the terms and conditions of this Amendment and the terms and conditions of the Loan Agreement or the other Loan Documents, the terms and conditions of this Amendment shall prevail. All terms and conditions of the Loan Agreement and other Loan Documents not inconsistent herewith shall remain in full force and effect and are hereby ratified and confirmed by Borrower.

10. Binding Effect. This Amendment, upon due execution hereof, shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

11. Governing Law. This Amendment shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to conflict of law principles.

12. Severability. The provisions of this Amendment and all other Loan Documents are deemed to be severable, and the invalidity or unenforceability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

13. Modifications. No modification of this Amendment or any of the Loan Documents shall be binding or enforceable unless in writing and signed by or on behalf of the party against whom enforcement is sought.

14. Headings. The headings of the Articles, Sections, paragraphs and clauses of this Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Amendment.

15. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall constitute an original and all of which together shall constitute the same agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

4

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused this Amendment to be executed the day and year first above written.

APEX CLEARING CORPORATION
By:	/s/ Terry Ray
	Terry Ray, Chief operations officer

(Signature Page to Amendment and Modification to Loan Agreement)

TRISTATE CAPITAL BANK
By:	/s/ Ellen Frank
	Ellen Frank, Senior vice president

(Signature Page to Amendment and Modification to Loan Agreement)

EX-10.15

Exhibit 10.15

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

*Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.

CLEARING AGREEMENT

(OMNIBUS—FULL SERVICE)

THIS CLEARING AGREEMENT (the “Agreement”) is made as of this 31st day of December, 2015 (“Effective Date”), by and between Charles Schwab & Co., Inc., a California corporation (“Schwab”) and APEX Clearing Corporation a New York corporation (“Correspondent”).

1. Clearing Accounts. During the term of this Agreement, Schwab will carry, for purposes of clearing transactions in open-end investment company shares, or shares of a series or class thereof (hereinafter referred to as “mutual funds” or a “Fund”), one or more brokerage clearing accounts, which may contain multiple sub-accounts, of Correspondent (the “Clearing Accounts”) on an omnibus or other basis on behalf of Correspondent’s customers, as defined in Rule 15c3-3(a)(l) of the Securities Exchange Act of 1934 (the “1934 Act”), including the customers of introducing brokers clearing through Correspondent on a fully disclosed basis (“Initial Correspondents”) (collectively, “Customers”). References herein to Clearing Accounts shall be deemed to include the Customer sub-accounts (hereinafter, “Customer Sub-Accounts”).

2. Services to be Performed by Schwab. During the Term of this Agreement, Schwab will execute and clear mutual fund transactions for the Clearing Accounts, based on instructions received from Correspondent or its authorized persons, and perform the following services (the “Services) in accordance with the terms and conditions stated below.

(a) Execute transactions in the Clearing Accounts in accordance with the terms and conditions of this Agreement and Schwab’s operating procedures as set forth in Exhibit A of this Agreement (the “Clearing Procedures”), which Clearing Procedures may be amended from time to time upon prior written notice to and written consent of Correspondent, which consent shall not be unreasonably withheld;

(b) Prepare and give Correspondent transactional files as set forth in Exhibit E hereto. Such files may be provided by electronic transmission, or another mutually agreed upon method should electronic transmission be unavailable;

(c) Perform cashiering functions for Clearing Accounts, including crediting and debiting mutual fund shares purchased and redeemed, and making payment and receiving payment therefor;

(d) Maintain custodial control and safekeeping of mutual fund shares; provided, however, that Schwab shall not be responsible for any mutual fund shares transferred by Correspondent to Schwab unless Schwab receives appropriate notification of such transfer and such shares are transferred to an account maintained by Schwab with the mutual fund and registered in Schwab’s name for the benefit of its customers;

(e) Collect and promptly pay distributions, including capital gains distributions and dividends, required in connection with holding mutual fund shares in custodial control in the Clearing Accounts;

1

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

(f) Reconcile the mutual fund shares in the Clearing Accounts with Schwab’s positions maintained at the mutual funds;

(g) Maintain books and records of all transactions executed or cleared through Schwab, as required of Schwab by applicable law, rule, or regulation, or as otherwise may be required herein;

(h) Provide to Correspondent any documents, records, data and other information in Schwab’s possession as may be reasonably necessary for Correspondent’s proper performance and supervision of its duties under Section 5 of this Agreement;

(i) Promptly furnish to Correspondent, and to the extent required by applicable law, rules and regulations, furnish promptly to Correspondent’s designated examining authority or its appropriate regulatory agency or authority (“Regulatory Authority”), if any, any written complaint or other written communication received by Schwab from a Customer regarding Correspondent and the duties and responsibilities of Schwab in connection with this Agreement. In connection with the foregoing, Schwab will notify the complaining Customer, in writing, that it has received the complaint and such complaint has been furnished to the Correspondent and its designated examining authority or its appropriate regulatory agency or authority, if any; and

(j) If required by any Regulatory Authority or securities exchange with jurisdiction over Schwab, Schwab will submit this Agreement after execution by the parties to the appropriate Regulatory Authority or exchange for its review and approval as required by the rules and regulations of such Regulatory Authority or exchange. Any amendments to this Agreement shall also be submitted to the appropriate Regulatory Authority or exchange for review and approval if and as required. Schwab agrees to notify Correspondent upon receipt by Schwab of any approval letter from the Regulatory Authority or exchange.

3. Acceptance and Execution of Transactions; Reliance on Communications.

(a) Schwab may, without prior notice, (i) refuse to open any account for Correspondent; (ii) refuse to execute any order (based upon rejection of the order by the Fund, the transfer agent to the Fund, or the underwriter for the Fund or by Schwab as specified in Section 4 of Exhibit A); or (iii) reject a transfer of mutual fund shares to any account at Schwab. Such action or inaction shall have a reasonable basis, and Schwab shall promptly notify Correspondent of such action or inaction and the reason(s) therefor.

(b) Correspondent shall be responsible for the accuracy of the content of orders or other instructions it or its authorized person transmits to Schwab and for any errors in such orders or other instructions. Schwab shall be responsible for the correction of any separate and additional errors it might make in connection with the further transmission and execution of such instructions after their receipt from Correspondent. Schwab shall be entitled to rely on any communications or instructions that it reasonably believes were provided to it by Correspondent or its authorized persons as accurate without obligation of further inquiry. The parties acknowledge that while instructions will generally be transmitted between the parties in file transmissions, as further described in the following paragraph, instructions may also be provided by either party’s authorized persons.

2

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

(i) File Transmissions: Any instructions transmitted by file between the parties shall be as set forth on Exhibit E hereto, in a file format reasonably acceptable to both parties. Any changes or additions to file content, file transmission times or destinations will be agreed upon in writing by the parties, and will be effected as soon as reasonably practicable following such agreement. Files will be transmitted through a security protocol both parties agree to be a commercially reasonably method of transmitting files.

(ii) Correspondent agrees to provide to Schwab in writing a list of persons that Correspondent has authorized to establish, maintain and provide instructions with respect to the Clearing Accounts as well as any supporting documentation of such authority reasonably required by Schwab. This written list of authorized persons shall be provided to Schwab in a format substantially similar to Exhibit G hereto. Correspondent will notify Schwab in writing of any modifications to the list of authorized persons when applicable.

(c) Schwab may record telephone calls with Correspondent’s employees and other authorized persons without providing further notice to Correspondent or its employees that such calls are being recorded, consistent with industry standard practices between like parties, and Schwab acknowledges that Correspondent may also record telephone calls with Schwab’s authorized representatives without further notice that such calls are being recorded. By signing this Agreement, each party consents to any such recording of telephone calls and agrees to notify its employees of the foregoing.

4. Services for Which Schwab is Not Responsible. Schwab shall be responsible for performing only those Services it has specifically agreed in writing to perform. Among others, Schwab will not provide the following Services:

(a) Extend margin credit by or through the Clearing Accounts;

(b) Execute or clear any transaction not involving mutual fund shares;

(c) Prepare, maintain, or update any records of Correspondent, including but not limited to, payroll records, financial statements, regulatory reports or any analyses thereof;

(d) Prepare or issue checks in payment of Correspondent’s expenses;

(e) Supervise Correspondent or its officers, registered representatives, employees, or agents, or be responsible for determining the suitability or appropriateness of any transaction, investment strategy, or pattern of trading activity undertaken in any Clearing Account or any account of a Customer at Correspondent;

(f) Prepare or file any reports required to be filed by Correspondent with any Regulatory Authority to whose jurisdiction Correspondent is subject;

3

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

(g) Prepare reports or statements to Customers or others required by the Internal Revenue Code of 1986, as amended, or other federal or state statutes, rules or regulations in effect from time to time; and

(h) Reconcile the mutual fund shares in the accounts of Customers at Correspondent with the Clearing Accounts.

5. Duties of Correspondent.

(a) Customers shall be deemed to be customers of Correspondent for all purposes, including the Securities and Exchange Commission’s (“SEC”) financial responsibility rules adopted under the 1934 Act and the Securities Investor Protection Act, as amended, and regulations adopted thereunder. Schwab will not carry accounts at Schwab in the name of Customers. Correspondent will open accounts for Customers on the books and records of Correspondent, supervise its employees, principals, registered representatives and agents who provide services with respect to any of such Customer accounts, and maintain and supervise such Customer accounts and the transactions therein in accordance with all applicable requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1934 Act, the rules and regulations of the SEC thereunder, including but not limited to Reg T margin requirements, and the rules and regulations of all self-regulatory organizations having jurisdiction over Correspondent, including but not limited to any applicable requirements relating to the suitability of investments by its Customers and maintenance of proprietary and customer accounts as set forth in FINRA Rule 4311, if and as applicable.

(b) Correspondent will provide to Schwab any documents, records, data and other information in Correspondent’s possession as may be reasonably necessary for Schwab’s proper performance and supervision of its duties under this Agreement. Information that Schwab acquires from such data or documents shall not be deemed to expand the duties or obligations of Schwab under this Agreement, absent an amendment to the Agreement.

(c) In the event Correspondent acts as an intermediary for an Initial Correspondent for the purpose of obtaining clearing services from Schwab, Correspondent shall notify Schwab of the existence of such arrangements and the identity of the Initial Correspondent. The name and CRD number, if applicable, of the Initial Correspondent shall be reflected on Exhibit F hereto, and Correspondent shall notify Schwab of any changes or additions to Exhibit F. Information that Schwab acquires from such data or documents shall not be deemed to expand the duties or obligations of Schwab under this Agreement absent an amendment to the Agreement.

(d) Correspondent will examine promptly all rejected transactions, confirmations, statements, and other files provided to Correspondent by Schwab under this Agreement detailing actions taken by Schwab as clearing broker for Correspondent. Correspondent will notify Schwab of any error or apparent error made by Schwab following receipt of any such confirmation, statement or file by the end of the next Business Day, as defined in Section 6(c) below.

(e) Correspondent will have sole responsibility for satisfying any and all applicable federal and state prospectus delivery, transaction confirmation, tax reporting and account statement requirements with respect to Customers. In addition, Correspondent shall be responsible for making arrangements with a proxy voting service acceptable to Schwab to facilitate the forwarding of proxy solicitation materials to Customers and to receive voting instructions from Customers.

4

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

(f) Correspondent will have responsibility for ensuring that each Customer that invests in a mutual fund satisfies the applicable terms or conditions for purchases and redemptions set forth in the prospectus of the Fund, or in accordance with instructions Schwab has otherwise received from a Fund and communicated to Correspondent. These terms include but are not limited to investment minimums, purchase or redemption fees and sales charges, and investment eligibility requirements. In addition, Correspondent will be responsible for monitoring trade activity and restricting purchases or exchanges by investors in accordance with any frequent trading policy established by a Fund. If Correspondent provides Schwab with reasonable written notice of a waiver by a fund of any term of the prospectus or other instruction provided by Schwab (a “Requested Waiver”), Schwab will use commercially reasonable efforts to process the Requested Waiver as soon as practicable after Schwab’s receipt of the Requested Waiver.

(g) Correspondent will provide its Customers with any disclosure required by applicable laws, rules or regulations.

(h) Correspondent will promptly forward to Schwab copies of any written complaint or other communication received from a Customer which specifically names Schwab or relates to Schwab’s activities. Nothing in this Section shall be construed to create any duty by Schwab to take any action with respect to a Customer’s complaint or to respond or make restitution to Customers, nor otherwise to impose on Schwab any duty or obligation with respect to any such complaint.

(i) Correspondent shall supply to Schwab information reasonably required by Schwab to conduct a due diligence review of Correspondent to determine the financial, operational, credit and reputational risk that this arrangement will have on Schwab, pursuant to FINRA Rule 43ll(b)(4). These materials may include, without limitation, any or all of the following:

(1) Its Form BD and any amendments thereto; and

(2) its audited financial statements; reports filed with the SEC on Forms 10-K, 10-Q and 8-K, as applicable; and any reports filed pursuant to Rule 17a-11 under the 1934 Act.

(j) Correspondent will notify Schwab of the entry of any order or decree issued by any Regulatory Authority with jurisdiction over Correspondent imposing on Correspondent a material monetary or non-monetary sanction related to its obligations under this Agreement, a suspension of or expulsion from membership, or a suspension or revocation of any registration or license relating to or affecting its obligations or services to be performed under this Agreement (such notice shall include, at a minimum, and to the extent permitted by applicable law, rule or regulation, a description of the applicable order or decree).

(k) Correspondent will provide promptly to Schwab upon request a report identifying all assets eligible for clearing by Schwab under this Agreement but that are not being cleared through Schwab at the time of the request.

(1) Correspondent agrees that it shall not assess fees or charges on investors that are prohibited by or inconsistent with applicable laws or regulations.

5

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

(m) Correspondent agrees to carry out the duties set forth in this Agreement with respect to Customers who are customers of Initial Correspondents and/or to include a provision in an agreement with the Initial Correspondent whereby the Initial Correspondent agrees to carry out the duties set forth in this Agreement with respect to such Customers. Correspondent further agrees that each agreement into which it enters with an Initial Correspondent shall obligate the Initial Correspondent to perform any responsibilities allocated to it thereunder only in a manner consistent with the terms of this Agreement and that the Initial Correspondent make the same representations and warranties to Correspondent as are made by Correspondent to Schwab in Section 9(a) of this Agreement. Correspondent agrees to provide to Schwab, on Schwab’s reasonable request, copies of the written agreements Correspondent has entered into with Initial Correspondents, solely for the purpose of allowing Schwab to confirm compliance with this provision.

(n) Correspondent shall have sole responsibility for passing through any brokerage commissions or fees payable to Correspondent’s representatives or to Initial Correspondents, as applicable, and for ensuring that any such payments are properly disclosed to Customers, if and to the extent required by applicable law, rule or regulation.

( o) If required by any Regulatory Authority or securities exchange with jurisdiction over Correspondent, Correspondent will submit this Agreement after execution by the parties to the appropriate Regulatory Authority or exchange for its review and approval as required by the rules and regulations of such Regulatory Authority or exchange. Any amendments to this Agreement shall also be submitted to the appropriate Regulatory Authority or exchange for review and approval if and as required. Correspondent agrees to notify Schwab upon receipt of any approval letter by Correspondent issued by the Regulatory Authority or exchange.

(p) Correspondent agrees not to offer or sell Fund shares covered by this Agreement, except as otherwise set forth herein, to any Customer whose account address is located outside of the United States (“Non-U.S. Customers”). Correspondent shall be responsible for ensuring that any offer and sale of shares of any Fund covered by this Agreement to a Non-U.S. Customer complies with all domestic and foreign laws, rules and regulations applicable to Correspondent and Correspondent will submit any resulting purchase transaction to Schwab only if it has received appropriate approvals from the Fund. Correspondent shall maintain a record of any such approvals and shall provide them to Schwab on Schwab’s request. Correspondent acknowledges and agrees that submission to Schwab of any resulting purchase transaction in connection with that offer or sale (“Non-U.S. Purchase Orders”) shall constitute Correspondent’s confirmation of its compliance with all domestic and foreign laws, rules and regulations applicable to Correspondent. Correspondent understands that a Fund may reject a Non-U.S. Purchase Order that has not been properly reviewed and approved by the Fund in advance.

(q) Correspondent will be responsible to Schwab for unpaid debits in the Clearing Accounts as set forth in Section 6 herein, and for any other loss sustained by Schwab as a result of any action by (i) Correspondent; (ii) any officer, employee, principal, registered representative or affiliate of Correspondent or an Initial Correspondent (collectively, “Correspondent’s Affiliates”); or (iii) Customers.

6

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

6. Segregation Accounts and Unpaid Mutual Fund Shares.

(a) Schwab shall establish and maintain for and in the name of Correspondent one or more segregated Customer Sub-Accounts for the purpose of segregating fully paid-for mutual fund shares of Customers of Correspondent pursuant to Correspondent’s standing instructions. Correspondent understands and acknowledges that mutual fund shares recorded in each Customer Sub-Account will be custodied in an account maintained with the mutual fund and registered in Schwab’s name for the exclusive benefit of its customers or Correspondent. Subject to Correspondent’s full payment of mutual fund shares purchased by Schwab upon Correspondent’s instructions, Schwab will not have, and will not assert, any charges, claim or lien of any kind against mutual fund shares held in a segregated Customer Sub-Account nor will Schwab grant any third party any interest in such mutual fund shares. Schwab may not pledge, hypothecate or rehypothecate any mutual fund shares in a Clearing Account. Each segregated Customer Sub-Account shall be deemed to be a proper control location of the Correspondent within the meaning of Rule 15c3-3(c)(2).

(b) Correspondent represents that (i) the mutual fund shares in each Customer account held on Correspondent’s system are, within the meaning of Rule 8c-l and Rule 15c2-l under the 1934 Act, for the account of a Customer; and (ii) Correspondent shall be responsible for segregating, on Correspondent’s books and records, all fully paid mutual fund shares in each Customer account on Correspondent’s broker-dealer or authorized agent sub-accounting system. Correspondent hereby acknowledges and confirms to Schwab that Schwab has a general lien and security interest in and to any and all mutual fund shares now or hereafter held or maintained in each Clearing Account for which Schwab has not received payment, together with any and all payments, dividends, distributions and proceeds of or on the foregoing, to secure all debits to such Clearing Account for the price of all purchase transactions placed therein.

(c) In the event that, for any reason, Schwab does not receive full payment for any mutual fund shares purchased by Schwab upon Correspondent’s instructions, Schwab shall promptly notify Correspondent of non-payment, and Correspondent will make up the settlement shortfall on the next day on which the New York Stock Exchange is open for business (a “Business Day”). If the settlement shortfall is not fully paid on the next Business Day, Schwab may, in its sole discretion, debit or offset the amount of the shortfall against the Correspondent’s Risk Account or Letter of Credit (as each term is defined below) pursuant to Section 7 of this Agreement. If the Risk Account or Letter of Credit is insufficient to make full payment with respect to such shortfall, then (i) Correspondent shall pay the full amount of losses promptly, upon demand, and (ii) notwithstanding any of the foregoing, Schwab may, in its sole discretion, sell the identified non-paid for mutual fund shares sufficient to meet such shortfall and charge any losses and expenses that it may incur in connection with such sales to Correspondent’s account.

7. Risk Account; Letter of Credit. To secure unpaid debits in the Clearing Accounts resulting from a settlement shortfall (“Unpaid Debits”) under this Agreement, Correspondent shall, on or prior to the clearing of any mutual fund transactions by Schwab, elect either to open a Risk Account or establish a Letter of Credit.

7

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

(a) Risk Account. Correspondent may open an account at Schwab to be registered in its own name (the “Risk Account”) and deposit at least two hundred fifty thousand Dollars ($250,000.00) in cash in the Risk Account. A completed new account application and required supporting documentation must be provided to Schwab prior to the opening of such Risk Account, a form of which is set forth in Exhibit H hereto. Correspondent hereby grants and transfers to Schwab a general lien and security interest in the Risk Account and any and all assets now or hereafter held or maintained in the Risk Account, together with any and all payments and proceeds of or on the foregoing, to secure all Unpaid Debits; or

(b) Letter of Credit. Correspondent may obtain a letter of credit in the amount of at least two hundred fifty thousand Dollars ($250,000.00) issued by a financial institution acceptable to Schwab, in substantially the form of Exhibit C hereto (“Letter of Credit”).

(c) In connection with its exercise of its rights as creditor hereunder, Schwab may charge the Risk Account or the Letter of Credit, as the case may be, with the amount of any Unpaid Debits at such time or times as Schwab may deem appropriate. Any charges made against the Risk Account or the Letter of Credit shall not constitute a waiver of any other right or remedy Schwab may have under this Agreement or under applicable law. If from time to time average daily purchase transactions for four (4) consecutive weeks (“Four Week Average”) exceeds one million Dollars ($1,000,000.00), Schwab may increase the amount that Correspondent is required to maintain in the Risk Account or obtain for the Letter of Credit (the “Risk Amount”) by providing written notice by commercial overnight carrier of such increased Risk Amount to Correspondent, and Correspondent shall either deposit sufficient additional cash into the Risk Account or cause the Letter of Credit to be increased to comply with such increased Risk Amount within three (3) Business Days after receipt of such notice; provided, however, that the Risk Amount specified in the notice, which will include any increase in the Risk Amount contemplated under this paragraph, shall not exceed twenty five percent (25%) of the Four Week Average immediately preceding Schwab’s notice. In the event of any debit or offset against the Risk Account or Letter of Credit for any Unpaid Debits or otherwise, Correspondent shall within three (3) Business Days either deposit cash in the Risk Account or cause the Letter of Credit to be increased sufficient to bring the value of such account or instrument back to the level required pursuant to this Section 7. Correspondent’s failure to increase the value of the Risk Account or Letter of Credit as required herein shall constitute a material breach of this Agreement which shall permit Schwab to terminate this Agreement in accordance with Section 16 of this Agreement. Correspondent shall notify Schwab in writing of the authorized person at Correspondent who will direct investments and receive confirms and statements in a Risk Account, and receive notice of increase in the deposit amount for a Risk Account or Letter of Credit, as set forth in this Section 7. Subject to Schwab’s general lien and security interest described above, any interest, dividends, capital gains, or other earnings on assets in the Risk Account shall accrue to the benefit of Correspondent and Correspondent shall have all ownership interest therein.

(d) Correspondent acknowledges that the Risk Account and the net capital treatment by Correspondent of the money in the Risk Account is subject to certain SEC requirements under Rule 15c3-1 and 15c3-3 of the 1934 Act, and that Correspondent agrees to provide necessary information and documentation in order to comply with these requirements. Money of Correspondent held in the Risk Account does not represent an ownership interest in Schwab. Any remaining credit balances in the Risk Account after the discharge of Unpaid Debits will be returned to the Correspondent within thirty (30) calendar days after the cancellation of this Agreement. The thirty calendar day period shall commence five (5) Business Days after the initial transfer of Customer Sub-Accounts.

8

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

8. Fees and Payments. The parties shall make such payments to each other as are set forth on the fee schedule attached hereto as Exhibit B, which fee schedule may be amended by Schwab at any time following the fifth anniversary of the Initial Conversion End Date (as defined in Section 14 of this Agreement) upon ninety (90) days prior written notice to Correspondent, provided that Schwab may amend such fee schedule at any time by written notice to Correspondent with respect to services not offered as of the date hereof at prices contained in such notice. The fees due Schwab hereunder shall be an obligation of Correspondent, and no such fees shall be directly charged to Customers as fees due to Schwab. Nothing in this Section 8 shall prevent Correspondent from imposing transaction fees or charges on its Customers for transactions in mutual fund shares cleared and settled through Schwab.

9. Representations and Warranties.

(a) Correspondent represents and warrants that:

(1) it is duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized and that it is a member firm in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and that it is a broker-dealer registered with the SEC under the 1934 Act;

(2) it has all requisite authority under applicable law, rules and regulations of any Regulatory Authority to which it is subject, to enter into this Agreement and to retain the services of Schwab in accordance with the terms hereof and the person signing this Agreement on its behalf is an officer of Correspondent authorized to execute this Agreement;

(3) it will act in accordance with all applicable laws, rules and regulations of any Regulatory Authority to which it is subject and it and each of its principals and registered representatives is in compliance in all material respects, and during the term of this Agreement will remain in compliance in all material respects, with, among other things, the registration, qualification, capital, financial, reporting, customer protection, and other requirements of every Regulatory Authority to which jurisdiction Correspondent and each of its principals and registered representatives are subject;

(4) to the best of its knowledge, it has disclosed to Schwab every action, suit, investigation, or proceeding (formal or informal) pending or threatened against or affecting Correspondent or any officer, employee, principal, registered representative, agent or affiliate of Correspondent (“Correspondent’s Affiliates”), or their respective property or assets, that potentially will have a material impact on Correspondent’s ability to perform under this Agreement (including its ability to pay or receive fees under this Agreement). Correspondent shall notify Schwab promptly, but in any event within twenty-four (24) hours, of the initiation of any such action, suit, investigation, or proceeding that potentially will have a material impact on Correspondent’s ability to perform under this Agreement (including its ability to pay fees when due under this Agreement);

(5) it has provided to Schwab accurate information, including but not limited to information related to operational and technological compatibility, and data regarding current asset levels and expected asset growth, upon which Schwab has reasonably relied in analyzing the business opportunity presented, conducting appropriate due diligence of Correspondent and in entering into this Agreement with Correspondent;

9

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

(6) all securities held in the Clearing Account will be for the accounts of Correspondent’s Customers and the hypothecation of such securities by Correspondent will not contravene any provision of Rules 8c-l or 15c2-l of the 1934 Act or any other SEC rule on the hypothecation of customers’ securities by brokers or dealers;

(7) with respect to Customers that are plans subject to section 4975 of the Internal Revenue Code (the “Code”), including individual retirement accounts, either (i) it does not act as a fiduciary as defined in the Employee Retirement Income Security Act of 1974 (“ERISA”) or section 4975 of the Code in connection with the shares held in the Clearing Accounts, (ii) no transaction involving shares held in the Clearing Accounts will result in the Correspondent engaging in a prohibited transaction as defined in ERISA or section 4975 of the Code, or (iii) any transaction involving shares in the Clearing Accounts that satisfies the definition of a prohibited transaction under ERISA or section 4975 of the Code qualifies for a statutory or administrative prohibited transaction exemption under ERISA;

(8) it has established and will maintain an anti-money laundering program reasonably designed to comply with all applicable AML laws and regulations, including applicable provisions of the Bank Secrecy Act and the USA PATRIOT Act of 2001, as well as with the regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (an “AML Program”). As part of its AML Program, Correspondent will take reasonable steps to identify the customers for whom it acts in its dealings and will monitor, consistent with statutory and regulatory requirements, the transactions of such customers to detect and, where appropriate, report suspicious activities. Correspondent agrees to provide a written certification as to its compliance with applicable AML laws and regulations, and will cause Initial Correspondent to provide a written certification as to its compliance with applicable AML laws and regulations, upon reasonable written request of Schwab or a Fund. Upon reasonable written request by Schwab or a Fund, Correspondent shall, to the extent necessary, (i) provide information about its Customers and relevant transactions that Schwab or a Fund reasonably believes is needed to fulfill any anti-money laundering obligations imposed by law, rule or regulation on Schwab or the Fund, provided Correspondent is permitted by applicable laws, rule and regulations to share such information, and (ii) use reasonable efforts to obtain such information from an Initial Correspondent as is necessary to fulfill such written request;

(9) if and as applicable, it has entered into a clearing agreement with each Initial Correspondent that complies in all material respects with applicable regulatory requirements, including but not limited to FINRA Rule 4311 and the requirements thereunder for allocation of responsibilities between Correspondent and Initial Correspondent; and

(10) it has, prior to the Effective Date, notified Schwab in writing of the existence of any financial services firm or other entity that provides to Correspondent mutual fund clearing services similar to the clearing services provided by Schwab hereunder.

10

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

(b) Schwab represents and warrants that:

(1) it is duly organized and validly existing in good standing under the laws of the State of California and it is a member firm in good standing of FINRA and a broker-dealer registered with the SEC under the 1934 Act;

(2) it has all requisite authority under applicable laws, rules and regulations of any Regulatory Authority to which it is subject, to enter into and perform its obligations under this Agreement and the person signing this Agreement on its behalf is an officer of Schwab authorized to execute this Agreement;

(3) it will act in accordance with all applicable laws, rules and regulations of any Regulatory Authority to which it is subject and it and each of its principals and registered representatives is in compliance in all material respects, and during the term of this Agreement will remain in compliance in all material respects, with, among other things, the registration, qualification, capital, financial, reporting, customer protection, and other requirements of every Regulatory Authority to which jurisdiction Schwab and each of its principals and registered representatives are subject; and

(4) to the best of its knowledge, it has disclosed to Correspondent every action, suit, investigation, or proceeding (formal or informal) pending or threatened against or affecting Schwab or any officer, employee, principal, registered representative or agent of Schwab (“Schwab’s Affiliates”), or their respective property or assets, that potentially will have a material impact on Schwab’s ability to perform under this Agreement. Schwab shall notify Correspondent promptly, but in any event within twenty-four (24) hours, of the initiation of any such action, suit, investigation, or proceeding that potentially will have a material impact on Schwab’s ability to perform under this Agreement.

(c) If during the term of this Agreement the foregoing representations and warranties made by Correspondent or Schwab above are no longer accurate, then Correspondent or Schwab, as appropriate, shall promptly notify the other party thereof.

10. Indemnification and Limitations of Liability.

(a) By Correspondent.

(1) In addition to any other obligations Correspondent may have under other provisions of this Agreement, Correspondent shall indemnify, defend, and hold harmless Schwab and Schwab’s Affiliates from and against all claims, demands, proceedings, suits, and actions and all liabilities (including, without limitation, any excise taxes imposed by the Code or any penalties imposed by the Department of Labor for any violation of ERISA), reasonable expenses, reasonable attorney’s fees, and costs in connection therewith (including reasonable expenses, reasonable attorney’s fees and costs incurred in pursuing an indemnification claim hereunder) (collectively “Claims”) arising out of one or more of the following:

(A) Correspondent’s gross negligence, reckless disregard, or willful misconduct in performing, or material failure to perform, any of its responsibilities or obligations under this Agreement;

11

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

(B) Any dishonest, fraudulent, reckless, or criminal act or omission on the part of Correspondent, Correspondent’s Affiliates, any Customer, or any Initial Correspondent relating to or arising out of this Agreement;

(C) Material breach by Correspondent of any representation or warranty made by it under this Agreement, including, but not limited to, any breach of confidentiality as provided under Section 12( d) of this Agreement;

(D) Any proceeding against Correspondent or Correspondent’s Affiliates brought by a Customer, or any investigation or proceeding against Correspondent initiated by a Regulatory Authority to the extent it relates to or arises out of this Agreement;

(E) The failure of Correspondent to make payment when due for securities purchased for a Clearing Account;

(F) Any adverse claims with respect to any securities of Customers cleared by Schwab pursuant to this Agreement;

(G) Any claim or proceeding against Schwab by any Customer, Fund, or Regulatory Authority to the extent based on conduct or omissions of Correspondent or any Initial Correspondents with respect to mutual fund transactions processed under this Agreement;

(H) Any claim by any Customer arising out of the clearing relationship between Correspondent and Schwab; and

(I) Any act or omission of Correspondent or Correspondent’ s Affiliates that infringes on any patent, trade secret, copyright, trademark or other intellectual property right of Schwab.

Correspondent shall not be obligated to indemnify Schwab for Claims arising out of any of the foregoing to the extent that such Claims are caused by Schwab’ s material breach of this Agreement or Schwab’ s willful misconduct, reckless disregard or gross negligence in the performance of, or material failure to perform, its obligations under this Agreement.

(b) By Schwab.

(1) In addition to any other obligations Schwab may have under other provisions of this Agreement, Schwab shall indemnify, defend, and hold harmless Correspondent and Correspondent’s Affiliates from and against all Claims arising out of one or more of the following:

(A) Schwab’ s gross negligence, reckless disregard, or willful misconduct in performing, or material failure to perform, any of its responsibilities obligations under this Agreement;

12

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

(B) Any dishonest, fraudulent, reckless, or criminal act or omission on the part of Schwab or Schwab’s Affiliates with respect to the Services provided by Schwab under this Agreement; and

(C) Material breach by Schwab of any representation or warranty made by it under this Agreement; and

(D) Any investigation of or proceeding against Schwab initiated by a Regulatory Authority to the extent it relates to or arises out of this Agreement.

Schwab shall not be obligated to indemnify Correspondent for Claims arising out of any of the foregoing to the extent that such Claims are caused by Correspondent’s material breach of this Agreement or Correspondent’s willful misconduct, reckless disregard, or gross negligence in the performance of, or material failure to perform, its obligations under this Agreement.

(c) General

(1) The party seeking indemnification shall promptly provide written notice to the other party, pursuant to the terms of the Agreement, of any Claim which it believes falls within the scope of this Section 10. For any of the Claims defined above either (A) the indemnifying party shall defend the other party against such Claim and bear all costs of defense, in which case the indemnifying party must retain legal counsel reasonably acceptable to the other party, or (B) if the indemnifying party declines or fails to undertake the defense of such Claim, the other party may defend itself against such Claim, and the indemnifying party shall reimburse the other party for all reasonable costs of doing so. If the indemnifying party assumes the defense of any such Claim, the other party may retain its own counsel, and shall be responsible for fees and costs associated with the retention of counsel, provided that the indemnifying party shall control such defense and all negotiations relative to the settlement of such Claim. Regardless of which party assumes the defense of any claim, neither party shall settle a Claim in a manner which adversely affects the other party without the other party’s prior written consent. The exercise of the right to participate in or assume the responsibility for any such defense shall not limit in any way either party’s right to indemnification under this Section.

(2) Neither party shall be liable for special, indirect, incidental, consequential or punitive damages which the other party, its Affiliates, or any other third party may incur or experience, whether such damages are incurred or experienced as a result of entering into or relying on this Agreement or otherwise, even if the party has been advised of the possibility of such damages. Notwithstanding anything set forth in this Agreement, no limitation or waiver of liability, remedy or exculpation of either party shall apply to (a) any liability, loss or claim arising out of or in connection with acts or omissions that constitute bad faith, willful misconduct, gross negligence, or intentional breach of this Agreement or (b) any liability, loss or claim arising out of or in connection with a breach by either party of Section 12 related to confidentiality.

(3) Notwithstanding anything herein to the contrary, a party shall not be liable for any damages caused by conditions beyond its control, including, but not limited to, war, natural disasters, government restrictions, exchange or market rulings, strikes, interruptions of communications or data processing services, or disruptions in orderly trading on any exchange or market (each a “Force Majeure Event”, collectively “Force Majeure Events”).

13

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

11. Third Party Data and Services

(a) Fund information, including but not limited to pricing and distribution information, provided to Correspondent under this Agreement (collectively, “Fund Data”) is obtained from sources Schwab believes to be reliable, including directly from fund companies or their agents, and independent data providers, consistent with industry practice. Correspondent acknowledges that the Fund Data transmitted by Schwab to Correspondent may include CUSIP data. Correspondent warrants that it has entered into a separate license or similar agreement with the CUSIP data provider or its agent or will enter into such an agreement prior to accepting such data transmission from Schwab. Schwab reserves the right to filter the Fund Data provided to Correspondent under this Agreement and will use commercially reasonable efforts to ensure that the most accurate and complete Fund Data is being provided to Correspondents. The parties recognize that there may unavoidable delays in the receipt of the Fund Data, or unintentional omissions and inaccuracies in such Fund Data, which Schwab shall correct or cause to have corrected as soon as reasonably possible following discovery of such error. Schwab will indemnify Correspondent for omissions or inaccuracies in the Fund Data if and to the extent such omissions or inaccuracies were caused by Schwab’s gross negligence or willful misconduct. This section does not limit the correspondent’s obligations under Section 5(c) of this Agreement to notify Schwab of any such omissions or inaccuracies upon discovery.

(b) Correspondent acknowledges that Schwab may receive and rely on instructions directly from a mutual fund by contract or exhibit thereto. Pursuant to its contract(s) with the Funds, Schwab is entitled to rely on such instructions received directly from a Fund in connection with the purchase and redemption of Fund shares and the processing of transactions related to Fund shares. Schwab will notify Correspondent of the instructions received directly from the Funds, and Correspondent agrees to comply with instructions Schwab provides that have been received from the Funds and that are timely provided to Correspondent.

(c) In the event the parties discover inconsistencies between the mutual fund instructions or Fund Data provided to Correspondent by Schwab and mutual fund instructions or Fund Data received by Correspondent through other means or sources, including the Fund prospectus, the parties agree to work together to promptly resolve such inconsistencies.

12. Relationship of the Parties, Use of Names and Confidentiality.

(a) Neither this Agreement nor the performance of the services hereunder will be considered to create a joint venture or partnership between Schwab and Correspondent or between Correspondent and other financial institutions for which Schwab may perform the same or similar services.

(b) Use of Parties’ Names. Neither Schwab nor Correspondent shall utilize the name of the other, without the prior written consent of the other in each instance: (i) in advertising, marketing materials, publicity, or any other publication or electronic media, including the name of any affiliate, partner or employee of Correspondent or Schwab, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by Correspondent or Schwab;

14

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

(ii) to represent, directly or indirectly, that any product or any service provided by Schwab or Correspondent respectively, has been approved or endorsed by the other; or (iii) to create the impression that the relationship between them is anything other than that of clearing broker and correspondent. Notwithstanding anything in this Agreement, and for avoidance of doubt, the parties acknowledge and agree that a Fund or Regulatory Authority may request, and Schwab may need to provide, the identity of Correspondent and any Initial Correspondent in the course of providing the services contemplated under this Agreement, and Schwab may use the name of Correspondent and any Initial Correspondent, or other identifier such as a dealer or branch code, to fulfill any such request or requirement, or for such other purpose as is necessary to perform its obligations under this Agreement. Further, Correspondent acknowledges that Schwab will provide to CUSIP Global Services (CGS) Correspondent’s name, address, contact name, telephone and facsimile numbers, and electronic mail address, to allow CGS to verify that Correspondent has entered into an appropriate CUSIP data license agreement.

(c) Use of Fund Names. Correspondent and Initial Correspondents may use the names, logos or other identifying marks of a Fund Company or Funds in advertising or promotional materials only for the limited purpose of indicating that Fund shares are available for purchase through Correspondent. Correspondent agrees to notify and obtain Fund or Fund Company approval prior to any other use by Correspondent or an Initial Correspondent of Fund or Fund Company names, logos or other identifying marks. Schwab may restrict or prohibit the use of the names, logos or other identifying marks of a Fund Company or Fund upon either’s request. Any advertising materials prepared by or promotional activities carried out by Correspondent that use a Fund’s or Fund Company’s name or logo shall be consistent in all material respects with the Fund’s currently effective prospectus or other offering documents, and all such materials and activities shall comply with all applicable laws, rules and regulations, including those of each Regulatory Authority to which Correspondent is subject.

(d) Confidentiality. Neither Schwab nor Correspondent shall disclose the terms of this Agreement to any outside party except (i) as required, to judicial or regulatory bodies with appropriate jurisdiction (provided the disclosing party takes reasonable steps to give the other party sufficient prior notice in order to allow the other party, at its discretion, to contest such required disclosure) or (ii) to authorized employees and agents on a need-to-know basis and who are bound by the terms of this Agreement or terms substantially similar to the terms set forth herein. Any other publication or disclosure of the terms of this Agreement may be made only with the prior written consent of the other party.

(i) Definition of Confidential Information. The term “Confidential Information” means all information or material that either party discloses to the other, whether in writing, electronically or orally, and whether in tangible or intangible form, which: (i) gives a party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of a party; or (ii) is either (a) marked “Confidential,” “Restricted,” or “Proprietary Information” or other similar marking, (b) known by the parties to be considered confidential and proprietary, or (c) from all the relevant circumstances should reasonably be known to be confidential and proprietary. By way of example and not limitation, Confidential Information includes: (i) any information concerning a party’s, its agents’ or licensors’ technology, such as systems, source code, databases, hardware, software, programs, applications, engine protocols, routines, models, displays and manuals, including, without limitation, the selection, coordination, and arrangement of the contents thereof; and (ii) any information concerning a party’s, its agents’ or licensors’ financial or business plans

15

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

or operations, such as research activities and plans, marketing or sales plans, pricing or pricing strategies, operational techniques, internal controls, compliance policies, methods of operation, security procedures, strategic plans, Customer Information (as defined below), and unpublished financial information, including information concerning revenues, profits and profit margins. Notwithstanding the foregoing, the identity of the Funds that have entered into a clearing, custody, execution or other type of relationship with either the Receiving Party (as defined below) or Disclosing Party (as defined below) shall not be deemed to be Confidential Information.

(ii) Restrictions on Use. The party providing Confidential Information in each case shall be called the “Disclosing Party” and the party receiving the Confidential Information shall be called the “Receiving Party”. The Receiving Party shall not use, without the prior written consent of the Disclosing Party, any portion of the Disclosing Patty’s Confidential Information for any purpose other than to perform its obligations under this Agreement. Each party agrees that:

(1) it will hold the Confidential Information of the other party in the strictest confidence;

(2) it will exercise no less care with respect to the other party’s Confidential Information than the level of care exercised with respect to its own Confidential Information;

(3) it will not, without the other party’s prior written consent, copy or disclose to any third party any portion thereof;

(4) it will notify immediately the other party of any unauthorized disclosure or use, and will reasonably cooperate with the other to protect all proprietary rights in and ownership of its Confidential Information; and

(5) it will restrict dissemination of the Confidential Information of the other party to only those persons within or related to its organization who are directly involved in the performance of obligations under this Agreement, and who are bound by the terms of this Agreement or terms substantially similar to the terms set forth herein.

(iii) Exceptions. The foregoing shall not prohibit or limit the Receiving Party’s use, disclosure, reproduction or dissemination of the Disclosing Party’s Confidential Information which:

(1) is or becomes public domain information or material through no fault or breach on the part of the Receiving Party;

(2) as demonstrated by the written records of the Receiving Party, was already lawfully known (without restriction on disclosure) to the Receiving Party prior to the information being disclosed to the Receiving Party by the Disclosing Party or any representative of the Disclosing Party;

16

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

(3) has been or is hereafter rightfully furnished to the Receiving Party without restriction on disclosure by a third person lawfully in possession thereof;

(4) has been independently developed, by or for the Receiving Party, without reference to the Confidential Information of the Disclosing Party; or

(5) is required to be disclosed, but only to the extent required, by court order, or pursuant to applicable law, regulation or self-regulatory organization rules, provided that the Receiving Party notifies the Disclosing Party so that the Disclosing Party may have a reasonable opportunity to obtain a protective order or other form of protection against disclosure. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Confidential Information, including Customer Information, so disclosed.

It shall be presumed that any Confidential Information of the Disclosing Party in the possession of the Receiving Party that has been disclosed to it by the Disclosing Party or any representative of the Disclosing Party is not within any of the exceptions above, and the burden is on the Receiving Party to prove otherwise by records and documentation.

(iv) Notwithstanding Section 12(d) above, Correspondent acknowledges and agrees that Schwab may disclose Correspondent’s or Initial Correspondent’s name, geographic location of either’s branch offices, and positions and transactions in a Fund’s shares by each such branch office, to each such Fund, or its affiliates or agents as directed by such Fund, whose shares are cleared under this Agreement.

(v) Privacy. Notwithstanding the generality of the foregoing and in addition thereto, each party acknowledges that the other party is and/or will be subject to United States federal and state laws, rules and regulations governing privacy and confidentiality (“Privacy Laws”) of all disclosed data and information however collected or received, including without limitation, through “cookies,” Web bugs or non-electronic means pertaining to or identifiable to personal information of or regarding the other party’s customer(s) or prospective customer(s) (“Customer Information”), including without limitation, name, address, email address, passwords, personal financial information, personal preferences; demographic data; marketing data; data about securities transactions; credit data, or any other identification data. Each party agrees to cooperate with each other with respect to the other’s obligations under the Privacy Laws. Each party will comply, with all applicable Privacy Laws relating to the collection, use and disclosure of the other party’s Customer Information provided to or accessible by such party pursuant to this Agreement. Each party certifies that it has implemented and will maintain an effective information security program to protect Customer Information, which program includes sufficient administrative, technical and physical safeguards reasonably designed to (a) insure the security and confidentiality of the other party’s customer records and information; (b) protect against any anticipated threats or hazards to the security or integrity of the other party’s customer records and information; and (c) protect against unauthorized access to or use of the other party’s customer records and information that could result in substantial harm or inconvenience to any such customer. Each party will restrict dissemination of the Customer Information of the other party to only those Related Persons who are directly involved in the performance of obligations under this Agreement, and who are bound by terms substantially similar to, but no less restrictive than, the terms set forth herein.

17

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

(vi) Return of Materials. Each party agrees that at any time upon the written request of the other party to this Agreement and at termination of this Agreement, it will promptly: (a) at the Confidential Information owner’s option, return or destroy all originals and copies of all documents and materials it has received from such owner containing Confidential Information, except such copies as the Receiving Party is required to retain by the record retention provisions implemented in accordance with applicable law, rule or regulation, and (b) upon request, provide a written statement to the owner of Confidential Information certifying that all documents and materials referred to in this paragraph have been delivered to such owner or destroyed, as applicable.

(e) Equitable Relief. Each party agrees and acknowledges that any breach of this Section 12 would cause the other party irreparable harm for which monetary damages would be inadequate. Accordingly, notwithstanding anything in this Agreement to the contrary, either party will be entitled to seek injunctive relief to remedy any threatened or actual breach of this Section 12 by the other party, as well as monetary damages.

13. Relationship to Customers. It is understood and agreed that Schwab is acting as clearing broker for Correspondent, and not as broker for any Customer or for any other person, in respect of transactions in the Clearing Accounts. Correspondent is liable to Schwab for all commitments incurred and amounts due on transactions in any of such Clearing Accounts.

14. Effective Date, Term.

(a) Effective Date. This Agreement will not become effective unless and until it is approved by any Regulatory Authority or securities exchange with regulatory jurisdiction over Schwab or Correspondent, if such approval is required by such Regulatory Authority or exchange. Correspondent and Schwab agree that, in the event a regulatory organization requires changes to this Agreement prior to approval, each will make best faith efforts to cooperate to reach consensus on such changes to obtain any required regulatory approval.

(b) Term. The initial term of this Agreement (the “Initial Term”) shall commence on the date on which Schwab begins clearing transactions hereunder (the “Start Date”) and shall end four (4) years after the date on which the parties complete the Initial Conversion, as defined below (such date referred to hereinafter as the “Initial Conversion End Date”). The parties agree to confirm in writing with each other (such writing may be by email) the Start Date and Initial Conversion End Date. Following the Initial Term, this Agreement shall remain in effect until terminated by either party pursuant to Section 16 of this Agreement. For purposes of this Agreement, “Initial Conversion” shall mean the period of time beginning the date on which Customer assets and positions for which Schwab will be providing clearing services under this agreement (“Eligible Assets”) are first transferred into the Clearing Accounts and ending on the date on which at least 90% of all Eligible Assets have been transferred into the Clearing Accounts.

18

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

15. Exclusivity

(a) Other Correspondent Agreements. Correspondent agrees that, during the Initial Term, Correspondent shall not enter into a similar agreement with any other broker or financial service provider in addition to or instead of Schwab to clear, and shall not self-clear, Customers’ transactions in the following: (1) NTF Funds, as defined in Section 1.1 of Exhibit B; (2) Revenue Load Funds, as defined in Section 1.3(a) of Exhibit B, (3) TF Funds, as defined in Section 1.2 of Exhibit B, and (4) transactions in Non-Revenue Load Funds as defined in Section 1.3(b) of Exhibit B, so long as such shares are held by Schwab in an omnibus account at Fund Company. For avoidance of doubt, Correspondent may self-clear transactions in the following: (1) funds not covered on the approved list of mutual funds provided to Correspondent by Schwab at the time of execution of this Agreement and amended periodically thereafter from time to time (the “Clearing Fund List”), (2) “sweep” money market mutual fund balances; and (3) transactions in such other mutual funds as identified and mutually agreed upon by the parties in writing. Upon reasonable notice to Correspondent, and at times reasonably convenient to Correspondent, Schwab shall have the right to inspect the books and records of Correspondent, with respect to whether all mutual fund securities required to be cleared through Schwab under this Agreement are being cleared through Schwab in accordance with this exclusivity provision.

(b) Other Schwab Agreements. Schwab reserves the right to enter into similar agreements with other brokers or financial service providers and on terms and conditions which may vary from those contained herein.

16. Termination.

(a) Notwithstanding the following paragraphs, this Agreement may be terminated at any time by written Agreement of the parties hereto.

(b) During the Initial Term, neither party may terminate this Agreement except by written Agreement of the parties hereto or as follows:

(i) if either party is in material breach in the performance of its obligations under this Agreement, or otherwise materially violates the provisions of this Agreement, the non-defaulting party may terminate this Agreement by delivering written notice to the defaulting party (a) specifying the nature of the material breach and (b) notifying the defaulting party that unless the default is cured within a period of five (5) days from receipt of the notice, this Agreement will be terminated without further proceedings by the non-defaulting party. Nothing in this Section 16(b)(i) shall restrict the ability of either party to enforce any other rights under this Agreement, including but not limited to, the immediate exercise of rights to foreclose or liquidate securities. In the event either party terminates this Agreement pursuant to this sub-section, the party receiving the termination notice shall pay the reasonable expenses of the party providing the termination notice in connection with converting and/or closing the Clearing Accounts.

(ii) either party may terminate this Agreement immediately if the other party is enjoined, disabled, suspended, prohibited or otherwise unable to engage in the securities business as a result of an administrative or judicial proceeding or action by any Regulatory Authority. In the event

19

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

either party terminates this Agreement pursuant to this sub-section, the party that is enjoined, disabled, suspended, prohibited or otherwise unable to engage in the securities business shall pay the reasonable expenses of the other party in connection with converting and/or closing the Clearing Accounts.

(c) Following the Initial Term the Agreement may be terminated by either party as follows:

(i) on ninety (90) days prior written notice to the other party, without cause and without payment of any penalty; or

(ii) immediately by either party if

(1) the other party is in material breach in the performance of its obligations under this Agreement, or otherwise materially violates the provisions of this Agreement, the non-defaulting party may terminate this Agreement by delivering written notice to the defaulting party (a) specifying the nature of the material breach and (b) notifying the defaulting party that unless the default is cured within a period of five (5) days from receipt of the notice, this Agreement will be terminated without further proceedings by the non-defaulting party. Nothing in this Section 16(c)(ii)(l) shall restrict the ability of either party to enforce any other rights under this Agreement, including but not limited to, the immediate exercise of rights to foreclose or liquidate securities. In the event either party terminates this Agreement pursuant to this sub-section, the party receiving the termination notice shall pay the reasonable expenses of the party providing the termination notice in connection with converting and/or closing the Clearing Accounts.

(2) the other party is enjoined, disabled, suspended, prohibited or otherwise unable to engage in the securities business as a result of an administrative or judicial proceeding or action by any Regulatory Authority. In the event either party terminates this Agreement pursuant to this sub-section, the party that is enjoined, disabled, suspended, prohibited or otherwise unable to engage in the securities business shall pay the reasonable expenses of the other party in connection with converting and/or closing the Clearing Accounts.

(d) Deconversion Period. If this Agreement is terminated or if either party elects not to renew this Agreement after the Initial Term or subsequent renewal term, the parties shall effect the transfer of assets and clearing services to Correspondent or its designee (“Successor”) during a six (6) month deconversion period (“Deconversion Period”) following notification of termination or intent to not renew the Agreement at the end of a Term, or such Deconversion Period as the parties may agree is necessary to accomplish the orderly transfer of assets and services. Each party shall pay its own expenses in connection with the transfer of assets and services except (i) as set forth elsewhere in this Section, (ii) if the Deconversion Period is shortened upon request of Correspondent, in which case Correspondent shall pay Schwab’s expenses in connection with converting and/or closing the Clearing Accounts; or (iii) in the event Correspondent requests custom programming or heightened levels of support during the Deconversion Period, in which case the parties will agree in writing prior to Schwab incurring such additional costs as to how the costs are to be allocated between the parties. In connection with any termination or expiration of this Agreement, Schwab will provide all necessary assistance to allow the services described herein to continue without interruption or adverse effect and to facilitate the

20

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

orderly and prompt transfer of the services to Correspondent or the Successor. Until such assets are removed from Schwab’s books and records, the parties agree that each party will pay to the other party any fees payable pursuant to Exhibit B based on such assets, and further, the parties agree that all terms of the Agreement will apply until such assets are removed from Schwab’s books and records.

(e) Survival. Termination of this Agreement in any manner shall not terminate, affect or impair any rights, obligations or liabilities of either party with respect to transactions effected prior to the effective date of such termination, whether or not claims relating to such transactions or obligations shall have been made before or after such termination. Sections 6, 10, 12, 16, 18, 20, 21, 22 and 23, and Exhibit B shall survive termination of this Agreement. With respect to all securities positions or Clearing Accounts following termination of this Agreement, and the Deconversion Period, if applicable, Schwab shall have no obligation to execute any purchase orders, and Schwab shall be entitled to transfer to the name of Correspondent all securities positions on the books and records of the issuing investment companies. Schwab shall be entitled to continue to receive all compensation and to retain any credit balances in the Risk Account and Correspondent shall be required to maintain any Letter of Credit in Schwab’s favor on the effective date of termination hereof, and Schwab’s right of setoff against such amounts or Letter of Credit hereunder shall continue, as long as there remain any Unpaid Debits in respect to any Clearing Account. Upon the settlement of all transactions and the discharge of all Unpaid Debits, Schwab shall return to Correspondent any remaining credit balances in the Risk Account or release any Letter of Credit as applicable.

(f) Termination Through Contract Buy-Out. Correspondent may exercise an option to terminate this Agreement (“Buy-Out”) anytime after the third anniversary of the Initial Conversion End Date by providing written notice to Schwab of Correspondent’s intent to exercise the Buy-Out, by the last business day of June in year three. The Buy-Out payment shall be determined as follows:

Buy-Out Period		Dollar Amount
Year4	$	[****]

17. Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement and will be deemed given: (a) when sent by confirmed facsimile; (b) five (5) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; (c) one (1) business day after deposit with a commercial overnight carrier, with written verification of receipt; or (d) upon personal delivery. All communications will be sent to the addresses set forth below or to such other address as may be designated by a party by giving written notice to the other party pursuant to this section:

APEX Clearing Corporation

350 N. St. Paul Street 1300

Dallas, TX 75201

Attn: John Kenny

Attn: Jeff Logan

21

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

Charles Schwab & Co., Inc.

211 Main Street

San Francisco, CA 94105

Attn: Mutual Fund Clearing Services

18. Entire Agreement. This Agreement together with its Exhibits states the entire agreement between the parties with respect to the subject matter contained herein. This Agreement may not be changed orally, but only in writing and except as otherwise expressly set forth herein, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

19. Assignment. Neither party may assign this Agreement without obtaining the prior written consent of the other party and any attempted assignment shall be null and void; provided, however, that Schwab may, without the consent of Correspondent, assign its rights and obligations under this Agreement to any entity that acquires substantially all of the clearing business of Schwab or into which Schwab is merged, consolidated or otherwise reorganized; and provided, further, that Correspondent may, without the consent of Schwab, assign its rights and obligations under this Agreement to any entity into which Correspondent is merged, consolidated or otherwise reorganized. Any party that assigns this Agreement (whether by operation of law or otherwise) shall provide at least thirty (30) days’ prior written notice to the other party. Any assignment of this Agreement shall be subject to the requisite review, approval and consent of any regulatory or self-regulatory agency or body whose review, approval and consent must be obtained prior to the effectiveness and validity of such assignment. Provided written consent and regulatory approval is obtained, this Agreement shall be binding upon and shall inure to the benefit of the respective successors and assigns of Correspondent and Schwab.

20. Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts between California residents entered into and to be performed entirely within the state.

21. Arbitration. In the event of a dispute between Correspondent and Schwab relating to or arising out of this Agreement or the relationship of the parties hereto, the parties will submit the matter to arbitration in accordance with the following.

(a) Arbitration will be held in accordance with the rules and regulations of FINRA, except, (i) in the event that FINRA is unwilling to accept jurisdiction of the matter, such arbitration will be held in accordance with the rules and regulations of the American Arbitration Association, and (ii) in the event that a non-party to this Agreement brings an arbitration against Schwab or Correspondent relating to or arising out of this Agreement, then the parties agree to arbitrate in whichever arbitration forum such arbitration is brought. In the event that (i) a non-party initiates a judicial proceeding against Schwab or Correspondent relating to, or arising out of, this Agreement, (ii) such claim cannot be compelled to arbitration, and (iii) Schwab or Correspondent asserts a claim against the other party in connection with such proceeding, then the parties agree to submit to the jurisdiction of the court in that judicial proceeding.

22

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

(b) If arbitration is brought by one of the parties hereto, the number of arbitrators shall be three (3), and they will be selected in accordance with the rules and regulations of the FINRA or American Arbitration Association, as appropriate. The arbitrators shall be attorneys, or retired attorneys, specializing in securities law. Any award of the arbitrators will be limited to compensatory damages and will be conclusive and binding upon the parties. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16 to the exclusion of state laws inconsistent therewith, and judgment upon the award may be entered in any court having jurisdiction.

(c) Each party shall bear its own expenses, including legal and accounting fees, if any, with respect to the arbitration. The arbitrator will designate the party to bear the expenses of the arbitration or the respective amounts of such expense to be borne by each party. Any costs, fees or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of the award.

(d) Nothing in this Section 21 will prevent any party from resorting to judicial proceedings for injunctive relief to prevent serious and irreparable harm or injury to the party or to others.

22. Third Parties. This Agreement is between the parties hereto and is not intended to confer any benefits on third parties, including, but not limited to, Customers and Initial Correspondents.

23. Counterparts. The Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

24. Modification, Waiver and Amendment. No modification, alteration or amendment of this Agreement will be valid or binding unless in writing and signed by all parties. No waiver of any term or condition of this Agreement will be construed as a waiver of any other term or condition; nor will any waiver of any default or breach under this Agreement be construed as a waiver of any other default or breach. No waiver will be binding unless in writing and signed by the party waiving the term, condition, default or breach. Any failure or delay by any party to enforce any of its rights under this Agreement will not be deemed a continuing waiver or modification hereof and such party, within the time provided by law, may commence appropriate legal proceedings to enforce any or all of such rights. If any provision of the Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.

25. Business continuity; information security.

(a). Schwab has adopted a business resumption and contingency plan (“BRC Plan”) reasonably designed for the purpose of ensuring continued provision of the Services in the event of a problem affecting Schwab’s operations, including system breakdown and natural or man-made disaster. Schwab periodically tests the BRC Plan, reviews the BRC Plan on a periodic basis and will update the BRC Plan as deemed prudent and necessary. Notwithstanding the foregoing, Schwab and its directors, officers, employees, agents, contractors, and affiliates, do not warrant that the Services will be uninterrupted, but will use commercially reasonable efforts to ensure that the BRC Plan is designed to address any such disruptions.

(b). Each party hereby certifies that it has implemented and will maintain an effective information security program to protect Customer Information, which program includes sufficient administrative, technical and physical safeguards reasonably designed to (a) insure the security and confidentiality of the other party’s customer records and information; (b) protect against any anticipated

23

APEX Clearing Corporation. Full Service-Omnibus Execution Copy

threats or hazards to the security or integrity of the other party’s customer records and information; and (c) protect against unauthorized access to or use of the other party’s customer records and information that could result in substantial harm or inconvenience to any such customer. Schwab further certifies that it has a written, comprehensive information security program that complies with all applicable laws and regulations including but not limited to applicable state laws.

IN WITNESS WHEREOF the parties hereto have signed below.

CHARLES SCHWAB & CO., INC		APEX CLEARING CORPORATION
By:	/s/ Greg Thornhill	By:	/s/ William Capuzzi
Name:	Greg Thornhill	Name:	William Capuzzi
Title:	Vice President	Title:	Chief Executive Officer
Date:	2/5/16	Date:	January 6, 2016

24

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

EXHIBIT A

CLEARING PROCEDURES

1. The Accounts

a. Clearing Accounts. Schwab will carry the Clearing Accounts on an omnibus or other basis on behalf of Correspondent’s customers. Schwab shall designate each of the Clearing Accounts with Correspondent’s name “for the Exclusive Benefit of Customers”, Correspondent’s tax identification number, and an account number. The account numbers will be the means of identification when the parties are transacting in the Clearing Accounts.

b. Customer Sub-Accounts. Schwab will establish a Customer Sub-Account on its clearing sub-accounting system(s) for each of the Correspondent’s Customers designated in Correspondent’s name “for the exclusive benefit of Customers.” Schwab will further designate each Customer Sub-Account with an account number and with the Customer’s tax identification number, which Correspondent shall be obligated to provide when the Customer Sub-Account is first established. Each Customer Sub-Account will contain only mutual fund shares. Correspondent shall provide such other information as is reasonably required by Schwab to establish the Customer Sub-Account.

c. On an annual basis, or at such other frequency as Schwab in its sole discretion may determine is necessary, Schwab may purge designated Customer Sub-Account numbers from its clearing sub-accounting system(s). Schwab will provide reasonable notification to Correspondent of such purge.

2. Funds and Registration Requirements

a. Correspondent will only place purchase orders in the Clearing Accounts for shares of mutual funds on the Clearing Fund List. The parties agree that the Clearing Fund List may be amended by Schwab upon written notice to Correspondent, and such notice requirement shall be satisfied by delivering an updated Clearing Fund List to Correspondent. The parties further agree that the Clearing Fund List shall be deemed automatically amended to delete any Funds that are closed to purchases at Schwab or closed to purchases and redemptions at Schwab for whatever reason and that Correspondent may not submit purchase orders for any such Funds. Correspondent understands that such Fund closures may occur either because (i) a Fund has closed to all purchases or all purchases and redemptions, (ii) a Fund terminates its relationship with Schwab, or (iii) Schwab may be forced to terminate purchases of shares of a Fund for reasons that include, but are not limited to, regulatory failings at the Fund or one of its affiliates that result in the inability of Schwab to sell Fund shares due to its status as a FINRA member.

b. As to each order Correspondent places for a purchase of mutual fund shares, Correspondent shall advise Schwab of the state or other jurisdiction (based on the account address maintained by the Correspondent) of the Customer for whom such order is placed. Correspondent shall not place a purchase order for a Customer whose account address (based on the account address maintained by Correspondent) is in a state or other jurisdiction in which Schwab has advised Correspondent that such Fund has not qualified its shares for sale, unless exempt from such qualification under applicable law.

A-1

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

c. Correspondent may not offer or sell shares of any Fund covered by this Agreement to a Customer whose account address is located in a country that appears on a list of excluded countries attached hereto as Exhibit D. Exhibit D may be amended by Schwab from time to time if, in Schwab’s sole discretion, applicable laws, rules or regulations in such countries permit, prohibit or otherwise restrict Schwab from processing transactions for Customers whose account address in located in such countries.

3. Authorization to Receive Orders on a Fund’s Behalf

a. Schwab represents and warrants that Funds have designated and authorized Schwab to receive purchase and redemption orders in proper form (“Orders”) from investors on a Fund’s behalf for purposes of Rule 22c-l under the 1940 Act, so that any such investor will receive the share price next computed by the Fund after the time at which Schwab receives the Order from the investor.

b. Schwab further represents and warrants that Schwab may designate and authorize such intermediaries as it deems necessary, appropriate or desirable (“Sub-Designees”) to receive Orders from their customers on a Fund’s behalf for purposes of Rule 22c-l under the 1940 Act, so that any such customer will receive the share price next computed by the Fund after the time at which the Sub-Designee received the Order from the customer.

c. Schwab represents and warrants that Funds have represented and warranted to Schwab that (1) all necessary legal and other actions have been taken to authorize Schwab and any Sub-Designee to receive purchase and redemption Orders from investors on behalf of the Funds for purposes of Rule 22c-l under the 1940 Act by each Fund’s board of directors or board of trustees, and (2) the Fund will cause its board of directors or board of trustees to take any necessary legal and other actions regarding the periodic review of such authorization.

d. Schwab hereby designates Correspondent as a Sub-Designee and authorizes Correspondent to receive Orders from its customers on a Fund’s behalf for purposes of Rule 22c-l under the 1940 Act, so that any such customer will receive the share price next computed by the Fund after the time at which Correspondent receives the Order from the customer, subject to the following conditions:

(1) Correspondent agrees that Orders received by Correspondent prior to the Funds’ pricing time (typically, close of the New York Stock Exchange), or such earlier time as Schwab may require to accommodate fund or operational requirements or limitations (the “Order Deadline”), on any day on which the New York Stock Exchange is open for business (a “Business Day”) will be received by Schwab on that Business Day (“Day 1”) by the time set forth in Section 4 of this Exhibit A (a “Day 1 Trade”), and Orders received by Correspondent at or after the Order Deadline Time on Day 1 will be received by Schwab on the next Business Day after Day 1 (“Day 2”) by the time set forth in Section 4 of this Exhibit A (a “Day 2 Trade”). The Order Deadline for each Fund will be set forth on the Clearing Fund List, which may be amended by Schwab from time to time. Schwab shall, when practicable, provide advance notice of any change to a Fund’s Order Deadline, and shall, in any event, promptly notify Correspondent of any amendment to the Clearing Fund List.

A-2

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

(2) Correspondent represents and warrants that it shall maintain an internal control structure, including operational and systems controls and written internal control procedures (collectively, “Internal Controls”), reasonably designed to (a) prevent or detect on a timely basis Orders received after the Order Deadline from being aggregated with Orders received before the Order Deadline, and (b) prevent errors that could result in late transmission of Orders to Schwab.

(3) Correspondent will, at its own expense, prior to February 28 of each year following conversion of assets under this Agreement, (A) cause an independent public accountant annually to evaluate, and prepare a written report regarding, the adequacy of Correspondent’s Internal Controls during the previous calendar year or any period thereof during which this Agreement was in effect; and (B) provide one original of such report for Schwab to copy and distribute to each Fund Company or Fund.

(4) If the report identified in subsection (3) above identifies any deficiencies in Correspondent’s Internal Controls, Correspondent shall promptly (A) take appropriate action to change or modify its Internal Controls as may be necessary to maintain their adequacy to prevent or detect on a timely basis Orders received after the Order Deadline from being aggregated with Orders received before the Order Deadline and (B) provide a written summary of the steps taken by Correspondent to remediate such deficiencies that Schwab may, at its sole discretion, copy and distribute to each Fund Company or Fund.

(5) Either party may terminate Schwab’s authorization and designation of Correspondent as a Sub-Designee upon thirty (30) days notice. As of the effective date of such termination, Orders received by Correspondent on Day 1 must be transmitted by Correspondent and received by Schwab by the Order Deadline on Day 1 to be deemed a Day 1 Trade, and Orders received by Correspondent at or after the Order Deadline on Day 1 must be transmitted by Correspondent and received by Schwab by the Order Deadline on Day 2 to be deemed a Day 2 Trade.

4. Purchase and Redemption Orders

a. Correspondent shall place all purchase orders and all redemption orders for Fund shares by electronic transmission, or another mutually agreed upon method should electronic transmission be unavailable. All purchase orders and all redemption orders for Fund shares (denominated in dollars or shares as to both purchase orders and redemption orders, and also including orders for full liquidation for redemptions) for Clearing Accounts must be received by Schwab from Correspondent by the times set forth on Exhibit E hereto for order files, or such time as shall be mutually agreed upon from time to time, on any Business Day. Schwab will use commercially reasonable efforts to place with the Funds such orders received by Schwab on the same Business Day. If Schwab notifies Correspondent of a trade reject prior to 5:00 p.m. Eastern Time on trade date, Correspondent will inform Schwab of any error or apparent error made by Schwab regarding a rejected transaction no later than 10 a.m. Eastern Time on the Business Day following Correspondent’s receipt of Schwab’s notification.

A-3

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

b. Correspondent understands that certain Funds have reserved the right to suspend purchases at any time and without notice or reject any purchase order, which may include large purchase orders Correspondent has not previously communicated to and received pre-approval of a Fund. The parties agree that Schwab will not be obligated by this Agreement to execute any order refused by a Fund for whatever reason. In the event a Fund determines, based on a post trade-date review of Customer Sub-Account trade details, that a previously accepted Customer Sub-Account trade should have been rejected because it failed to comply with the terms of the Fund prospectus or other instructions provided by the Fund, Schwab will notify Correspondent of the rejection.

c. Correspondent acknowledges that a Fund may allow only certain investor segments or types (such as registered investment advisers, wrap or fee-based accounts or qualified retirement plans) (“Fund Eligible Investors”) to purchase shares of the Fund through Schwab. Any such limitations of Fund availability imposed by the Funds shall be set forth in a Clearing Fund List. In such cases, Correspondent will implement appropriate procedures and controls, and, as necessary, require Introducing Correspondents to implement such procedures and controls, to ensure that purchase orders for Fund shares are submitted only on behalf of Fund Eligible Investors.

d. Correspondent acknowledges that certain Funds or the distributor for such Funds may require a dealer, selling or similar agreement directly with each financial intermediary that makes shares of the Funds available for purchase (“Fund Intermediary Agreement”) which may include Correspondent or an Initial Correspondent. Schwab shall notify Correspondent promptly after becoming aware that a Fund requires a Fund Intermediary Agreement, and Correspondent shall as soon as reasonably possible cease placing orders for that Fund’s shares or restrict Initial Correspondents that do not have a Fund Intermediary Agreement with the Fund from placing orders for that Fund’s shares, until such time as a Fund Intermediary Agreement has been fully executed. Correspondent further acknowledges and agrees that such Funds may reject orders placed by Schwab on behalf of any financial intermediary with which it does not have a Fund Intermediary Agreement, or that is otherwise not authorized to make Fund shares available. Correspondent acknowledges that the requirements of the Fund Intermediary Agreements may be different or greater than the requirements in this Agreement, and compliance with the requirements in this Agreement does not limit or change the requirements of any Fund Intermediary Agreement.

e. Correspondent acknowledges that certain Redemption Fee Funds (as defined below) provide Schwab with applicable redemption fee rates, and Schwab agrees to provide such information to Correspondent as received from the Redemption Fee Fund. The parties shall be responsible for the calculation and collection of any applicable mutual fund redemption fees as follows:

(1) For redemptions made in Customer Sub-Accounts, except those described in Section 4.e.(2) below, Schwab shall determine whether such redemption instructions will result in redemption fees, and shall calculate and remit such fees to the Fund as such Fund requires. Notwithstanding the foregoing, Schwab will not be responsible for calculating and collecting any redemption fees on Fund shares transferred to Schwab from a Fund or a financial intermediary unless Schwab has been provided with trade information sufficient to allow Schwab to calculate and collect the fee.

A-4

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

(2) Correspondent may, from time to time, identify in writing certain Customer Sub-Accounts that are maintained in connection with or on behalf of a Customer trading through Correspondent or the Initial Correspondent on an omnibus basis, such as a qualified defined contribution plan or other financial intermediary (a “Designated Sub-Account”). With respect to Designated Sub-Accounts, Correspondent or the Initial Correspondent will determine whether the redemption instructions placed through a Designated Sub-Account will result in redemption fees, and shall calculate and remit such fees in accordance with the procedures as mutually agreed upon by both parties (subject to any applicable fund requirements). The parties agree that Schwab has no responsibility or obligation to determine whether a redemption instruction placed through a Designated Sub-Account will result in redemption fees. Further, the parties agree that with respect to such Designated Sub-Accounts:

(A) Correspondent will not transmit through the Designated Sub-Accounts purchase orders for any Fund that imposes a redemption fee (a “Redemption Fee Fund”) unless Correspondent or the Initial Correspondent are able to support the imposition and processing of the redemption fee, as required by the Redemption Fee Fund and this Agreement.

(B) Correspondent acknowledges and agrees that any corrective activity related to delivery by Correspondent of incorrect redemption fee information shall be the responsibility of Correspondent, and further that Schwab will not be responsible for coordinating or implementing any corrective activity related thereto.

(C) Correspondent agrees to provide upon either Schwab’s or a Redemption Fee Fund’s reasonable request, a certification that Correspondent and each Initial Correspondent submitting redemptions on behalf of Designated Sub-Accounts have the ability to (i) determine whether any redemption instruction will result in a redemption fee, (ii) calculate the amount of the redemption fee as applicable, and (iii) process such redemption fee in accordance with this Agreement.

f. Load Fund Processing.

(1) Schwab will calculate the correct sales charge applicable to the purchase and redemption of Fund shares (including both front end sales loads and contingent deferred sales charges) in Customer Sub-Accounts in accordance with the Fund’s current prospectus. Correspondent acknowledges that Schwab may not have all relevant information necessary to calculate the correct sales charge and that Schwab’s calculation of the applicable sales charge is based solely on the trade information reflected in the Customer Sub-Accounts, or otherwise provided to Schwab by Correspondent or the Fund. Correspondent shall provide Schwab with all information of which it is aware that impacts Schwab’s calculation of the sales charge, including (1) the Customer’s social security number or tax identification number, (2) account social codes, (3) information relevant to additional positions held by a Customer, letters of intent, rights of accumulation, waivers of any sales charges and householding, and (4) upon Schwab’s request, such other information as is appropriate, consistent with industry standards and practices, to help ensure correct calculation of applicable sales charges.

(2) Correspondent represents and warrants that (i) it or an Initial Correspondent clearing transactions through it holds documentary validation for each letter of intent, right of accumulation or waiver of a sales charge transmitted as order information; (ii) it will retain such for the period required by any law, rule or regulation; and (iii) it will make such documents available to Schwab or a Fund, upon reasonable request by Schwab or a Fund.

A-5

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

(3) Sales Charge Corrections and Recovery. In the event that a party notifies the other party of a failure of condition on a breakpoint discount given a Customer or a miscalculation or misapplication of a sales charge on any order, or in the event a fund requests that a sales concession be returned to the fund as may be allowed under applicable laws, rules or regulations, Correspondent agrees to return any sales concessions or other fees received by Correspondent in excess of the fees to which it would otherwise be entitled, and to work with Schwab to recover any applicable sales charge from the Customer if Customer was not entitled to a breakpoint discount or as otherwise necessary and appropriate.

5. Shareholder Information.

a. Agreement to Provide Information. Correspondent agrees to provide, upon any Fund request received by Schwab to which Schwab is unable to respond because Schwab does not possess the data needed to respond to such request, the taxpayer identification number (“TIN”), the Individual Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, of any or all Shareholder(s) that purchased, redeemed, transferred or exchanged shares of a Fund through a Clearing Account maintained by Correspondent at Schwab during the period covered by the request, and the amounts and dates of each such purchase, redemption, transfer, or exchange of shares (“Shareholder Information”).

(1) Period Covered by Request. All Fund requests for the Shareholder Information will set forth the specific period, not to exceed ninety (90) days from the date of the request, for which the information is sought. Correspondent acknowledges that the Fund may request Shareholder Information older than ninety (90) days from the date of the request as the Fund deems necessary to further investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund.

(2) Form and Timing of Response. Correspondent agrees to transmit the Shareholder Information that is on its books and records to Schwab or the Fund as soon as reasonably practicable after Correspondent’s receipt of a request. If the requested information pertains to a shareholder investing through an account held by an Indirect Intermediary, as such term is defined in Section 5(c) below, and is not on Correspondent’s books and records, upon further request, Correspondent agrees to use reasonable efforts to: (a) promptly obtain the Shareholder Information from the Indirect Intermediary and transmit that information to Schwab or the Fund; (b) obtain assurances from the Indirect Intermediary that the Shareholder Information will be provided directly and promptly to the Fund; or (c) if the Shareholder Information cannot be provided pursuant to (a) and (b) above, block further purchases and exchanges of Fund shares in the Indirect Intermediary account. Correspondent agrees to inform Schwab regarding which of the foregoing options it will follow. The requested information will be communicated to Schwab or the Fund in a format consistent with the NSCC Standardized Data Reporting Format, or in such other format as may be mutually agreed upon by the parties, or if communicated directly to the Fund, by Correspondent and the Fund. Correspondent acknowledges that if the requested information is not provided by Correspondent or the Indirect

A-6

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

Intermediary to Schwab or the Fund as required herein, Schwab may be obligated pursuant to its Shareholder Information Agreement with the Fund to block further purchases and exchanges of Fund shares in Correspondent’s clearing account(s). If the Correspondent or the Indirect Intermediary, as applicable, transmits the requested Shareholder Information directly to the Fund pursuant to this section, then Correspondent shall confirm to Schwab promptly after such transmission, in writing or in a manner mutually agreed upon by the parties, that the Fund’s request has been fulfilled.

(3) Limitations on Use of Information. Schwab, its affiliates and agents shall not, without the prior written consent of Correspondent, use the Shareholder Information received from Correspondent or any Indirect Intermediary pursuant to this section for marketing or any other purpose other than to respond to Fund requests for Shareholder Information pursuant to Schwab’s Shareholder Information Agreement with the Fund. Each party will comply with all applicable federal and state laws, rules and regulations governing the privacy and confidentiality of all Shareholder Information disclosed to it pursuant to Rule 22c-2, and will implement appropriate administrative, technical, and physical safeguards reasonably designed to (a) protect the security and confidentiality of the Shareholder Information and (b) protect against unauthorized access to or use of the Shareholder Information.

b. Agreement to Restrict Trading. Correspondent agrees to execute instructions from Schwab or a Fund to restrict or prohibit further purchases or exchanges of shares by a Shareholder that has been identified by a Fund as having engaged in transactions of the Fund’s shares (either directly or indirectly through Correspondent’s accounts) that violate policies established or used by the Fund for the purpose of eliminating or reducing dilution of the value of the Fund’s shares. If the requested restriction pertains to a shareholder investing through an account held by an Indirect Intermediary, Correspondent will forward the instruction to restrict trading to the Indirect Intermediary, and either (a) obtain assurances from the Indirect Intermediary that it will promptly execute Schwab or the Fund’s instructions with respect to investors effecting purchases and exchanges through the Indirect Intermediary’s account, or (b) if the Indirect Intermediary cannot execute the instruction, block further purchases and exchanges of all Fund shares in the Indirect Intermediary account. Correspondent acknowledges that if it or the Indirect Intermediary cannot or does not execute instructions to restrict such shareholders identified by the Fund, (A) Schwab may be obligated pursuant to its Shareholder Information Agreement with the Fund to block further purchases and exchanges of Fund shares in Correspondent’s clearing account(s), and (B) the Fund may reject or cancel purchase or exchange orders that were subject to a restriction, in which case Schwab shall not be responsible for any losses associated with any rejected or canceled trade.

(1) Form of Instructions. Instructions to restrict or prohibit further purchases or exchanges of shares by a Shareholder will include, at a minimum, the TIN, ITIN or GII, if known, and the specific restriction(s) to be executed. If the TIN, ITIN or GII is not known, the instructions will include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.

(2) Timing of Response. Correspondent agrees to execute, or obtain assurances that the Indirect Intermediary will execute, Schwab’s or a Fund’s instructions to restrict or prohibit purchases or exchange of shares according to the terms set forth in this Amendment as soon as reasonably practicable, but not later than five Business Days after receipt of the instructions by Correspondent.

A-7

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

(3) Confirmation by Correspondent. Correspondent will provide confirmation to Schwab, in writing or in a manner mutually agreed upon by the parties, that Correspondent has, as applicable, (a) executed Schwab or a Fund’s instructions, (b) obtained assurances from the Indirect Intermediary that it has executed Schwab or a Fund’s instructions, or (c) blocked further purchases and exchanges of Fund Shares in the Indirect Intermediary’s account. Correspondent agrees to provide such confirmation as soon as reasonably practicable, but not later than ten Business Days after the instructions have been executed.

c. Definitions. Solely for purposes of this Section 5 of the Agreement:

(1) The term “Fund” shall include the fund‘s principal underwriter and transfer agent, but shall not include any “excepted funds” as defined in Rule 22c-2(b) of the 1940 Act.

(2) The term “Indirect Intermediary” shall have the same meaning as provided for in Rule 22c-2 of the 1940 Act.

(3) The term “Shareholder” means (a) the beneficial owner of Shares, whether the Shares are held by Schwab in nominee name; or (b) a retirement plan participant notwithstanding that the retirement plan may be deemed to be the beneficial owner of Shares.

(4) The term “written” includes electronic writings and facsimile transmissions.

(5) The term “purchase” does not include the automatic reinvestment of dividends.

6. Fund’s Pricing of Orders. If Orders are timely transmitted by Correspondent to Schwab in accordance with Section 4 above, Day 1 Trades will be effected by the Fund at the net asset value of each Fund’s shares (“Net Asset Value”) calculated as of the Fund’s pricing time on Day 1, and Day 2 Trades will be effected by the Fund at the Net Asset Value calculated as of the Fund’s pricing time on Day 2.

7. Settlement of Transactions

a. Schwab will send to Correspondent by electronic transmission, or another mutually agreed upon method should electronic transmission be unavailable, trade confirmation data for each day by the time(s) set forth on Exhibit E hereto. Notwithstanding the foregoing, Schwab will not send trade confirmation data for Funds that have not made the closing price of their shares for the day publicly available until such time as such Funds make such closing prices publicly available. The parties also understand and agree that settlement date for trades is typically the next Business Day following trade date (“T+l”), but that the determination as to settlement date is made by the Fund and may vary. In addition, the settlement date for redemptions may be extended by any Fund for up to seven Business Days following trade date.

A-8

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

b. Schwab shall (i) transmit to Correspondent a settlement file for automated trades and automated income transactions (dividends and capital gains) on settlement date by the time(s) set forth on Exhibit E hereto, subject to system and data availability, and (ii) inform Correspondent by 11:00 A.M. Eastern Time on settlement date of the net dollar amount due from Correspondent to Schwab, if all purchases exceed all redemptions, or from Schwab to Correspondent, if all redemptions exceed all purchases. The owing party shall transmit such net amount to the other by FED wire transfer by 3:00 P.M. Eastern Time on settlement date. In the event of system outages or during times of exceedingly high volumes that may delay the delivery of the files beyond the times listed in Exhibit E, Schwab agrees to provide the files as soon as the files are available on settlement date.

(1) Wiring instructions: The net settlement amount due to either party will be wired in accordance with each party’s settlement instructions below. Changes to wiring instructions must be submitted in writing to the other party with ten (10) Business Days advance notice, unless otherwise agreed upon by the parties:

[****]

c. In the event that, for any reason, Schwab does not receive all or any portion of any net amount owed by Correspondent on a settlement date, Schwab shall allocate the dollar amount of the shortfall on a pro-rata basis to all Fund shares purchased for Correspondent for settlement on that date. Any such portion of Fund shares for which full payment has not been received by Schwab shall be considered unpaid and shall remain subject to Schwab’s lien for Unpaid Debits pursuant to Section 6 of the Clearing Agreement until Schwab has received payment in full of such shortfall. Unless otherwise agreed by Schwab, payments by Correspondent of any net amount due from Correspondent pursuant to Section 7(b) above, with respect to any subsequent settlement date shall not be attributable to the unpaid amount due from any previous settlement date.

d. Each party reserves the right to charge the other interest on any debt arising if the other fails to make timely payment as provided in this Section 6 at the Federal Funds “offered” rate for the first day, as published in The Wall Street Journal on that day; except, however, that both parties agree that Schwab shall only be obligated to pay redemption proceeds to the extent such proceeds are received from the Funds.

A-9

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

e. Correspondent understands that certain Funds have reserved the right to settle large redemptions through the delivery of securities rather than with cash (“redemptions in kind”). In the event a Fund notifies Schwab that it intends to settle redemptions in kind, Schwab will immediately notify Correspondent and, upon settlement by the Fund, will deposit such securities to the Clearing Account for allocation to the appropriate Customer Sub-Account(s).

8. Account Reconciliation

a. Schwab shall transmit to Correspondent by electronic transmission a daily activity file including all orders executed in each Clearing Account the previous day, and a daily position file for all positions in the Clearing Accounts, or by another mutually agreed upon method should electronic transmission be unavailable, on each Business Day by the time(s) set forth on Exhibit E. Correspondent shall verify the information in the activity file and the position file to Schwab on the same day.

b. The parties agree to notify each other and correct any error in the Clearing Accounts upon discovery.

9. Distributions and Reorganization Activities

a. Schwab shall credit to the Clearing Accounts any distributions from a Fund, upon Schwab’s receipt thereof.

b. Schwab shall transmit to Correspondent by electronic transmission a daily distribution file which will include all distributions credited to each Clearing Account the previous day, or by another mutually agreed upon method should electronic transmission be unavailable, on each Business Day by the time(s) set forth on Exhibit E.

c. Schwab shall inform Correspondent in a timely fashion to the extent such information has been received from Funds, of the portion of each Fund‘s distributions that includes any of the following: dividends, capital gains, or reclassifications.

d. Upon notice from a Fund, Schwab shall promptly effect accounting and recordkeeping entries in the Customer Sub-Accounts to reflect mergers, splits and other reorganization activities of Funds.

10. Price and Distribution Rate Errors

a. In the event Schwab is notified by a Fund that adjustments are required to correct any error in the computation of the net asset value or public offering price of a Fund’s shares or in the distribution rate for a Fund’s shares, Schwab shall promptly communicate such Fund notification to Correspondent.

A-10

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

b. If, in connection with such adjustment, Correspondent has received money in excess of that to which it is entitled for any Customer Sub-Accounts, Correspondent shall be liable to Schwab for any such amounts and shall repay such amounts to Schwab.

c. If, in connection with such adjustment, Correspondent has received shares in excess of what it is entitled to receive in any Customer Sub-Accounts, Schwab shall be entitled to debit the number of shares in any such Customer Sub-Accounts accordingly. Notwithstanding the above, if Correspondent has received shares in excess of what it is entitled to receive, and there are not sufficient shares in any affected Customer Sub-Account for Schwab to debit, Correspondent will repay such excess to Schwab. Correspondent shall be liable to Schwab for any such amounts whether or not it is able to collect such excess from its Customers, and shall repay such amounts to Schwab.

d. If adjustment is necessary to correct an error that has caused Correspondent to receive less shares or money than that to which Correspondent is entitled in the Clearing Accounts, Schwab shall, as appropriate, make any and all adjustments to the number of shares in the Clearing Accounts and/or distribute to Correspondent any and all amounts of the underpayment, but only to the extent the Fund has appropriately credited shares and/or distributed dollars to Schwab.

11. Transfer of Accounts

a. Schwab and Correspondent agree to support the Depository Trust and Clearing Corporation (“DTCC”) functionality that allows a profile to be set up at DTCC that overrides Correspondent’s dealer number with Schwab’s dealer number when NSCC’s Automated Customer Account Transfer Services (“ACATS”) registration records are sent to the Funds. Each party will bear its own expenses in connection with the development, testing, and use of any proprietary systems necessary to support the DTCC functionality.

(1) Schwab will provide Correspondent with fund account information to enable Correspondent to reference Schwab’s fund account numbers in the ACATS registration files.

(2) Schwab agrees to allow Correspondent’s ACATS transfers to be transferred directly to or from Schwab’s fund accounts.

(3) Correspondent agrees to instruct DTCC to deliver a copy of the Mutual Funds Statistics File to Schwab (via dual destination file set up with DTCC) to provide Schwab notification of all ACATS transfers processing in or out of Schwab’s house accounts for purposes of promptly posting transactions to Clearing Accounts.

b. Schwab agrees to accept shares directly into its omnibus accounts at the Funds, resulting from transfers from third parties to Correspondent. Schwab will credit such shares to the appropriate Clearing Account designated by Correspondent only when the transfer to Schwab’s omnibus account on the Fund’s records is completed and Schwab is notified of the transfer. Correspondent agrees to (i) notify Schwab of the pending transfer and (ii) notify Schwab of the completed transfer, each by a mutually agreed upon method. The parties understand and agree that Correspondent is fully responsible for, and Schwab shall have no responsibility for, accomplishing any such transfer from a third party broker or other financial institution to Schwab’s omnibus account on the Fund’s records.

A-11

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

c. Correspondent represents and warrants that for each transfer and liquidation transfer it initiates pursuant to this Section 11, it or the applicable Initial Correspondent holds each underlying instruction for re-registration or liquidation signed by its customer. Transfer forms will be signature guaranteed by Correspondent and the successor custodian pursuant to the Securities Transfer Agents Medallion Signature Program. All transfers for qualified accounts will be accepted via authorized signature of successor custodian.

d. Schwab will inform Correspondent of the completion of each transfer.

e. With respect to transfers processed after record date but prior to payable date, Schwab will credit to the Clearing Account all accrued dividends upon receipt from a Fund. Schwab will work with the Funds to ensure that all accrued dividends are collected and credited to Schwab so that such dividends are appropriately credited by Schwab to the Clearing Account.

f. Correspondent acknowledges that, to complete a transfer, Correspondent may be required by a Fund to provide to Schwab or the Fund the Customer’ s name, address, social security number, and any other Customer information requested by the Fund.

12. Shareholder Communication

Correspondent shall, or as appropriate, shall cause Initial Correspondent to:

a. Obtain and deliver to Customers any prospectuses, statements of additional information and supplements and amendments thereto, and annual and other periodic reports for each Fund;

b. Deliver proxy solicitation materials to its Customers. In any proxy solicitation made to Schwab as record holder of Fund shares in the Clearing Accounts, Schwab or its agent will promptly forward proxy solicitation materials to Correspondent and will refrain from voting any such Fund’ s shares held by Customers. Correspondent, and not Schwab, shall be responsible for determining whether to vote such shares;

c. Respond to Customer inquiries regarding, among other things, share prices, account balances, dividend amounts and dividend payment dates;

d. Provide cost basis reporting to Customers as required by U.S. law or regulation for Fund shares purchased by Customers;

e. Communicate any Fund mergers, splits or other reorganization activities to Customers; and

f. Prepare and file with the appropriate government agencies such information, returns and reports as are required to be so filed under applicable federal or state law, rule or regulation to report (i) dividends and other distributions made to Customers, (ii) amounts withheld on dividends and other distributions and payments to Customers, and (iii) gross proceeds of sales transactions made by Customers.

A-12

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

13. Systems or Services Modifications

a. Correspondent may request systems or services modifications by:

(1) Submitting a written requirements documentation to Schwab which will include the following elements: background, priority (High, Medium, Low), detailed enhancement description, expected results/deliverable, scope (in and out), timing required, interface additions/changes (if applicable), screen additions/changes (if applicable), other processing/calculation additions/changes (if applicable), and any issues. Schwab will respond to Correspondent with a written description of programs affected and anticipated people hours, a cost estimate, and a proposed delivery date. Correspondent will advise Schwab in writing whether it agrees to the costs and delivery date for the systems or services modification; or

(2) Agreeing in writing to the costs and delivery date for a systems modification for which Schwab has submitted to Correspondent a written requirements documentation which will include the following elements: background, detailed enhancement description, expected results/deliverable, scope (in and out), interface additions/changes (if applicable), screen additions/changes (if applicable), other processing/calculation additions/changes (if applicable), programs affected, anticipated people hours, a cost estimate, and a proposed delivery date.

b. If Schwab makes system or services modifications which Correspondent has not requested by one of the above methods, Correspondent shall have no obligation to make any payment for the costs of such modifications, but shall be required to cooperate with Schwab in the implementation of the modifications in the manner set forth in this Section 13 in the same manner as for Correspondent requested modifications under Section 13.a. of this Exhibit.

c. Correspondent and Schwab agree to cooperate in a commercially reasonable manner with one another, including making themselves available for joint systems testing, in any development, implementation, enhancement, conversion or other modification of Schwab’ s processing or comparable systems which are consistent with requests made by Correspondent for system or services enhancements or which are consistent with system changes that will enhance operating efficiencies or capabilities as agreed by Correspondent.

A-13

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

EXHIBIT B

FEE SCHEDULE

1. Definitions. For purposes of this Exhibit B, the following definitions apply. Capitalized terms not defined in this Exhibit B have the meaning ascribed to them in the body of this Agreement. A share class of the Funds might fall within more than one definition below (for example, A shares made available both load waived and also with a load). With respect to share classes that meet more than one definition, the shares of such Fund shall be segregated by Schwab such that the fee arrangements applicable to each definition below shall be calculated only with respect to those shares of the Fund meeting such definition, and not with respect to the entire share class

1.1 “NTF Funds” are those Funds (a) that do not charge a front-end or back-end (e.g., contingent deferred) sales load, or that waive such sales load; (b) from which Schwab receives an asset-based service fee from the Fund or its affiliates for providing certain recordkeeping, shareholder, and other administrative services; and (c) shares of which Schwab makes available to its own brokerage customers without a transaction fee.

1.2 “TF Funds” are those Funds that (a) do not charge a front-end or back-end (e.g., contingent deferred) sales load, or that waive such sales load; and (b) that are not made available without a transaction fee (i.e., non-NTF) to Schwab’s brokerage customers.

1.3. “Load Funds” are those Funds (a) that charge a front-end or back-end (e.g., contingent deferred) sales load; and (b) that are made available through Schwab and held in an omnibus account in Schwab’s name under a Load Fund Operating Agreement, or substantially similar agreement.

a). A “Revenue Load Fund” is a Load Fund held in an omnibus account in Schwab’s name under a Load Fund Operating Agreement, or substantially similar agreement, and from which Schwab receives a per position fee or asset-based fee for the services provided by Schwab.

(b). A “Non-Revenue Load Fund” is any other Load Fund.

2. Clearing and Processing Fees. The fees set forth in this Section shall be called collectively the “Clearing and Processing Fee”.

2.1 Calculation of the Per Position Clearing Fee. Correspondent shall pay to Schwab a per position based fee on the Positions (defined below) held in Customer Sub-Accounts for all services and processing performed by Schwab with respect to positions in “TF Funds” and “Non-Revenue Load Funds” (the “Per Position Clearing Fee”) as follows:

[****]

B-1

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

2.1.1. “Position” shall mean any balance greater than zero in any Customer Sub-Account at the end of the monthly billing period.

2.1.2. Payment of the Per Position Clearing Fee. The Per Position Clearing Fee shall be computed monthly by Schwab, and any undisputed amount will be paid by Correspondent through the net daily settlement process promptly upon receipt of the monthly notice from Schwab setting forth the amount of the Per Position Clearing Fee. The parties agree to work in good faith to resolve the disputed amount of the Per Position Clearing Fee prior to the generation of the next monthly invoice, and Correspondent will pay such fee promptly upon resolution.

2.2 In addition to the Per Position Clearing Fee above, and as partial payment for the clearing and processing services that Schwab provides to NTF Funds and Revenue Load Funds, Schwab will retain certain asset-based service fees it receives from the funds as further set forth in Sections 3 and 4 below.

3. Sales and Service Fees Payable to Correspondent

3.1. Periodic Shareholder Services Fee. Schwab shall pay to Correspondent a fee for recordkeeping, shareholder communication and other administrative services (“Shareholder Services Fee”) rendered to Customers by Correspondent in connection with shares of NTF Funds, and Load Funds. Notwithstanding the foregoing, Correspondent is eligible to receive a Shareholder Service Fee only if the Correspondent meets the Shareholder Service Fee Threshold as defined in Section 4 below. Schwab shall pay to Correspondent Shareholder Services Fees received from a Fund that correspond to and have been paid by the Fund on assets held in Correspondent’s Clearing Account(s). The Shareholder Services Fee payable to Correspondent shall be calculated as follows:

3.1.1. No Transaction Fee Funds. With respect to NTF Funds, the Shareholder Services fee paid by Schwab to Correspondent, if any, will be calculated based on the asset-based fee rate applicable to the NTF Fund, as set forth in the table below, multiplied by the average daily value of the NTF Funds held in Correspondent’s Clearing Account(s) during the month (the “NTF Fee”). The NTF Fee shall be computed monthly and paid monthly, in arrears, through the net daily settlement process.

[****]

B-2

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

3.1.2 Load Funds. With respect to Load Funds that charge a front-end or back-end (e.g., contingent deferred) sales load that are made available through Schwab and held in an omnibus account under a Load Fund Operating Agreement, or substantively similar agreement, and from which Schwab receives a per position fee or asset-based fee (not to include a Rule 12b-1 Fee as defined in Section 3.2 below) under the Load Fund Operating Agreement for providing Shareholder Services, Schwab will pay to Correspondent the following Shareholder Services fee based on the total number of Load Fund positions that Correspondent maintains in the Clearing Accounts on the last day of the quarter as set forth in the table below (the “Load Fund Per Position Fee”). Correspondent is eligible to receive the Load Fund Per Position Fee only if the Correspondent meets the Shareholder Service Fee Threshold as defined in Section 4 below. The Load Fund Per Position Fee, if any, shall be computed monthly and paid monthly, in arrears, by FED wire transfer.

Number of positions	Load Fund Per Position Fee (expressed as dollars per annum)
[****]	$	[	****]
[****]	$	[	****]
[****]	$	[	****]
[****]	$	[	****]
[****]	$	[	****]

3.2 Rule 12b-1 Fees. If Schwab has an agreement with a Fund pursuant to which it receives Rule 12b-1 fees for services provided in connection with Fund shares (and such payments are not remitted to Correspondent as part of payments made pursuant to Sections 3.1 above), Schwab will remit to Correspondent those 12b-1 fee payments received with respect to shares of the Funds cleared by Schwab and held in Customer Sub-Accounts (the “Rule 12b-l Fee”). The Rule 12b-1 Fee shall be computed in accordance with the time period designated by the applicable Fund, as set forth in the prospectus. Schwab shall pay any 12b-1 fees received by it and due Correspondent by the end of the same calendar month that the fees are received by Schwab from the Fund.

4. Shareholder Service Fee Threshold

Solely in relation to the payment of Shareholder Service Fees to Correspondent and as part of the consideration for the clearing services provided by Schwab under this Agreement, Correspondent shall be subject to a minimum assets cleared threshold. Correspondent acknowledges that should Correspondent’s

B-3

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

aggregate market value of assets held and cleared pursuant to this Agreement fall below $400 million (“Shareholder Service Fee Threshold”) on the last day of a month during the Term of this Agreement, Schwab will retain all Shareholder Servicing Fees (which includes the NTF Fee and Load Fund Per Position Fee), due and payable to Correspondent for the recently completed month. Schwab will calculate the Shareholder Service Fee Threshold at the end of each month. For the avoidance of doubt, if at the end of a month and each month subsequent to falling below Shareholder Service Fee Threshold, it is determined that Correspondent’s assets held and cleared under this Agreement exceeds Shareholder Service Fee Threshold, Correspondent will resume receiving Shareholder Servicing Fees pursuant to Section 3.1 above.

5. Trade Corrections.

4.1 Transactions. Each trade and trade correction for a Customer Sub-Account is deemed conclusively under this Section 4 to be a separate transaction, except that a cancel/rebill will be treated as a single transaction, an exchange will be treated as two transactions, and a cancel/rebill of an exchange will be treated as two transactions.

5.2 Error Rate Limitation. Correspondent will not be charged for any trade correction (as defined in section 5.1 above) that is subsequently corrected by Schwab up to 3% of the total transactions processed in a calendar month.

5.3 Charge for Trade Corrections. Correspondent will pay to Schwab a charge of $10 per trade connection requested by Correspondent, and subsequently processed by Schwab, above the 3% error rate limitation set forth in section 5.2.

5.4. Gain/Loss Revenue from Trade Error Processing: Schwab shall account for the gains and losses realized as a result of trade errors, as of trades, cancels, and rebills and/or any other connective action Schwab is required to take on behalf of Correspondent, and will net these amounts monthly and settle the net with Correspondent no less frequently than weekly. Notwithstanding the foregoing, in an instance of a Correspondent’s error that involves a reclaim of a redemption fee from the fund, Schwab will use best efforts to collect those fees and remit to Correspondent.

5.5 Exclusions. Notwithstanding the above, Schwab agrees that transactions which are either (i) “as of’s” which are not either cancel/rebills or trade error related; (ii) transmission errors generated by the Correspondent’s system, (iii) mass transmission errors, or (iv) caused by Schwab’s error are excluded from operations of this Section 5.

6. Implementation and Conversion Costs

Each party shall bear its own costs associated with the Initial Conversion of Correspondent assets and positions to the Clearing Accounts, including, but not limited to, customized system developments, testing with respect to the services performed under this Agreement, and testing file transmissions and data integrity. Thereafter, each party shall bear its own costs associated with any subsequent conversions of Correspondent Customer assets or positions to the Clearing Accounts, provided, however, that Correspondent will pay the reasonable costs associated with any subsequent conversions (i) for which Schwab does not receive mutually agreed upon reasonable notice, (ii) that require special, unusual, or enhanced systems programming or support, or (iii) that require increased staff to timely effect the conversion.

B-4

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

7. Fund Additions

When it becomes necessary for Correspondent to request that a Fund be added to Schwab’s platform, then Correspondent should request the fund add with Schwab, providing Schwab with pertinent details such as priority and anticipated assets to be purchased or transferred into the Fund.

Schwab will pursue the fund addition with the fund company assuming the Fund is operationally consistent with Schwab processing standards. The Correspondent will be responsible for the cost associated with adding the Fund on Schwab’s brokerage system. The rates for adding new Fund families and Funds in existing families are as follows:

[****]

8. Transaction and Data Communication Lines Between Correspondent and Schwab.

Correspondent will pay for any installation(s) and set-up(s) of dedicated telecommunications line(s) and/or expanded capacity of dedicated telecommunication line(s), as well as any backup telecommunications line(s) and/or backup capacity, between Correspondent and Schwab. The establishment cost and ongoing maintenance cost of these communication lines and capacity will be paid solely by Correspondent, and Schwab agrees to cooperate with Correspondent in Correspondent’s establishment and ongoing maintenance of these telecommunications lines.

9. Reporting Data

8.1 Costs of Correspondent Requested Reporting. Schwab will respond to reasonable requests to create and run management reports for Correspondent for Correspondent’ s internal use in connection with the services provided to Correspondent under this Agreement. Correspondent will pay Schwab such costs as Schwab identifies to Correspondent in advance of incurring them as costs of additional programming required to run any of these management reports.

10. Correspondent Requested System Modifications

All costs of system modifications requested by Correspondent to be performed by Schwab will be paid for by Correspondent.

B-5

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

11. Correspondent Requested Projects

Correspondent may request Schwab to perform special projects for Correspondent. Upon receipt of Correspondent’s request, Schwab will as soon as reasonably practicable provide to Correspondent an estimate price for performing the special project, which, if approved by Correspondent, will be paid in a manner and at a time mutually agreed upon by the parties. If such project exceeds the estimated price, Schwab will provide Correspondent with a written adjustment to the price for Correspondent’s approval.

12. Other Fees

Correspondent shall pay or reimburse Schwab for any reasonable out-of-pocket expenses, including travel, lodging, meal and other travel related expenses incurred by Schwab in connection with the performance of Services by Schwab employees on-site at Correspondent facilities.

B-6

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

EXHIBIT C

[BANK LETTERHEAD]

BANK                                                                  SWIFT:
	TELEX:
	FAX:
	PHONE:
Irrevocable Standby Letter of Credit No.
Beneficiary:	Applicant:
CHARLES SCHWAB & CO., INC.
SCHWAB BUILDING
211 MAIN STREET
SAN FRANCISCO, CA 94105
	AMOUNT: USD
EXPIRY:

To Whom It May Concern:

We hereby establish our Irrevocable Standby Letter of Credit No.                  in your favor for account of Applicant listed above for a sum or sums not exceeding a total of United States Dollars                  available by your draft(s) on [Bank] at sight accompanied by the following signed statement:

“We hereby certify that          has failed to comply with the terms and conditions of the Clearing Agreement between Charles Schwab & Co., Inc., and          made as of         , and that Unpaid Debits, as defined therein, currently exist.”

Partial drawings are permitted.

It is a condition of this Credit that it shall be automatically renewed for additional periods of one (1) year from the present or each future expiration date, unless at least 60 days prior to such date we notify you in writing that we elect not to renew this Credit for such additional period.

All drafts drawn under this Credit must contain the clause “Drawn under [Bank] Letter of Credit No. [                ] dated [                ] and drawings under this credit must be endorsed on the reverse hereof by us .

Except so far as otherwise expressly stated this Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision) International Chamber of Commerce Publication No. 500.

We hereby engage with the drawers, endorsers and bona fide holders of drafts drawn under and in compliance with the terms of this Credit that the same shall be duly honored on due presentation and delivery of documents as specified to [Bank] on or before                  or any automatically extended expiry date.

C-1

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

Payment will be made one business day after receipt of your documents in Fed Funds to any account that you may wish to specify.

(Authorized Signature)

C-2

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

EXHIBIT D

List of Excluded Countries under Section 2(c) of Exhibit A to the Agreement

Cuba

Iran

Sudan

Syria

North Korea

In addition to the countries listed above, this list will automatically include any additional country in which transactions by U.S. firms have been prohibited by the Office of Foreign Asset Control, an office of the U.S. Treasury Department as of the Effective Date of the Clearing Agreement. This list of Excluded Countries may be amended from time to time.

D-1

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

Exhibit E – File Transmission Matrix

File ID	Originator	Destination	Frequency	Description	Delivery Time (EST)
PXC4D001	CORR	SCH	Daily	Order and Registrations 1 of 4	12:00 PM
PXC4D002	CORR	SCH	Daily	Order and Registrations 2 of 4	2:00 PM
PXC4D003	CORR	SCH	Daily	Order and Registrations 3 of 4	3:00 PM
PXC4D004	CORR	SCH	Daily	Order and Registrations 4 of 4	4:05 PM
PXC4D008	SCH	CORR	Daily	Order Rejects 1 of 4	Within 15 min of order file receipt
PXC4D009	SCH	CORR	Daily	Order Rejects 2 of 4	Within 15 min of order file
PXC4D010	SCH	CORR	Daily	Order Rejects 3 of 4	Within 15 min of order file
PXC4D012	SCH	CORR	Daily	Order Rejects 4 of 4	Within 15 min of order file
PXC4D007	CORR	SCH	Daily	Account Maintenance	4:30 PM
PXC4DMLD	CORR	SCH	Daily	Master Ledger Update	4:00 PM
PXC4D032	CORR	SCH	Weekly	Global Branch/Rep Update	4:00 PM, Friday
PXC4D017	SCH	CORR	Daily	Confirmations	6:00 AM
PXC4D018	SCH	CORR	Daily	Trade Settlement	6:00 AM
PXC4D019	SCH	CORR	Daily	Daily Activity	6:00 AM
PXC4D020	SCH	CORR	Daily	Dividend Activity	6:00 AM
PXC4D021	SCH	CORR	Daily	Positions	6:00 AM
PXC4D025	SCH	CORR	Daily	Account Maintenance Acknowledge	6:00 AM
PXC4D030	SCH	CORR	Daily	Early Confirmations	8:00 PM
PXC4D031	SCH	CORR	Daily	Dividend Settlement	6:00 AM
PXC4D091	SCH	SCH	Daily	CSTOA Input	8:00 AM
PXC4M041	SCH	CORR	Daily	Commission Settlement	4:00 PM
PXC4DDBD	SCH	CORR	Monthly	Payment Detail	4:00 PM
PXCDDCNV	CORR	SCH	Ad hoc	CNV Position	Adhoc

E-1

APEX Clearing Corporation.
Full Service-Omnibus	Execution Copy

EXHIBIT F

Initial Correspondents

Name of Initial Correspondent	CRD number (if applicable)
[****]	[****]

F-1

APEX Clearing Corporation
Full Service-Omnibus	Execution Copy

Exhibit G – List of Authorized Persons

Name	Title
[****]	[****]

G-1

APEX Clearing Corporation

Full Service-Omnibus

Exhibit H – Sample Risk Account Application

Risk Account Application	charles SCHWAB
	www.schwab.com 1-800-435-4000 (inside the U.S.) +1-415-667-5009 (outside the U.S.) 1-888-686-6916 (multilingual services) Page 1 of 8

This Risk Account Application shall be used to apply for a Risk Account at Charles Schwab & Co., Inc. (“Schwab”) in connection with the terms and conditions set forth in the Clearing Agreement entered into with Schwab on                             20        .

• The assets deposited into this Risk Account are pledged to Schwab pursuant to the terms and conditions set forth in the Clearing Agreement. The assets in the Risk Account cannot be used to purchase securities other than those securities specified in the Clearing Agreement. Option, margin, and short trading are not available from funds in the Risk Account.

• A minimum of two signatures of corporate officers is required to open a Risk Account. One signature must be from the Chairman of the Board, the President, or any Vice President; the second signature must be from the Secretary, any Assistant Secretary, the Chief Financial Officer, the Treasurer. or any Assistant Treasurer.

1. Required Information About the Corporation

Schwab will use the information you provide to open and service your account, communicate with you, and provide information about products and services. Read about Schwab’s privacy policy at www.schwab.com/privacy. As required by law, Schwab will use the information provided to verify the identity of the Corporation, its Authorized Individuals and its Control Persons. By signing this Application, you agree that Schwab is authorized to inquire as to the creditworthiness of the Corporation and any authorized agent associated with the Account.

Type of Organization/Federal Tax Classification (Required—select only one.) ☐ C Corporation ☐ S Corporation
Name of Corporation {as shown on the Charter or other legal document creating the Corporation) (hereinafter referred to as the “corporation”)			Corporation Tax ID Number
If Corporation is known by another name, enter name:			Telephone Number                     (                )
Corporation Street Address (no P.O. bales)		City	State	Zip Code
Mailing Address [if different from above: P.O. boxes may be used ]		City	State	Zip Code
Country of Incorporation	State of Incorporation	Date of Incorporation (mm/dd/yyyy)	Corporation’s URL Address

2. Required Information About the Corporation’s Primary Business or Professional Activity

A. To properly categorize and serve your Corporation, we need to .know the type of activity in which it is engaged. Please provide the six-digit North American Industrial Classification System (NAICS) code that best describes your business {if you don’t know the Corporation’s NAICS code, you can look it up at www.naics.com).

3. Required Senior Foreign Political Figure Questions

A. Is any director, executive officer, ³ 10% beneficial owner, or Authorized Individual a current or former senior foreign political figure in the executive, legislative, administrative, military or judicial branch of any non-U.S. government or political party or an enterprise owned by a non-U.S. government?

☐No ☐Yes (If “yes” enter the individual’s name, the country and the position held, and complete Section 6 .)

Name (First)	(Middle)	(Last)
Country	Position

H-1

APEX Clearing Corporation

Full Service-Omnibus

Page 2 of 8

3. Required Senior Foreign Political Figure Questions (Continued)

B. Is any director, executive officer, ³ 10% beneficial owner, or Authorized Individual an immediate family member (sibling, parent, spouse, child, in-law) or close associate of a current or former senior foreign political figure of a non· U.S. government, or is this entity being established for, or controlled by, the same?

☐ No ☐ Yes(if “yes,” enter the individual’s name, his or her relationship to the senior foreign political figure, the country and the position held, and complete Section 6.)

Name (First)	(Middle)		(Last)
Relationship	Country	Position

4. Required Authorized Individuals: Corporate Directors, Officers, Employees and Agents

A. Does your firm qualify as a Covered Financial Institution (CFl), as per the PATRIOT Act definition?

☐ No ☐ Yes (If “yes,” please attach your firm’s standard CFl Letter, also known as an Anti-Money Laundering (AML) Comfort Letter. Schwab may rely on this letter in lieu of verifying the identity and creditworthiness of any Authorized Individuals or Control Persons provided in Sections 4 and 5. If “no complete Sections 4 and 5.)

The CFI Letter should be signed by the Compliance Officer or AML Officer and should:

• State that the firm is regulated by a “federal functional regulator” and specify which one (e.g., the Securities and Exchange Commission, Options Clearing Corporation, Federal Reserve, etc.)

• State that tile firm has a comprehensive AML/Office of Foreign Assets Control (OFAC) program in place

• State that the firm is in compliance with all AML/OFAC laws and regulations

• List full names of all Authorized Individuals or Control Persons or attach a Corporate Resolution to the CFl Letter

B. Please complete this section for each individual director, officer, employee or agent of the Corporation who is authorized by the Corporation to transact business with Schwab in the Risk Account on behalf of the Corporation.

C. Schwab will have no obligation of inquiry with respect to the validity of, or authority with respect to, any transaction or instruction provided by an Authorized Individual.

Primary Authorized Individual

This is the individual to whom electronic correspondence, statements, confirmations and notices will be addressed.

Title or Capacity of individual (Select all that apply)
☐ Director ☐ President ☐ Vice President ☐ CEO ☐ Treasurer ☐ Secretary ☐ Other:                     ☐ > 10% Beneficial Owner
Name (First)	(Middle)			(last)
Home Street Address {no P.O. boxes)			City	State	Zip Code
Mailing Address (if different from above; P.O. boxes may be used)			City	State	Zip Code
Home Telephone Number (                )	Business Telephone Number (                )		Mobile Telephone Number (                )
Social Security Number			Date of Birth {mm/dd/yyyy)
Country(ies) of Citizenship (Must list all) ☐ USA ☐ Other:			Country of Legal Residence ☐ USA ☐ Other:
ID Number and Type                                   ☐ Passport ☐ Driver’s license ☐ Gov’t Issued ID
Country or State of lssuance			Expiration Date (mm/dd/yyyy)
Employment Status {Select only one.) ☐ Employed ☐ Self-employed ☐ Retired ☐ Not employed
Employer Name			Occupation/Position
Employer Address		City	State	Zip Code
Are you affiliated with or employed by a stock exchange or member firm of an exchange or FINRA, or a municipal securities broker- dealer? ☐ No ☐ Yes (If “yes” enter company name:                                  You must attach a letter to this application that is from your employer. approving the establishment of this Account.)
Are you a director, 10% shareholder or policy-making officer of a publicly held company? ☐ No ☐ Yes (If “yes” enter company name:                                 and trading symbol:                    .)
Investment Knowledge (Select only one.) ☐ None ☐ limited ☐ Good ☐ Extensive

H-2

EX-10.16

Exhibit 10.16

CLIENT AGREEMENT

1. This Client Agreement (“Agreement”) is between Instinet LLC and its affiliates (Collectively “Instinet” or “we”), a Delaware limited liability company, located at 1095 Avenue of the Americas. New York. New York 10036 and Instinet Client (hereinafter, “Client” or “You”). Subject to credit approval, and in accordance with this Agreement, Instinet agrees to provide you with the ability to utilize Instinet trading services and/or products, data and/or sales trading services (collectively the “Instinet Services”). You agree that the Instinet Services may not be redistributed to third parties without the prior written consent of Instinet.

2. You are responsible for those fees, costs and expenses associated with your access to and use of the Instinet Services, as set forth on Schedule 1 to Exhibit A-I attached to the Technology Services Agreement between the parties. dated the date hereof. You will be notified by Instinet in advance of any fees, costs and expenses associated with access and use of the Instinet Services not previously agreed between the parties. You agree to make timely payment under this Agreement and understand that payment is due within thirty (30) calendar days from the invoice date. We reserve the right to charge a late fee of the lesser of 1.5% or the maximum rate allowed by law for amounts (except those disputed in good faith) outstanding for more than thirty (30) calendar days after the date of invoice. In addition, you are responsible for the payment of any taxes, charges or assessments imposed on you and any accompanying penalties or interest (other than income taxes imposed on us), relating to the provision of Instinet Services to you under this Agreement. The terms and conditions of this paragraph shall survive termination of this Agreement.

3. You acknowledge that all proprietary rights in the Instinet Services are either owned or licensed by us and are protected under copyright. trademark and other intellectual properly laws and other applicable law (the “Intellectual Property Rights”). The Instinet Services provided pursuant to this Agreement are provided “as is”, without warranty of any kind by Instinet or its agents or affiliates. including. but not limited to. the implied warranties of merchantability, fitness for a particular purpose. title and non-infringement. The entire risk as to the quality and performance of the Instinet Services is with the Client and there is no guaranty that the Instinet Services will meet the Client’s requirements, be error-free, or operate without interruption.

4. You agree that it is your absolute unconditional and unassignable obligation, in connection with each securities trade executed by you through the Instinet Services, to deliver by settlement date, in good deliverable form, the subject securities and/or funds, as well as any required remittance of interest, dividend payments and/or other distributions. You further agree that it is your absolute, unconditional and unassignable obligation in connection with any transaction by you to sell a security “short” though the Instinet Services, to properly ensure that such transaction complies with applicable regulations. You will notify Instinet in writing 24 hours prior to any change to your clearing arrangements, excluding those in which you act as the clearing broker. Prior to entering an order, you will advise us of any legal restrictions on the transfer of any securities you sell and you will provide any necessary documents to us to satisfy legal transfer requirements. We are not responsible for any delays, expenses or losses associated with your failure to comply with any restrictions of the transfer of securities.

5. You understand that, when reasonable under the circumstances. we have no obligation to accept, or to execute. all or any part of an order or transaction that you seek to execute through the (i) Instinet Services. (ii) e-mail and/or (iii) any instant messaging service that you may utilize and that, without limiting the foregoing, we have no responsibility for transmissions that are inaccurate or not received by us, except to the extent resulting from Instinet’s gross negligence or willful misconduct, and may execute any transaction on the terms actually received by us. If you choose to cancel an order previously accepted by us and entered in a marketplace for you, we will make a good faith effort to do so provided the order has not already been executed. You agree that either party may cancel this Agreement at any time. Notwithstanding the foregoing, Client agrees and acknowledges that its settlement obligations cannot be waived under this or any other or provision in this Client Agreement, and that Client’s absolute and unconditional settlement obligations, as defined herein, shall remain in full force and effect. The terms and conditions of this paragraph shall survive any termination of this Agreement.

6. We, our managing directors, partners, officers, directors, affiliates, employees, third parties used to provide Instinet Services and against (each a “Related Party”) have no liability, contingent or otherwise, to you or to third parties, for the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Instinet Services or for delays or omissions of the Instinet Services, or for the failure of any connection or communication service to provide or maintain your access to various destinations via the Instinet Services or any erroneous communications between us and you, except to the extent caused by Instinet’s gross negligence or willful misconduct. We are not liable for any special. indirect, incidental or consequential damages which you may incur or experience because you entered into this Agreement or relied on the Instinet Services. You will make your own independent decision to access or use any of the Instinet Services or to execute any transaction, and we are not responsible to determine whether any transaction you may enter into is suitable, appropriate or advisable.

7. You will indemnify, protect and hold us and our Related Parties harmless from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages and costs (collectively, “Losses”) resulting from or arising out of (i) the use of the Instinet Services by you or any party using or accessing the Instinet Services provided to you under this Agreement; (ii) your breach of any of the material terms of this Agreement; and (iii), if you are a broker-dealer, investment manager or investment adviser acting on behalf of your customers, any claim that a trade was not suitable for or not authorized by a customer, caused directly or indirectly by you or any party using or accessing the Instinet Services provided to you under this Agreement. The foregoing indemnity shall not

apply to the extent at any Loss is due to our gross negligence or willful misconduct. You are not liable for any special, indirect, incidental or consequential damages, except for out-of-pocket amounts that Instinet is required to pay to a third party in connection with the foregoing Losses. We shall indemnify, protect and hold you harmless against any and all Losses to the extent any such Losses result from (i) our gross negligence or willful misconduct or (ii) any alleged or actual infringement in whole or in part, of any third party’s intellectual property rights by the Instinet Services provided to you under this Agreement. We shall not be liable for any of the foregoing to the extent that any Loss is due to your gross negligence or willful misconduct. In this paragraph, the terms “we”, “our” and “us” include any third-party service providers selected by you or us in connection with the Instinet Services.

8. You may access the Instinet Services only through one or more passwords or other access methods. that we specify (collectively, “Access Methods”). You are solely responsible for ensuring that your Access Methods are known to and used by only those users that you authorize. If any of your Access Methods have been lost, stolen or compromised, you will promptly notify us. Upon receipt of this notice, the lost, stolen, or compromised Access Methods will be cancelled or suspended as soon as is reasonably practicable but you are responsible for any actions taken through the use of such Access Methods before they are cancelled.

9. You will supply us with all information we may reasonably request in writing concerning your use of the Instinet Services, and you acknowledge that we may report information obtained under this paragraph to regulatory authorities as we determine in our sole but reasonable discretion to be necessary.

10. Program trade orders, as defined by regulatory rules, must be identified by you when submitting orders to Instinet A list of 15 or more stocks that has not been identified by you as either (i) a program or (ii) non-program will be treated as a program by Instinet.

11. In order to help the government fight the funding of terrorism and money laundering activities, U.S. federal law requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account. In addition to asking you for your name and address and other identifying information, we may also request other identifying documents.

12. Disclosure of Business Continuity Plan: See Appendix A hereto.

13. You may, but are not obligated to, consent to the suspension of receipt of periodic account statements from Instinet in accordance with NASD Rule 2340. See Appendix B hereto for the terms relating to your consent to the suspension of periodic account statements. Your consent, or lack thereof, shall be evidenced by marking the appropriate box at the end of this Agreement.

14. (a) Neither party may assign this Agreement without the other party’s prior written consent. We may, however, assign this Agreement to any entity that succeeds to all or substantially all of our assets and business.

(b) This Agreement contains the entire agreement of the parties with respect to its subject matter, and supersedes all existing and other communications, whether oral or written, between the parties concerning this subject matter. This Agreement may be modified only by a subsequent ling signed by both parties hereto.

(c) If any provision of this Agreement (or any portion thereof) is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not be affected or impaired.

(d) This Agreement shall be governed by the laws of the State of New York without regard to its choice of law provisions that would designate the law of another jurisdiction.

(e) The provisions of this Agreement may be executed in one or more counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument.

(f) Any waiver by party in writing of any of that party’s obligations hereunder, or any failure to insist upon strict compliance with any obligation, shall not operate as a waiver of, or estoppel with respect to any subsequent or other failure.

I have read and understand Appendix B, and consent to the suspension of periodic account statements as allowed by NASD Rule 2340.

I have read and understand Appendix B, and do not consent to the suspension of periodic account statements as allowed by NASD Rule 2340.

INSTINET, LLC		CLIENT: APEX CLEARING CORPORATION
By:	/s/ Tom Whelan	By:	/s/ Daniel Rosenthal
Print Name:	Tom Whelan	Print Name:	Daniel Rosenthal
Title:	Managing Director	Title:	CEO
Date:	3/14/13	Date:	3/14/13
Rev. 3/11

2

APPENDIX A

Client Notification-Disclosure of Business Continuity Plan

To Our Clients:

This is to notify you that Instinet Incorporated (“lnstinet”) has established Business Continuity Planning (”BCP”) processes, and procedures for itself and its U.S. operating subsidiaries, namely, Instinet, LLC and Instinet Group, LLC. to assure that business operations will continue following the occurrence of an interruption such as occasioned by fire, power outage, or other contingency. The BCP is designed to provide for employee safety, minimal disruption to clients, and serve as a foundation for the efficient restoration or business operations.

Instinet’s BCP includes methods and guidelines to restore its systems to full operating capability while assuring employee safety and client responsiveness. Such actions include the rebuilding of internal processes and procedures, and the reestablishment of system connections. BCP procedures may be invoked in whole or in part depending on the severity of the incident and the functional areas affected.

The following is a representative list of those occurrences that may result in the activation of the BCP: civil disorder. natural disaster, smoke damage, emergency renovation, power/telephone outage, Terrorism, fire, severe weather and water damage. Additionally, Instinet has established three major levels of emergency and the measures to be taken in each:

Level 1

A short-lived interruption, such as minor hardware failure, software failure, fire alarm, weather-related concerns such as snowstorms, hurricanes or blackouts, which may modestly affect Instinet’s business operations. Instinet will continue to operate with minimal disruption. A Level I emergency docs not call for the execution of the Instinet BCP. Expected time to return to normal operations may be a matter of hours to one day.

Level 2

An interruption such as an extended hardware failure at the home site, Instinet’s Data Center or a branch office location, while personnel are unaffected. Delay in operational processing is expected. A Level 2 emergency will activate certain aspects of the BCP. Expected time to return to normal operations may take a minimum of one day.

Level 3

Occurrence of a major outage or disaster at the home site or the Data Center whereby access to the premises is denied. Some loss of capability and risk to employee safety may occur. Immediate evacuation and execution of the BCP plan is required. Expected time to return to normal operations may take a period of time depending upon the nature of the disaster.

In the event of a business disruption. clients may contact the Instinet Client Emergency Hotline Number or visit our website at www.instinet.com for guidance on remediation efforts.

Questions on this topic may be directed to our Business Continuity Coordinator.

Very truly yours.

Instinet Incorporated

Rev. 2/ 12

3

APPENDIX B

Consent to Suspension of Statements

NASD Rule 2340 permits institutional customers doing business solely on a delivery versus payment/receive versus payment basis (“DVP/RVP”) to opt out of receiving periodic statements otherwise required by the rule.

If you are a client of Instinet, LLC (“Instinet”) and maintain your account(s) with Instinet on a DVP/RVP basis¹, you may consent to suspension of delivery of regular Instinet periodic statements by marking your selection in the appropriate box on the signature page of this Agreement.

Your consent to suspend delivery of periodic account statements may be cancelled at any time. Instinet will promptly resume delivery of your periodic account statements upon receipt of a written request from you under appropriate letterhead and signed by an authorized signatory.

The letter requesting resumption of delivery of regular statements or the request for a particular statement can be sent to us via e-mail, fax or U.S. mail and should be addressed to:

Instinet, LLC

Attn: Mid Office

1095 Avenue of the Americas

New York, NY 10036

Fax: [****]

E-mail: [****]

¹  For the purposes of this Appendix, a DVP/RVP account is an arrangement whereby payment for securities purchased is to be made to the selling customer’s agent and/or delivery of securities sold is to be made to the buying customer’s agent in exchange for payment at the time of settlement, usually in the form of cash.

Rev. 3/11

4

EX-10.17

Exhibit 10.17

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 ARRANGER AND SOLE BOOK RUNNER

TABLE OF CONTENTS

SECTION		HEADING	PAGE
SECTION 1.		DEFINITIONS; INTERPRETATION		1
	Section 1.1.	Definitions		1
	Section 1.2.	Interpretation		15
	Section 1.3.	Change in Accounting Principles		15
	Section 1.4.	Times of Day		16
SECTION 2.		THE FACILITIES		16
	Section 2.1.	Facility		16
	Section 2.2.	Applicable Interest Rates		16
	Section 2.3.	Minimum Borrowing Amounts		16
	Section 2.4.	Manner of Borrowing Loans		17
	Section 2.5.	Maturity of Loans		18
	Section 2.6.	Prepayments		18
	Section 2.7.	Default Rate		19
	Section 2.8.	Evidence of Indebtedness		19
	Section 2.9.	Commitment Terminations		19
	Section 2.10.	Replacement of Lenders		20
	Section 2.11.	Defaulting Lenders		21
SECTION 3.		FEES		22
	Section 3.1.	Fees		22
SECTION 4.		TAXES AND INCREASED COSTS		22
	Section 4.1.	Taxes		22
	Section 4.2.	Increased Costs		26
	Section 4.3.	Lending Offices; Mitigation Obligations		27
SECTION 5.		PLACE AND APPLICATION OF PAYMENTS		28
	Section 5.1.	Place and Application of Payments		28
	Section 5.2.	Non-Business Days		28
	Section 5.3.	Payments Set Aside		28
	Section 5.4.	Account Debit		29
SECTION 6.		REPRESENTATIONS AND WARRANTIES		29
	Section 6.1.	Organization and Qualification		29
	Section 6.2.	Subsidiaries		29
	Section 6.3.	Authority and Validity of Obligations		29
	Section 6.4.	Use of Proceeds		30
	Section 6.5.	Financial Reports		30

-i-

	Section 6.6.	No Material Adverse Change	30
	Section 6.7.	Full Disclosure	30
	Section 6.8.	Trademarks, Franchises, and Licenses	31
	Section 6.9.	Governmental Authority and Licensing	31
	Section 6.10.	Good Title	31
	Section 6.11.	Litigation and Other Controversies	31
	Section 6.12.	Taxes	31
	Section 6.13.	Approvals	31
	Section 6.14.	Affiliate Transactions	32
	Section 6.15.	Investment Company	32
	Section 6.16.	ERISA	32
	Section 6.17.	Compliance with Laws	32
	Section 6.18.	OFAC	33
	Section 6.19.	Other Agreements	33
	Section 6.20.	Solvency	33
	Section 6.21.	No Default; No Termination Event	33
	Section 6.22.	Registration, Regulation U	33
	Section 6.23.	SIPC Assessments	33
	Section 6.24.	Designated Examining Authority	33
	Section 6.25.	No Broker Fees	33
SECTION 7.		CONDITIONS PRECEDENT	34
	Section 7.1.	All Credit Events	34
	Section 7.2.	Initial Credit Event	34
SECTION 8.		COVENANTS	36
	Section 8.1.	Maintenance of Business	36
	Section 8.2.	Maintenance of Properties	36
	Section 8.3.	Taxes and Assessments	36
	Section 8.4.	Insurance	37
	Section 8.5.	Financial Reports	37
	Section 8.6.	Inspection	38
	Section 8.7.	Borrowings and Guaranties	39
	Section 8.8.	Liens	40
	Section 8.9.	Investments, Acquisitions, Loans and Advances	41
	Section 8.10.	Mergers, Consolidations and Sales	42
	Section 8.11.	Dividends and Certain Other Restricted Payments	43
	Section 8.12.	ERISA	43
	Section 8.13.	Compliance with Laws	43
	Section 8.14.	Compliance with OFAC Sanctions Programs and Anti-Corruption Laws	43
	Section 8.15.	Burdensome Contracts With Affiliates	44
	Section 8.16.	No Changes in Fiscal Year	45
	Section 8.17.	Change in the Nature of Business	45
	Section 8.18.	Use of Proceeds	45

-ii-

	Section 8.19.	No Restrictions	45
	Section 8.20.	Maintenance of Subsidiaries	45
	Section 8.21.	Financial Covenants	46
	Section 8.22.	Settlement Account	46
SECTION 9.		EVENTS OF DEFAULT AND REMEDIES	46
	Section 9.1.	Events of Default	46
	Section 9.2.	Non-Bankruptcy Defaults	48
	Section 9.3.	Bankruptcy Defaults	49
	Section 9.4.	Post-Default Collections	49
SECTION 10.		THE ADMINISTRATIVE AGENT	50
	Section 10.1.	Appointment and Authority	50
	Section 10.3.	Action by Administrative Agent; Exculpatory Provisions	50
	Section 10.4.	Reliance by Administrative Agent	51
	Section 10.6.	Resignation of Administrative Agent	52
	Section 10.7.	Non-Reliance on Administrative Agent and Other Lenders	53
	Section 10.8.	Designation of Additional Agents	53
	Section 10.9.	Enforcement of the Loan Documents; Possession of Collateral	53
	Section 10.10.	Authorization to Release Liens and Guaranties	54
	Section 10.11.	Authorization of Administrative Agent to File Proofs of Claim	54
SECTION 11.		THE GUARANTEES	55
	Section 11.1.	The Guarantees	55
	Section 11.2.	Guarantee Unconditional	55
	Section 11.3.	Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances	56
	Section 11.4.	Subrogation	56
	Section 11.5.	Subordination	56
	Section 11.6.	Waivers	57
	Section 11.7.	Limit on Recovery	57
	Section 11.8.	Stay of Acceleration	57
	Section 11.9.	Benefit to Guarantors	57
SECTION 12.		COLLATERAL	57
	Section 12.1.	Collateral	57
	Section 12.2.	Delivery of Collateral; Provision of Collateral Documentation	58
	Section 12.3.	Settlement Account	58
	Section 12.4.	Further Assurances	58
	Section 12.5.	Guaranties	59

-iii-

SECTION 13.		MISCELLANEOUS	59
	Section 13.1.	Notices	59
	Section 13.2.	Successors and Assigns	60
	Section 13.3.	Amendments	64
	Section 13.4.	Costs and Expenses; Indemnification	65
	Section 13.5.	No Waiver, Cumulative Remedies	67
	Section 13.6.	Right of Setoff	68
	Section 13.7.	Sharing of Payments by Lenders	68
	Section 13.8.	Survival of Representations	69
	Section 13.9.	Survival of Indemnities	69
	Section 13.10.	Counterparts, Integration; Effectiveness	69
	Section 13.11.	Headings	70
	Section 13.12.	Severability of Provisions	70
	Section 13.13.	Construction	70
	Section 13.14.	Excess Interest	70
	Section 13.15.	Lender’s Obligations Several	71
	Section 13.16.	No Advisory or Fiduciary Responsibility	71
	Section 13.17.	Governing Law; Jurisdiction; Consent to Service of Process	71
	Section 13.18.	Waiver of Jury Trial	72
	Section 13.19.	USA Patriot Act	72
	Section 13.20.	Confidentiality	73
	Section 13.21.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	73
Signature Page			S-1

EXHIBIT A	—	Notice of Borrowing
EXHIBIT B	—	Note
EXHIBIT C	—	Compliance Certificate
EXHIBIT D	—	Certificate re: Eligible NSCC Margin Deposits
EXHIBIT E	—	Assignment and Assumption
SCHEDULE 2.1	—	Commitments
SCHEDULE 6.2	—	Subsidiaries
SCHEDULE 6.14	—	Affiliate Transactions

-iv-

CREDIT AGREEMENT

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.

PRELIMINARY STATEMENT

The Borrower has requested, and the Lenders have agreed to extend, certain credit facilities on the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS; INTERPRETATION.

Section 1.1. Definitions. The following terms when used herein shall have the following meanings:

“Adequate Assurance Deposit” means an NSCC deposit requirement, in excess of ordinary course NSCC deposit requirements or resulting from a market-driven event that effects similarly situated Persons to the extent that the Borrower is not required to deposit additional funds that are disproportionate to the amounts required by such Persons, pursuant to NSCC Rule 15, section 2(b).

“Administrative Agent” means BMO Harris Bank N.A., in its capacity as Administrative Agent hereunder, and any successor in such capacity pursuant to Section 10.6.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, another Person. A Person shall be deemed to control another Person for purposes of this definition if such Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the other Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise; provided that, in any event for purposes of this definition, any Person that owns, directly or indirectly, 5% or more of the securities having the ordinary voting power for the election of directors or governing body of a corporation or 5% or more of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person.

“Agreement” means this Credit Agreement, as the same may be amended, modified, or restated from time to time in accordance with the terms hereof.

“Anti-Corruption Law” means the FCPA and any law, rule or regulation of any jurisdiction concerning or relating to bribery or corruption that are applicable to any Loan Party or any Subsidiary or Affiliate.

“Applicable Margin” means (a) with respect to Loans, 2.50% per annum, and (b) with respect to the commitment fees payable under Section 3.1(a), 0.50% per annum.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 13.2(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent.

“Authorized Representative” means those persons shown on the list of officers provided by the Borrower pursuant to Section 7.2 or on any update of any such list provided by the Borrower to the Administrative Agent, or any further or different officers of the Borrower so named by any Authorized Representative of the Borrower in a written notice to the Administrative Agent.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Beneficial Owner” shall have the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” shall have a corresponding meaning.

“Borrower” is defined in the introductory paragraph of this Agreement.

“Borrowing” means the total of Loans advanced on a single date. Borrowings of Loans are made and maintained ratably from each of the Lenders under a Facility according to their Percentages of such Facility. A Borrowing is “advanced” on the day Lenders advance funds comprising such Borrowing to the Borrower.

-2-

“Borrowing Base” means, as of any time it is to be determined, the sum of

(i) 100% of an amount equal to the difference of (A) the requested withdrawals of cash from the Reserve Account, less (B) cash received by the Borrower that is required to be deposited into the Reserve Account in accordance with the most recent Reserve Account computation, less (C) the aggregate principal amount of Loans advanced to Borrower relating to such requested withdrawal (whether such Loans remain outstanding or have been repaid), in each case from the date of such requested withdrawal through the date the Borrower requests a Borrowing hereunder relating to such requested withdrawal; plus

(ii) an amount equal to 80% of the excess, if any, of the Eligible NSCC Margin Deposits of the Borrower at such time over the Eligible NSCC Margin Deposits of the Borrower in effect as at the close of business on the day in the prior calendar month (or if the certificate for such prior calendar month with respect to the Borrower’s Eligible NSCC Margin Deposit has not been delivered pursuant to Section 7.5 hereof, the preceding calendar month) that was the day having the 10th lowest Eligible NSCC Margin Deposits of the Borrower during such calendar month; provided, that the Borrowing Base (after giving effect to the advance rate) shall not, at any time, exceed the amount of the Eligible NSCC Margin Deposits of the Borrower at such time.

“Business Day” means any day (other than a Saturday or Sunday) on which banks are not authorized or required to close in Chicago, Illinois.

“Capital Lease” means any lease of Property which in accordance with GAAP is required to be capitalized on the balance sheet of the lessee.

“Capitalized Lease Obligation” means, for any Person, the amount of the liability shown on the balance sheet of such Person in respect of a Capital Lease determined in accordance with GAAP.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued and (y) all requests, rules, guidelines or directives promulgated by the Administrative Agent for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

-3-

“Change of Control” means any of (a) the Permitted Holders cease to own, directly or indirectly, 60% of the voting and non-voting equity interests of the Parent, (b) the Parent ceases to own, legally and beneficially, 60% of the voting and non-voting equity interests of the Borrower, (c) the Permitted Holders fail to have the right to appoint a majority of the board of directors (or similar governing body) of the Parent and of the Borrower, or (d) any “Change of Control” (or words of like import), as defined in any agreement or indenture relating to any issue of Indebtedness of any Loan Party or any Subsidiary of a Loan Party, shall occur.

“Closing Date” means the date of this Agreement or such later Business Day upon which each condition described in Section 7.2 shall be satisfied or waived in a manner acceptable to the Administrative Agent in its discretion.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.

“Collateral” is defined in Section 12.1 hereof.

“Commitment” means, as to any Lender, the obligation of such Lender to make Loans in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.1 attached hereto and made a part hereof, as the same may be reduced or modified at any time or from time to time pursuant to the terms hereof. The Borrower and the Lenders acknowledge and agree that the Commitments of the Lenders aggregate $60,000,000 on the Closing Date.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profit Taxes.

“Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.

“Credit Event” means the advancing of any Loan.

“Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Loans.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any event or condition which constitutes an Event of Default or any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute an Event of Default.

-4-

“Defaulting Lender” means, subject to Section 2.11(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, at any time after the Closing Date (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal Regulatory Authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.11(b)) upon delivery of written notice of such determination to the Borrower and each Lender.

“Designated Examining Authority” means an exchange that has been designated as the Borrower’s securities designated examining authority, as defined in Rule 15c3-1(c)(12) of the SEC.

“Designated Self-Regulatory Organization” shall have the meaning assigned to such term in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended.

“DTC” means The Depository Trust Company and its successors and assigns.

-5-

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 13.2(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 13.2(b)(iii)).

“Eligible NSCC Margin Deposits” means those NSCC Margin Deposits of the Borrower, excluding such portions of NSCC Margin Deposits that (a) relate to losses incurred by the Borrower for its own account or the account of any of its Subsidiaries or (b) as reasonably determined by the Borrower, acting in good faith, are subject to any counterclaim, deduction, defense, setoff or similar rights by NSCC or DTC other than to the extent constituting or arising out of the obligations for which such deposit was delivered (but only to the extent of any such counterclaim, deduction, defense, setoff or similar rights); provided, however, that the value of Eligible NSCC Margin Deposits shall not at any time exceed the NSCC Deposit Requirements applicable to the Borrower at such time.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” means any event or condition identified as such in Section 9.1.

“Excess Net Capital” means, as of any date the same is to be determined, the Borrower’s net capital as shown on line 3910 of the Borrower’s most recent FOCUS Part 2 report.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest

-6-

in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.10) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 4.1 amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 4.1(g), and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Facility” means the credit facility for making Loans described in Sections 2.1.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“FCPA” means the Foreign Corrupt Practices Act, 15 U.S.C. §§78dd-1, et seq.

“Federal Funds Rate” means, for any day, the rate determined by the Administrative Agent to be the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the rates per annum quoted to the Administrative Agent at approximately 10:00 a.m. (Chicago time) (or as soon thereafter as is practicable) on such day (or, if such day is not a Business Day, on the immediately preceding Business Day) by two or more Federal funds brokers selected by the Administrative Agent for sale to the Administrative Agent at face value of Federal funds in the secondary market in an amount equal or comparable to the principal amount for which such rate is being determined; provided that in no event shall the Federal Funds Rate be less than 0.00%.

“Financial Officer” of any Person means the chief financial officer, treasurer or controller of such Person.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

-7-

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guaranty Agreements” means and includes the Guarantee of the Guarantors, if any, provided for in Section 11, and any other guaranty agreement executed and delivered in order to guarantee the Obligations or any part thereof in form and substance acceptable to the Administrative Agent.

“Guarantors” means and includes each Subsidiary of the Borrower.

“Indebtedness” means for any Person (without duplication) (a) all indebtedness created, assumed or incurred in any manner by such Person representing money borrowed (including by the issuance of debt securities and overnight overdrafts of deposit accounts), (b) all indebtedness for the deferred purchase price of property or services (other than trade accounts payable arising in the ordinary course of business which are not more than ninety (90) days past due), (c) all indebtedness secured by any Lien upon Property of such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness, (d) all Capitalized Lease Obligations of such Person, (e) all obligations of such Person on or with respect to letters of credit, bankers’ acceptances and other extensions of credit whether or not representing obligations for borrowed money, (f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interest in such Person or any other Person or any warrant, right or option to acquire such equity interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (g) all net obligations (determined as of any time based on the termination value thereof) of such Person under any interest rate, foreign currency, and/or commodity swap, exchange, cap, collar, floor, forward, future or option agreement, or any other similar interest rate, currency or commodity hedging arrangement; and (h) all guarantees of such Person in respect of any of the foregoing. For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.

-8-

“Indemnified Taxes” means (a) all Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“IRS” means the United States Internal Revenue Service.

“Legal Requirement” means any treaty, convention, statute, law, common law, rule, regulation, ordinance, license, permit, governmental approval, injunction, judgment, order, consent decree or other requirement of any governmental authority, whether federal, state, or local.

“Lenders” means and includes BMO Harris Bank N.A. and the other Persons listed on Schedule 2.1 and any other Person that shall have become party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Lending Office” is defined in Section 4.3.

“Lien” means any mortgage, lien, security interest, pledge, charge or encumbrance of any kind in respect of any Property, including the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement.

“Liquidity Ratio” means, at any time the same is to be determined, the ratio of (a) the sum of the (i) value of unencumbered marketable securities (determined after taking into account prudent and customary financing haircuts as reasonably determined by the Administrative Agent) of the Borrower (exclusive of any securities on deposit in a Customer Reserve Bank Account or a PAB Reserve Bank Account, as those terms are defined in Exchange Act rule 15c3-3), plus (ii) unencumbered cash held by the Borrower (exclusive of any cash on deposit in a Customer Reserve Bank Account or a PAB Reserve Bank Account, as those terms are defined in Exchange Act rule 15c3-3) unless such cash on deposit is available to satisfy any obligation of the Borrower, plus (iii) Eligible NSCC Margin Deposits (solely to the extent of the lesser of (x) the amount, if any, by which the Borrowing Base at such time exceeds the aggregate outstanding amount of Loans and (y) an amount equal to the Commitment minus the aggregate outstanding amount of Loans), to (b) the aggregate outstanding principal amount of unsecured Indebtedness of the Borrower at such time (other than the Loans, Subordinated Debt, and intercompany Indebtedness that is subordinated to the Obligations, and exclusive of any credit balances carried for the account of any customer, broker or dealer).

“Loan” is defined in Section 2.1.

“Loan Documents” means this Agreement, the Note, and each other document, instrument, certificate and agreement executed and delivered by the Loan Parties in favor of the Administrative Agent and the Lenders in connection with this Agreement.

“Loan Parties” means collectively the Borrower and the Guarantors.

-9-

“Material Adverse Effect” means (a) a material adverse change in, or material adverse effect upon, the operations, business, Property or condition (financial or otherwise) of the Borrower or of the Loan Parties and their Subsidiaries taken as a whole, (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document or (c) a material adverse effect upon (i) the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document or the rights and remedies of the Administrative Agent and the Lenders thereunder or (ii) the perfection or priority of any Lien granted hereunder or under any other Loan Document.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all affected Lenders in accordance with the terms of Section 13.3 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Note” and “Notes” each is defined in Section 2.8.

“Notice of Borrowing” means that certain Notice of Borrowing in the form of Exhibit A attached hereto.

“NSCC” means the National Securities Clearing Corporation.

“NSCC Deposit Requirements” means the NSCC Margin Deposit required of Borrower by NSCC, as such requirements may be amended, supplemented or otherwise modified from time to time.

“NSCC Margin Deposits” means all deposits, collateral, capital accounts and funds provided by the Borrower to NSCC as an NSCC participant.

“Obligations” means all obligations of the Borrower to pay principal and interest on the Loans, all fees and charges payable hereunder, and all other payment obligations of the Borrower arising under or in relation to any Loan Document, in each case whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired.

“OFAC” means the United States Department of Treasury Office of Foreign Assets Control.

“OFAC Event” is defined in Section 8.14.

“OFAC Sanctions Programs” means all laws, regulations, and Executive Orders administered by OFAC, including without limitation, the Bank Secrecy Act, anti-money laundering laws (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act)), and all economic and trade sanction programs administered by OFAC, any and all similar United States federal laws, regulations or Executive Orders (whether administered by OFAC or otherwise), and any similar laws, regulations or orders adopted by any State within the United States.

-10-

“Organizational Documents” means the certificate of organization, limited liability company agreement, operating agreement, or such other agreement under which a Person is organized, as each of the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with this Agreement.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.10).

“Parent” means Apex Clearing Holdings LLC, a Delaware limited liability company. “Participant” has the meaning assigned to such term in clause (d) of Section 13.2. “Participant Register” has the meaning specified in clause (d) of Section 13.2.

“PBGC” means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under ERISA.

“Percentage” means, for each Lender, the percentage of the total Commitments represented by such Lender’s Commitment or, if the Commitments have been terminated or expired, the percentage of the total Credit Exposure then outstanding held by such Lender.

“Permitted Holders” means Persons that are individuals who own, directly or indirectly, the equity interests of Peak6 Investments, L.P. as of the date of this Agreement, the immediate family members of such Persons, and all other trusts and other estate planning vehicles established for the benefit of such Persons.

“Person” means any natural Person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

-11-

“Plan” means any employee pension benefit plan covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code that either (a) is maintained by a member of the Controlled Group for employees of a member of the Controlled Group or (b) is maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible. “Recipient” means (a) the Administrative Agent, and (b) any Lender, as applicable.

“Regulatory Authority” means, with respect to a Loan Party or Subsidiary, FINRA, the SEC and all other examining and regulating authorities with jurisdiction over such Loan Party or Subsidiary.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Required Lenders” means, at any time, two or more Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. To the extent provided in the last paragraph of Section 13.3, the Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Reserve Account” means one or more bank accounts of the Borrower specified as a “Special Reserve Bank Account for the Exclusive Benefit of Customers” or “Special Reserve Bank Account for Broker Dealers” in accordance with Rule 15c3-3 of the SEC.

“Responsible Officer” of any person means any executive officer or Financial Officer of such Person and any other officer, general partner or managing member or similar official thereof with responsibility for the administration of the obligations of such person in respect of this Agreement whose signature and incumbency shall have been certified to the Administrative Agent on or after the Closing Date pursuant to an incumbency certificate of the type contemplated by Section 7.2.

“Restricted Payments” is defined in Section 8.10 hereof.

“SEC” means the Securities and Exchange Commission.

“Settlement Account” means that certain account of the Borrower (account number 371-263-5) maintained with the Administrative Agent together with any account established in connection with any extension, renewal or substitution thereof, in each case as such Settlement Account may be renumbered or re-titled from time to time.

“Settlement Bank Obligations” means obligations of the Borrower owing to the Administrative Agent, in its capacity as the settlement bank, solely in connection with the settlement of securities.

-12-

“SIPC” means the Securities Investor Protection Corporation established pursuant to the Securities Investor Protection Act of 1970, as amended, or any other corporation that succeeds to the functions thereof.

“Subordinated Debt” means Indebtedness which (i) qualifies as the Borrower’s regulatory capital calculated in accordance with Exchange Act Rule 15c3-1, (ii) is unsecured, and (iii) is subordinated in right of payment to the prior payment of the Obligations pursuant to subordination provisions reasonably acceptable to the Administrative Agent (which shall include the subordination provisions required pursuant to Appendix D to the Exchange Act Rule 15c3-1).

“Subsidiary” means, as to any particular parent corporation or organization, any other corporation or organization more than 50% of the outstanding stock or other equity interests entitled to vote is at the time directly or indirectly owned by such parent corporation or organization or by any one or more other entities which are themselves subsidiaries of such parent corporation or organization. Unless otherwise expressly noted herein, the term “Subsidiary” means a Subsidiary of the Borrower or of any of its direct or indirect Subsidiaries.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Termination Date” means the earliest to occur of: (i) September 12, 2019, (ii) the date upon which a Termination Event occurs, or (iii) the date upon which the Commitment is terminated in whole pursuant to Section 2.9, 9.2 or 9.3.

“Termination Event” means the occurrence of any of the following:

(a) the NSCC requires any Loan Party to make an Adequate Assurance Deposit or any other clearinghouse imposes a similar requirement on a Loan Party;

(b) one or more Regulatory Authorities imposes fines, levies, or other monetary penalties (including the disgorgement of profits) against any Loan Party in excess of $3,000,000 individually or in the aggregate with all other Loan Parties;

(c) any Regulatory Authority requires that a material portion of any Loan Party’s business be suspended or otherwise prohibited from operating for a period of five (5) or more Business Days, including, as applicable, the suspension, revocation or termination of such Loan Party as a broker-dealer with the SEC or as a member of a Regulatory Authority;

(d) any Loan Party enters into a settlement with any Person (including any Regulatory Authority), and such Loan Party, together with any other Loan Party party to such settlement, is obligated to pay an amount in excess of $7,000,000 as part of such settlement;

-13-

(e) one or more Regulatory Authorities imposes a fine, levy or other monetary penalty against any Loan Party’s then current Chief Executive Officer, Chief Financial Officer or Chief Compliance Officer in excess of $500,000;

(f) any Loan Party’s then current Chief Executive Officer, Chief Financial Officer or Chief Compliance Officer enters into a settlement with any Person (including any Regulatory Authority), and such Chief Executive Officer, Chief Financial Officer or Chief Compliance Officer is obligated to pay an amount in excess of $1,500,000 as part of such settlement; or

(g) any Loan Party’s then current Chief Executive Officer, Chief Financial Officer or Chief Compliance is suspended in any capacity for any reason for a period of five (5) or more Business Days or expelled by a Regulatory Authority.

“Threshold Amount” means $3,000,000.

“Total Assets to Total Regulatory Capital Ratio” means, at any time the same is to be determined, the ratio of (i) an amount equal to (a) total assets of the Borrower determined in accordance with GAAP, minus (b) cash segregated in compliance with applicable law, rules, or regulations to (ii) the Borrower’s Total Regulatory Capital determined on a non-consolidated basis, in each case at such time.

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments and Credit Exposure of such Lender at such time.

“Total Regulatory Capital” means, as of any date the same is to be determined with respect to the Borrower, the Borrower’s Total Regulatory Capital as shown on line 3530 of the Borrower’s most recent FOCUS Part 2 report.

“UCC” means the Uniform Commercial Code of the State of New York in effect from time to time.

“Unfunded Vested Liabilities” means, for any Plan at any time, the amount (if any) by which the present value of all vested nonforfeitable accrued benefits under such Plan exceeds the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA.

“U.S. Dollars” and “$” each means the lawful currency of the United States of America.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in subsection (f) of Section 4.1.

-14-

“Welfare Plan” means a “welfare plan” as defined in Section 3(1) of ERISA.

“Wholly-owned Subsidiary” means a Subsidiary of which all of the issued and outstanding shares of capital stock (other than directors’ qualifying shares as required by law) or other equity interests are owned by the Borrower and/or one or more Wholly-owned Subsidiaries within the meaning of this definition.

“Withholding Agent” means any Loan Party and the Administrative Agent.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

“Zero Loan Day” means, at any time, a Business Day in which no principal amount of the Loans is outstanding.

Section 1.2. Interpretation. The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP except where such principles are inconsistent with the specific provisions of this Agreement.

Section 1.3. Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms

-15-

so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent or any Loan Party shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Section 1.4. Times of Day. All references to time of day herein are references to Chicago, Illinois, time unless otherwise specifically provided.

SECTION 2. THE FACILITIES.

Section 2.1. Facility. Subject to the terms and conditions hereof, each Lender, by its acceptance hereof, severally agrees to make a loan or loans (individually a “Loan” and collectively for all the Lenders the “Loans”) in U.S. Dollars to the Borrower from time to time on a revolving basis up to the amount of such Lender’s Revolving Credit Commitment, subject to any reductions thereof pursuant to the terms hereof, before the Termination Date. The sum of the aggregate principal amount of Loans at any time outstanding shall not exceed the lesser of (i) the Commitments in effect at such time and (ii) the Borrowing Base as then determined and computed; provided, the Lenders shall not be obligated to make a Loan during any calendar month if such Loan would cause the number of Zero Loan Days during such calendar month to be less than five (5). Each Borrowing of Loans shall be made ratably by the Lenders in proportion to their respective Percentages. Loans may be repaid and the principal amount thereof reborrowed before the Termination Date, subject to the terms and conditions hereof.

Section 2.2. Interest Rates. (a) Each Loan made or maintained by a Lender shall bear interest (computed on the basis of a year of 360 days and the actual days elapsed on the unpaid principal amount thereof from the date such Loan is advanced until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of the Applicable Margin plus the Federal Funds Rate from time to time in effect, payable by the Borrower on the last day of every calendar month and at maturity (whether by acceleration or otherwise), and (b) the Administrative Agent shall determine each interest rate applicable to the Loans hereunder, and its determination thereof shall be conclusive and binding except in the case of manifest error.

Section 2.3. Minimum Borrowing Amounts. Each Borrowing of Loans shall be in an amount not less than $100,000.

-16-

Section 2.4. Manner of Borrowing Loans.

(a) Notice to the Administrative Agent. The Borrower shall give notice to the Administrative Agent by no later than 2:00 p.m. on the date the Borrower requests the Lenders to advance a Borrowing. The Borrower shall give all such notices requesting the advance of a Borrowing to the Administrative Agent by telephone, telecopy, or other telecommunication device acceptable to the Administrative Agent (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing in a manner acceptable to the Administrative Agent), substantially in the form attached hereto as Exhibit A (Notice of Borrowing), as applicable, or in such other form acceptable to the Administrative Agent. All such notices concerning a Borrowing shall specify the date of the requested advance of a Borrowing (which shall be a Business Day) and the amount of the requested Borrowing to be advanced. The Borrower agrees that the Administrative Agent may rely on any such telephonic, telecopy, electronic mail or other telecommunication notice given by any person the Administrative Agent in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation such telephonic notice shall govern if the Administrative Agent has acted in reliance thereon.

(b) Notice to the Lenders. The Administrative Agent shall give prompt telephonic, telecopy or other telecommunication notice to each Lender of any notice from the Borrower received pursuant to Section 2.4(a) above.

(c) Disbursement of Loans. Not later than 3:30 p.m. on the date of any requested advance of a new Borrowing, subject to Section 7, each Lender shall make available its Loan comprising part of such Borrowing in funds immediately available at the principal office of the Administrative Agent in Chicago, Illinois (or at such other location as the Administrative Agent shall designate). The Administrative Agent shall make the proceeds of each new Borrowing available to the Borrower at the Administrative Agent’s principal office in Chicago, Illinois (or at such other location as the Administrative Agent shall designate), by depositing or wire transferring such proceeds to the credit of the Borrower’s Settlement Account or as the Borrower and the Administrative Agent may otherwise agree.

(d) Administrative Agent Reliance on Lender Funding. Unless the Administrative Agent shall have been notified by a Lender prior to 3:30 p.m. on the date on which such Lender is scheduled to make payment to the Administrative Agent of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does not intend to make such payment, the Administrative Agent may assume that such Lender has made such payment when due and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to the Borrower the proceeds of the Loan to be made by such Lender and, if any Lender has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, pay to the Administrative Agent the amount made available to the Borrower attributable to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower and ending on (but excluding) the date such Lender pays such amount to the Administrative Agent at a rate per annum equal to the Federal Funds Rate in effect for each such day plus the Applicable Margin. If such amount is not received from such Lender by the Administrative Agent immediately after demand, the Borrower will repay to the Administrative Agent the proceeds of the Loan attributable to such Lender within one day after demand together with interest on such Loan at a rate per annum equal to the interest rate applicable to the relevant Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

-17-

Section 2.5. Maturity of Loans. Each Loan, both for principal and interest not sooner paid, shall mature and be due and payable by the Borrower on the Termination Date.

Section 2.6. Prepayments.

(a) Optional. The Borrower may prepay in whole or in part (but, if in part, then in an amount not less than $100,000) upon notice delivered by the Borrower to the Administrative Agent no later than 2:00 p.m. on the date of prepayment (or, in any case, such shorter period of time then agreed to by the Administrative Agent), such prepayment to be made by the payment of the principal amount to be prepaid.

(b) Mandatory. (i) The Borrower shall, on each date the Commitments are reduced pursuant to Section 2.9, prepay the Loans by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Loans then outstanding to the amount to which the Commitments have been so reduced.

(ii) The Borrower covenants and agrees that if, on any Business Day, the sum of the principal amount of the Loans then outstanding shall be in excess of the Borrowing Base as then determined and computed, the Borrower shall as soon as practicable but in any event no later than 11:00 a.m. on the next succeeding Business Day, and without notice or demand, pay over the amount of the excess to the Administrative Agent as and for a mandatory prepayment on the Obligations.

(iii) The Borrower shall, not later than 3:00 p.m. on the seventh (7th) Business Day after any Loan is advanced, and without notice or demand pay over the full amount of such Loan to the Administrative Agent as and for a mandatory prepayment on the Obligations.

(iv) Without limiting the Borrower’s obligation to repay the Loans pursuant to any other provision of this Section 2.6(b), as soon as practicable but in any event no later than 11:00 a.m. on the Business Day following the date that any NSCC Margin Deposit is returned to the Borrower, the Borrower shall without notice or demand, prepay the outstanding Obligations in an amount equal to 100% of such returned NSCC Margin Deposits.

(iv) Without limiting the Borrower’s obligation to repay the Loans pursuant to any other provision of this Section 2.6(b), on any Business Day in a calendar month (other than the last Business Day in a calendar month), if (A) the sum of (x) the number of Business Days remaining in such calendar month (not including such Business Day) plus (y) the number of Zero Loan Days occurring in such calendar month on or prior to such Business Day is less than (B) five (5), then the Borrower shall not later than 3:00 p.m. on such Business Day, without notice or demand, prepay over the full amount of all outstanding Loans to the Administrative Agent as and for a mandatory prepayment on the Obligations.

-18-

(c) Any amount of Loans paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again.

Section 2.7. Default Rate. Notwithstanding anything to the contrary contained herein, while any Event of Default exists or after acceleration, the Borrower shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the principal amount of all Loans and other amounts at a rate per annum equal to the sum of 2.0% plus the Applicable Margin plus the Federal Funds Rate from time to time in effect; provided, however, that in the absence of acceleration pursuant to Section 9.2 or 9.3, any adjustments pursuant to this Section shall be made at the election of the Administrative Agent, acting at the request or with the consent of the Required Lenders, with written notice to the Borrower. While any Event of Default exists or after acceleration, interest shall be paid on demand of the Administrative Agent at the request or with the consent of the Required Lenders.

Section 2.8. Evidence of Indebtedness. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b) The Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Loan made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

(c) The entries maintained in the accounts maintained pursuant to subsections (a) and (b) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms.

(d) Any Lender may request that its Loans be evidenced by a promissory note or notes in the form of Exhibit B (collectively, as the “Notes” and individually as a “Note”). In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to such Lender or its registered assigns in the amount of the Commitment. Thereafter, the Loans evidenced by such Note or Notes and interest thereon shall at all times (including after any assignment pursuant to Section 13.2) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 13.2, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in subsections (a) and (b) above.

Section 2.9. Commitment Terminations. The Borrower shall have the right at any time and from time to time, upon five (5) Business Days prior written notice to the Administrative Agent (or such shorter period of time agreed to by the Administrative Agent), to terminate the Commitments without premium or penalty and in whole or in part, any partial termination to be (i) in an amount not less than $1,000,000 and (ii) allocated ratably among the Lenders in

-19-

proportion to their respective Percentages, provided that the Commitments may not be reduced to an amount less than the sum of the aggregate principal amount of Loans then outstanding. The Administrative Agent shall give prompt notice to each Lender of any such termination of the Commitments. Any termination of the Commitments pursuant to this Section may not be reinstated.

Section 2.10. Replacement of Lenders. If any Lender requests compensation under Section 4.2, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.1 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 4.3, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 13.2), all of its interests, rights (other than its existing rights to payments pursuant to Section 4.1 or Section 4.2) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 13.2;

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii) in the case of any such assignment resulting from a claim for compensation under Section 4.2 or payments required to be made pursuant to Section 4.1, such assignment will result in a reduction in such compensation or payments thereafter;

(iv) such assignment does not conflict with applicable Legal Requirements; and

(v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

-20-

Section 2.11. Defaulting Lenders.

(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.7 hereto shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 7.1 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of owed to, such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with their Percentages of the Commitment. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees. No Defaulting Lender shall be entitled to receive any commitment fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

-21-

(b) Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with their respective Percentages of the Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

SECTION 3. FEES.

Section 3.1. Fees.

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the ratable account of the Lenders in accordance with their Percentages a commitment fee at the rate per annum equal to the Applicable Margin (computed on the basis of a year of 360 days and the actual number of days elapsed) times the daily amount by which the aggregate Commitments exceeds the principal amount of Revolving Loans then outstanding. Such commitment fee shall be payable quarterly in arrears on the last day of each March, June, September, and December in each year (commencing on the first such date occurring after the Closing Date) and on the Termination Date, unless the Commitments are terminated in whole on an earlier date, in which event the commitment fee for the period to the date of such termination in whole shall be paid on the date of such termination.

(b) Administrative Agent Fees. The Borrower shall pay to the Administrative Agent, for its own use and benefit, the fees agreed to between the Administrative Agent and the Borrower in a fee letter dated September 13, 2018 or as otherwise agreed to in writing between them.

SECTION 4. TAXES AND INCREASED COSTS.

Section 4.1. Taxes.

(a) Certain Defined Terms. For purposes of this Section, the term “applicable law” includes FATCA.

-22-

(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Legal Requirements. If any applicable Legal Requirement (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with the applicable Legal Requirement and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c) Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with the applicable Legal Requirement, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.2(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this subsection (e).

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

-23-

(g) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 4.1(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii) executed originals of IRS Form W-8ECI;

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate in form and substance acceptable to the Administrative Agent to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the

-24-

Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or

(iv) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate in form and substance acceptable to the Administrative Agent, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate in form and substance acceptable to the Administrative Agent on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

-25-

(h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this subsection (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i) Survival. Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 4.2. Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or other Recipient and subject to clause (c) below, the Borrower will pay to such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

-26-

(b) Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time and subject to clause (c) below the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Section 4.3. Lending Offices; Mitigation Obligations. Each Lender may, at its option, elect to make its Loans hereunder at the branch, office or affiliate specified in its Administrative Questionnaire (each a “Lending Office”) for each type of Loan available hereunder or at such other of its branches, offices or affiliates as it may from time to time elect and designate in a written notice to the Borrower and the Administrative Agent. If any Lender requests compensation under Section 4.2, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.1, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 4.1 or 4.2, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

-27-

SECTION 5. PLACE AND APPLICATION OF PAYMENTS.

Section 5.1. Place and Application of Payments. All payments of principal of and interest on the Loans and all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 3:00 p.m. on the due date thereof at the office of the Administrative Agent in Chicago, Illinois (or such other location as the Administrative Agent may designate to the Borrower), for the benefit of the Lender(s) entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each such day.

Section 5.2. Non-Business Days. If any payment hereunder becomes due and payable on a day which is not a Business Day, the due date of such payment shall be extended to the next succeeding Business Day on which date such payment shall be due and payable. In the case of any payment of principal falling due on a day which is not a Business Day, interest on such principal amount shall continue to accrue during such extension at the rate per annum then in effect, which accrued amount shall be due and payable on the next scheduled date for the payment of interest.

Section 5.3. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower or any other Loan Party is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each such day.

-28-

Section 5.4. Account Debit. The Borrower hereby irrevocably authorizes the Administrative Agent to charge any of the Borrower’s deposit accounts (other than a Reserve Account) maintained with the Administrative Agent for the amounts from time to time necessary to pay any then due Obligations; provided that the Borrower acknowledges and agrees that the Administrative Agent shall not be under an obligation to do so and the Administrative Agent shall not incur any liability to the Borrower or any other Person for the Administrative Agent’s failure to do so.

SECTION 6. REPRESENTATIONS AND WARRANTIES.

Each Loan Party represents and warrants to the Administrative Agent and the Lenders as follows:

Section 6.1. Organization and Qualification. The Borrower is (a) duly organized, validly existing, and in good standing as a corporation under the laws of the State of New York, (b) has the organizational power to own its Property and conduct its business as now conducted, and (c) is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying.

Section 6.2. Subsidiaries. Each Subsidiary of the Borrower (a) is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated or organized, as the case may be, (b) has the organizational power to own its Property and conduct its business as now conducted, and (c) is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying. As of the date of this Agreement, Schedule 6.2 hereto identifies each Subsidiary of the Borrower, the jurisdiction of its organization, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Borrower and the Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class of its authorized capital stock and other equity interests and the number of shares of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 6.2 as owned by the Borrower or a Subsidiary are owned, beneficially and of record, by the Borrower or such Subsidiary free and clear of all Liens. There are no outstanding commitments or other obligations of any Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Subsidiary.

Section 6.3. Authority and Validity of Obligations. The Borrower has the organizational right and authority to enter into this Agreement and the other Loan Documents to which it is a party, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Administrative Agent the Liens described herein, and to perform all of its obligations

-29-

hereunder and under the other Loan Documents to which it is a party. The other Loan Parties have the organizational right and authority to enter into this Agreement and the other Loan Documents to which they are a party, to guaranty the Obligations, and to perform all of their obligations hereunder and under the other Loan Documents to which they are a party. The Loan Documents delivered by the Loan Parties have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Loan Parties enforceable against them in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and none of the execution, delivery or performance of this Agreement and the other Loan Documents will (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon the Loan Parties, (ii) any provision of the Loan Parties’ Organizational Documents or (iii) any covenant, indenture or agreement of or affecting any Loan Party or any of its Property, except, in the cases of clauses (a)(i) and (a)(iii) above, where such contravention or default would not reasonably be expected to result in a Material Adverse Effect or (b) result in the creation or imposition of any Lien on any Property of the Loan Parties other than Liens permitted by Section 8.8 hereof.

Section 6.4. Use of Proceeds . The Borrower shall use the proceeds of the Loans solely to finance NSCC Deposit Requirements (other than an Adequate Assurance Deposit) and withdrawals from a Reserve Account.

Section 6.5. Financial Reports. The consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2017, and the related consolidated statements of income, retained earnings, and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, and accompanying notes thereto, which financial statements are accompanied by the audit report of Ernst & Young LLP, independent public accountants, and a FOCUS Part 2 of the Borrower as at March 31, 2018 and June 30, 2018, heretofore furnished to the Administrative Agent and the Lenders, fairly present the financial condition of the Borrower and its Subsidiaries as at said dates and the results of their operations and cash flows for the periods then ended in conformity with GAAP applied on a consistent basis. No Loan Party or any Subsidiary thereof has any contingent liabilities which are material to it other than as indicated on such financial statements or, with respect to future periods, on the financial statements furnished pursuant to Section 8.5 hereof.

Section 6.6. No Material Adverse Change. Since December 31, 2017, there has been no Material Adverse Effect.

Section 6.7. Full Disclosure. The written statements and information furnished to the Administrative Agent and the Lenders in connection with the negotiation of this Agreement and the other Loan Documents and the commitments by the Lenders to provide all or part of the financing contemplated hereby do not contain any untrue statements of a material fact or omit a material fact necessary to make the material statements contained herein or therein not materially misleading at such time in light of the circumstances under which such statements and information were furnished, the Administrative Agent and the Lenders acknowledging that as to any projections furnished to them, the Loan Parties only represent that the same were prepared on the basis of assumptions and estimates the Borrower believed to be reasonable.

-30-

Section 6.8. Trademarks, Franchises, and Licenses. The Loan Parties and their Subsidiaries own, possess, or have the right to use all patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets, know how, and confidential commercial and proprietary information necessary to conduct their business as now conducted, without known material conflict with any patent, license, franchise, trademark, trade name, trade style, copyright or other proprietary right of any other Person.

Section 6.9. Governmental Authority and Licensing. The Loan Parties and their Subsidiaries have received all licenses, permits, and approvals of all federal, state, and local governmental authorities, if any, necessary to conduct their businesses, in each case where the failure to obtain or maintain the same would reasonably be expected to have a Material Adverse Effect. No investigation or proceeding which, if adversely determined, could reasonably be expected to result in revocation or denial of any material license, permit or approval is pending or, to the knowledge of any Loan Party, threatened.

Section 6.10. Good Title. The Loan Parties and their Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Loan Parties furnished to the Administrative Agent (except for (i) any assets reflected as customer or client assets or (ii) sales of assets by the Loan Parties and their Subsidiaries in the ordinary course of business or as otherwise permitted hereunder), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.

Section 6.11. Litigation and Other Controversies. There is no litigation or governmental or arbitration proceeding or labor controversy pending, nor to the knowledge of any Loan Party threatened, against any Loan Party or any Subsidiary or any of their Property which would reasonably be expected to have a Material Adverse Effect.

Section 6.12. Taxes. All Tax returns required to be filed by any Loan Party or Subsidiary in any jurisdiction have, in fact, been filed, and all taxes, assessments, fees, and other governmental charges upon any Loan Party or Subsidiary thereof or upon any of their Property, income or franchises, which are shown to be due and payable in such returns, have been paid, except such taxes, assessments, fees and governmental charges, if any, (i) as are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and as to which adequate reserves established in accordance with GAAP have been provided, or (ii) the failure to file returns or make payments thereon would not reasonably be expected to have a Material Adverse Effect. No Loan Party knows of any proposed additional tax assessment against it or its Subsidiaries for which adequate provisions in accordance with GAAP have not been made on their accounts. Adequate provisions in accordance with GAAP for taxes on the books of the Loan Parties and their Subsidiaries have been made for all open years, and for the current fiscal period.

Section 6.13. Approvals. No authorization, consent, license or exemption from, or filing or registration with, any court or governmental department, agency or instrumentality, nor any approval or consent of any other Person, is or will be necessary to the valid execution, delivery or performance by the Loan Parties of any Loan Document, except for (a) such approvals which have been obtained prior to the date of this Agreement and remain in full force and effect, (b) filings and recordings in respect of the Liens created pursuant to the Loan Documents and (c) such authorizations, consents, licenses, exemptions, filings, registrations or approvals the failure to obtain which would not reasonably be expected to have a Material Adverse Effect.

-31-

Section 6.14. Affiliate Transactions. Except as expressly permitted by this Agreement, no Loan Party or any Subsidiary is a party to any material contracts or material agreements with any of its Affiliates (other than the other Loan Parties or as described in Schedule 6.14) on terms and conditions which are less favorable to such Loan Party or Subsidiary than would be usual and customary in similar contracts or agreements between Persons not affiliated with each other.

Section 6.15. Investment Company. No Loan Party or any Subsidiary is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 6.16. ERISA. Each Loan Party and each other member of its Controlled Group has fulfilled its obligations under the minimum funding standards of and is in compliance in all material respects with ERISA and the Code to the extent applicable to it and has not incurred any liability to the PBGC or a Plan under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA. No Loan Party or any Subsidiary has any contingent liabilities with respect to any post-retirement benefits under a Welfare Plan, other than liability for continuation coverage described in article 6 of Title I of ERISA.

Section 6.17. Compliance with Laws. (a) The Loan Parties and their Subsidiaries are in compliance with all Legal Requirements applicable to or pertaining to their Property or business operations (including, without limitation, the Occupational Safety and Health Act of 1970, the Americans with Disabilities Act of 1990, and laws and regulations establishing quality criteria and standards for air, water, land and toxic or hazardous wastes and substances), where any such non-compliance, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. No Loan Party or any Subsidiary has received notice to the effect that its operations are not in compliance with any of the requirements of applicable federal, state or local environmental, health, and safety statutes and regulations or are the subject of any governmental investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, where any such non-compliance or remedial action, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(b) Each Loan Party and each of its Subsidiaries is in material compliance with all Anti-Corruption Laws applicable to it. Each Loan Party and each of its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by each Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws to the extent applicable to it. No Loan Party nor any Subsidiary has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to such Loan Party or such Subsidiary or to any other Person, in violation of any Anti-Corruption Laws.

-32-

Section 6.18. OFAC. (a) Each Loan Party is in compliance in all material respects with the requirements of all OFAC Sanctions Programs applicable to it, (b) each Subsidiary of each Loan Party is in compliance in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, (c) each Loan Party has provided to the Administrative Agent and the Lenders all information requested by them regarding such Loan Party, its Subsidiaries and, to its knowledge, its Affiliates necessary for the Administrative Agent and the Lenders to comply with all applicable OFAC Sanctions Programs, and (d) no Loan Party nor any of its Subsidiaries nor, to the knowledge of any Loan Party, any officer, director or Affiliate of any Loan Party or any of its Subsidiaries, is a Person, that is, or is owned or controlled by Persons that are, (i) the target of any OFAC Sanctions Programs or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs.

Section 6.19. Other Agreements. No Loan Party or any Subsidiary is in default under the terms of any covenant, indenture or agreement of or affecting any Loan Party, any Subsidiary or any of their Property, which default if uncured would reasonably be expected to have a Material Adverse Effect.

Section 6.20. Solvency. The Loan Parties are solvent, able to pay their debts as they become due, and has sufficient capital to carry on their business and all businesses in which they are about to engage.

Section 6.21. No Default; No Termination Event. No Default has occurred and is continuing. No Termination Event has occurred.

Section 6.22. Registration, Regulation U. The Borrower has been duly registered with the SEC as a registered broker dealer. The Borrower is an “exempted borrower” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System.

Section 6.23. SIPC Assessments. The Borrower is not in arrears with respect to any assessment made upon it by the SIPC.

Section 6.24. Designated Examining Authority. FINRA has been designated as the

Designated Examining Authority for the Borrower and is the Borrower’s Designated Self-Regulatory Organization.

Section 6.25. No Broker Fees. No broker’s or finder’s fee or commission will be payable with respect hereto or any of the transactions contemplated thereby.

-33-

SECTION 7. CONDITIONS PRECEDENT.

Section 7.1. All Credit Events. At the time of each Credit Event hereunder:

(a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct as of said time, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date;

(b) no Default shall have occurred and be continuing or would occur as a result of making such Credit Event;

(c) after giving effect to such extension of credit the aggregate principal amount of all Loans outstanding under this Agreement shall not exceed the lesser of (i) the Commitment and (ii) the Borrowing Base;

(d) the Administrative Agent shall have received a Notice of Borrowing;

(e) after giving effect to such extension of credit, the number of Zero Loan Days during the current calendar month shall not be less than five (5); and

(f) such Credit Event shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) applicable to the Administrative Agent or any Lender as then in effect.

Each request for a Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date on such Credit Event as to the facts specified in subsections (a) through (e), both inclusive, of this Section.

Section 7.2. Initial Credit Event. Before or concurrently with the initial Credit Event:

(a) the Administrative Agent shall have received the following (and, with respect to all documents, each to be properly executed and completed) and the same shall have been approved as to form and substance by the Administrative Agent:

(i) this Agreement;

(ii) if requested by any Lender, the Notes;

(iii) copies (executed or certified as may be appropriate) of resolutions of the Board of Directors or other governing body of the Borrower authorizing the execution, delivery, and performance of the Loan Documents;

-34-

(iv) certificate of incorporation (or equivalent organizational document) of the Borrower certified by the appropriate governmental office of the state of its organization;

(v) by-laws (or equivalent organizational document) for the Borrower certified by an appropriate officer of such Person acceptable to the Administrative Agent;

(vi) an incumbency certificate containing the name, title and genuine signature of the Borrower’s Authorized Representatives;

(vii) (A) audited financial statements of the Borrower (including balance sheets and statements of income) for the fiscal years ended December 31, 2015, December 31, 2016 and December 31, 2017 together with a Focus-Part 2 of the Borrower for each month commencing January 31, 2018 through March 31, 2018;

(viii) good standing certificates for the Borrower, dated as of a date no earlier than 30 days prior to the date hereof, from the appropriate governmental offices in the state of its incorporation or organization;

(ix) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each other Loan Party;

(b) legal matters incident to the execution and delivery of the Loan Documents and to the transactions contemplated hereby shall be satisfactory to the Administrative Agent and its counsel; and the Administrative Agent shall have received the favorable written opinion of in-house counsel for the Borrower in form and substance satisfactory to the Administrative Agent and its counsel;

(c) the Administrative Agent shall have received financing statement, tax and judgment lien search results against the Property of the Borrower evidencing the absence of Liens on their Property except as permitted by Section 8.8 hereof;

(d) the Administrative Agent shall have received copies of all documents evidencing Subordinated Debt and preferred equity of the Borrower, which such documents shall be in form and substance satisfactory to the Administrative Agent;

-35-

(e) the Administrative Agent shall have received all filings and recordations that are necessary to perfect the security interest of the Administrative Agent in the Collateral;

(f) the Administrative Agent shall have received, for the ratable benefit of the Lenders, a non-refundable up-front fee equal to $60,000;

(g) the Administrative Agent shall have received evidence satisfactory to it that the Borrower has directed NSCC to return NSCC Margin Deposits to the Borrower by deposit into the Settlement Account;

(h) no material adverse change in the business, condition (financial or otherwise), operations, performance, Properties or prospects of the Borrower shall have occurred since December 31, 2017; and

(i) the Administrative Agent shall have received such other agreements, instruments, documents, certificates and opinions as the Administrative Agent may reasonably request.

SECTION 8. COVENANTS.

Each Loan Party agrees that, so long as any credit is available to or in use by the Borrower hereunder, except to the extent compliance in any case or cases is waived in writing pursuant to the terms of Section 13.3:

Section 8.1. Maintenance of Business. Each Loan Party shall, and shall cause each of its Subsidiaries to, preserve and maintain its existence. Each Loan Party shall, and shall cause each of its Subsidiaries to, preserve and keep in force and effect all licenses, permits, franchises, approvals, patents, trademarks, trade names, trade styles, copyrights, and other proprietary rights necessary to the proper conduct of its business, where the failure to do so could reasonably be expected to have a Material Adverse Effect.

Section 8.2. Maintenance of Properties. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain, preserve, and keep its property, plant, and equipment in good repair, working order and condition (ordinary wear and tear excepted); shall from time to time make all needful and proper repairs, renewals, replacements, additions, and betterments thereto so that at all times the efficiency thereof shall be fully preserved and maintained, except to the extent that, in the reasonable business judgment of such Person, any such Property is no longer necessary for the proper conduct of the business of such Person.

Section 8.3. Taxes and Assessments. Each Loan Party shall duly pay and discharge, and shall cause each Subsidiary to duly pay and discharge, all Taxes, rates, assessments, fees, and governmental charges upon or against it or its Property, in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that (a) the same are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves are provided therefor to the extent required by and in accordance with GAAP or (b) the failure to pay or discharge would not reasonably be expected to have a Material Adverse Effect.

-36-

Section 8.4. Insurance. Each Loan Party shall insure and keep insured, and shall cause each Subsidiary to insure and keep insured, with good and responsible insurance companies all insurable Property owned by it which is of a character usually insured by Persons similarly situated and operating like Properties against loss or damage from such hazards and risks, and in such amounts, as are insured by Persons similarly situated and operating like Properties; and each Loan Party shall insure, and shall cause each Subsidiary to insure, such other hazards and risks (including, without limitation, business interruption, employers’ and public liability risks) with good and responsible insurance companies as and to the extent usually insured by Persons similarly situated and conducting similar businesses. The Loan Parties shall, upon request of the Administrative Agent, furnish to the Administrative Agent a certificate setting forth in summary form the nature and extent of the insurance maintained pursuant to this Section.

Section 8.5. Financial Reports. Each Loan Party shall, and shall cause each Subsidiary to, maintain a standard system of accounting in accordance with GAAP and shall furnish to the Administrative Agent and each Lender and their respective duly authorized representatives such information respecting the business and financial condition of Loan Parties and their Subsidiaries as the Administrative Agent or such Lender may reasonably request; and without any request, shall furnish to the Administrative Agent and each Lender:

(a) as soon as available, and in any event within 45 days after the last day of each fiscal quarter of the Borrower, a copy of financial statements and reports of the Borrower, including a calculation of the Borrower’s Net Capital, for each such quarterly accounting period consisting of a balance sheet and a profit and loss statement of the Borrower in the form of FOCUS-Part 2 prepared by the Borrower as of the end of and for such fiscal quarter in accordance with GAAP (except for the absence of footnotes and subject to year-end audit adjustments) and certified by its chief financial officer or such other officer reasonably acceptable to the Administrative Agent;

(b) as soon as available, and in any event within 90 days after the last day of each fiscal year of the Borrower, copies of the consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such period and the consolidated statements of income, retained earnings, and cash flows of the Borrower and its Subsidiaries for such period, and accompanying notes thereto, accompanied by an unqualified opinion thereon of Ernst & Young LLP or another firm of independent public accountants of recognized standing, selected by the Borrower and reasonably satisfactory to the Administrative Agent, to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects in accordance with GAAP the financial condition of the Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances;

-37-

(c) as soon as available, and in any event within 45 days after the last day of each fiscal quarter, the Borrower shall deliver to the Administrative Agent a written certificate (a “Compliance Certificate”) in the form attached hereto as Exhibit C signed by the chief financial officer or chief operating officer of the Borrower, or such other officer of the Borrower reasonably satisfactory to the Administrative Agent;

(d) as soon as available, and in any event within five (5) days after the close of each fiscal month, a certificate in the form of Exhibit D attached hereto from the Borrower indicating the Eligible NSCC Margin Deposits of the Borrower in effect for each Business Day in the most recently ended fiscal month;

(e) as soon as available, any additional written reports or management letters concerning significant aspects of the Loan Parties’ affairs given to its board of directors (or other governing body) by its independent public accountants in connection with the audit of the Loan Parties;

(f) promptly after knowledge thereof shall have come to the attention of any Responsible Officer of any Loan Party, written notice of (i) any threatened or pending litigation or governmental or arbitration proceeding or labor controversy against any Loan Party or Subsidiary or any of their Property which, if adversely determined, would be expected to have a Material Adverse Effect, (ii) the occurrence of any Default hereunder, or (iii) the occurrence of any event or the existence of any condition that would reasonably be expected to have a Material Adverse Effect;

(g) promptly after receipt thereof, and in any event within five (5) Business Days after receipt thereof, a copy of each annual FINRA or SEC examination of a Loan Party or any Subsidiary, or other audits or examinations that are conducted by Regulatory Authorities which note noncompliance that would reasonably be expected to have a Material Adverse Effect;

(h) notice of any Change of Control;

(i) notice of any Termination Event; and

(j) promptly after it is filed with the SEC, and in any event within five (5) Business Days after sending or filing thereof, copies of each regular, periodic or special report, registration statement or prospectus (including all Form 10-K, Form 10-Q and Form 8-K reports) filed publicly by any Loan Party or Subsidiary with any securities exchange or the SEC.

Section 8.6. Inspection . Each Loan Party shall, and shall cause each Subsidiary to, permit the Administrative Agent and each Lender, and each of their duly authorized representatives and agents to examine and make copies of the books of accounts and other financial records of each Loan Party and Subsidiary, and to discuss the affairs, finances and accounts of each Loan Party and Subsidiary with, and to be advised as to the same by, its officers, employees, and independent public accountants (and by this provision the Loan Parties hereby authorize such accountants to

-38-

discuss with the Administrative Agent and such Lenders the finances and affairs of each Loan Party and of each Subsidiary) at such reasonable times (during normal business hours) and reasonable intervals as the Administrative Agent or any such Lender may designate; provided that, excluding any inspections during the continuation of an Event of Default, the Administrative Agent and the Lenders shall provide reasonable prior notice of its exercise of such rights and shall not exercise such inspection rights more often than one time during any calendar year.

Section 8.7. Borrowings and Guaranties. No Loan Party shall, nor shall it permit any Subsidiary to, issue, incur, assume, create, or have outstanding any Indebtedness, or be or become liable as endorser, guarantor, surety, or otherwise for any Indebtedness of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent:

(a) the Obligations of the Loan Parties owing to the Administrative Agent and the Lenders under the Loan Documents, and any other Indebtedness, obligations and liabilities owing by the Borrower to the Administrative Agent and the Lenders from time to time;

(b) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties and their Subsidiaries (including any refinancings thereof) in an amount not to exceed $2,000,000 in the aggregate at any one time outstanding;

(c) secured Indebtedness in connection with the financing of securities and other financial instruments bought or sold in the normal day to day conduct of any Loan Party’s or Subsidiary’s business, including but not limited to any margin facility or other margin-related Indebtedness incurred to finance such securities or instruments;

(d) Subordinated Debt of the Borrower so long as (i) the Borrower is in compliance with the covenants set forth in Section 8.21 immediately before and after giving effect to the incurrence of such Indebtedness, and (ii) no Default has occurred or would result therefrom;

(e) guarantees in favor of clearing agencies, clearing firms, settlement banks and similar entities (acting in their capacities as such) involved in the clearance and settlement of transactions in, and custody of, financial assets;

(f) Indebtedness constituting credit balances in accounts carried by the Borrower;

(g) liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements designed to hedge against any Loan Party’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred not for speculative purposes;

(h) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or consistent with past practice or industry practice (including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims);

-39-

(i) Indebtedness of the Loan Parties and their Subsidiaries constituting overdrafts of deposit accounts so long as (i) no Default has occurred and is continuing or would occur as a result of the incurrence of such Indebtedness, and (ii) such Indebtedness is repaid (or deemed repaid) the next Business Day;

(j) other Indebtedness of the Loan Parties and their Subsidiaries not otherwise permitted hereunder so long as (i) the amount of such Indebtedness does not exceed $40,000,000 in the aggregate at any one time, and (ii) no Default has occurred and is continuing or would occur as a result of the incurrence of such Indebtedness; and

(k) other Indebtedness of the Loan Parties and their Subsidiaries approved by the Required Lenders in accordance with the terms of this Agreement.

Section 8.8. Liens. No Loan Party shall, nor shall it permit any Subsidiary to, create, incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent:

(a) Liens arising by statute in connection with worker’s compensation, unemployment insurance, old age benefits, social security obligations, Taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts or leases to which any Loan Party or Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue by more than five (5) Business Days or, if overdue by more than five (5) Business Days, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;

(b) mechanics’, workmen’s, materialmen’s, landlords’, carriers’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not overdue by more than five (5) Business Days or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;

(c) the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount of such judgment liens and attachments and liabilities of the Loan Parties and their Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of the Threshold Amount at any one time outstanding;

-40-

(d) Liens on Property of any Loan Party or Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(b) hereof representing or incurred to finance the purchase price of such Property, provided that no such Lien shall extend to or cover other Property of such Loan Party or Subsidiary other than the respective Property so acquired, and the principal amount of indebtedness secured by any such Lien shall at no time exceed the purchase price of such Property, as reduced by repayments of principal thereon;

(e) any interest or title of a lessor under any operating lease, including any Liens arising from precautionary Uniform Commercial Code financing statement or similar filings made in respect of such operating lease;

(f) required deposits maintained with commodity or securities exchanges or their associated clearing corporations in the ordinary course of the business of the any Loan Party or Subsidiary, and Liens in favor of a clearinghouse encumbering such deposits and similar Liens attaching to brokerage and securities accounts (and the personal property assets therein) incurred in the ordinary course of business and not for speculative purposes;

(g) Liens granted in favor of the Administrative Agent;

(h) Liens securing Indebtedness permitted under Section 8.7(c); provided, that no such Lien shall extend to or cover other Property of a Loan Party or Subsidiary other than the securities and other financial instruments being financed by such Indebtedness;

(i) (i) Liens securing Indebtedness permitted under Section 8.7(e); provided, that no such Lien shall attach to the Collateral;

(j) leases, licenses, subleases or sublicenses granted to others not interfering in any material respect with the business of the Loan Parties and the Subsidiaries taken as a whole;

(k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) of a commodity or securities intermediary attaching to commodity or securities trading accounts or other commodity brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); and

(l) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance or incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of any Loan Party or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business or (iii) relating to purchase orders and other agreements entered into with customers of any Loan Party or any Subsidiary in the ordinary course of business.

Section 8.9. Investments, Acquisitions, Loans and Advances. No Loan Party shall, nor shall it permit any Subsidiary to, make or retain any investment (whether through the purchase of stock, obligations or otherwise) in or make any loan or advance to, any other Person or acquire substantially as an entirety the Property or business of any other Person, other than (i) investments

-41-

and acquisitions permitted by such Loan Party’s or such Subsidiary’s Organizational Documents and by the Regulatory Authorities so long as no Default has occurred and is continuing or would result therefrom, and (ii) loans and advances to the Affiliates of the Borrower so long as (w) the amount of such loans and advances, when taken together with the amount of Restricted Payments made pursuant to Section 8.11(ii) hereof, does not exceed $15,000,000 in the aggregate for the twelve months ending immediately prior to the making of such loan or advance, (x) the Borrower is in compliance with the financial covenants set forth in Section 8.21 hereof on a pro forma basis after giving effect to such loan or advance, (y) such loan or advance is permitted under all loans, rules and regulations applicable to the Borrower, and (z) no Default exists or would result from making such loan or advance..

Section 8.10. Mergers, Consolidations and Sales. No Loan Party shall, nor shall it permit any Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent:

(a) the sale of securities or other financial instruments in the ordinary course of business;

(b) the sale, transfer, or other disposition of any tangible personal property that, in the reasonable business judgment of a Loan Party or its Subsidiary, has become uneconomical, obsolete, or worn out, or which is surplus property or which is no longer necessary for the proper conduct of such Loan Party’s or Subsidiary’s business and which is disposed of in the ordinary course of business;

(c) the merger of any Person into the Borrower, provided the Borrower is the surviving entity and no Change of Control results from the merger;

(d) the merger of any Person (other than the Borrower) into any Subsidiary, provided that in the case of a merger involving a Loan Party, such Loan Party is the surviving entity;

(e) the sale, transfer or other disposition of Property by any Loan Party or Subsidiary to any other Loan Party or Subsidiary, provided that if the transferor of such Property is a Loan Party then either (i) the transferee thereof must be a Loan Party or (ii) such transaction must be otherwise permitted by this Agreement;

(f) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); and

(g) any other sale, transfer or other disposition of Property of the Borrower aggregating for not more than $15,000,000 during any fiscal year of the Borrower, provided that (i) each such sale, transfer or other disposition shall be made for fair value, (ii) no Default exists or would result from such sale, transfer or other disposition, and (iii) after giving pro forma effect to such sale, transfer or other disposition, the Borrower is in compliance with Section 8.21.

-42-

Section 8.11. Dividends and Certain Other Restricted Payments. No Loan Party shall, nor shall it permit any Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its member’s interests or other equity interests or (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options or similar instruments to acquire the same (collectively, “Restricted Payments”); provided, however, that the foregoing shall not operate to prevent:

(i) the making of dividends or distributions by any Wholly-Owned Subsidiary to the Borrower; and

(ii) the making of Restricted Payments by the Borrower to the Parent so long as (a) the amount of such Restricted Payments, when taken together with the amount of loans and advances made pursuant to Section 7.9(ii) hereof, do not exceed $15,000,000 in the aggregate for the twelve months ending immediately prior to the making of such Restricted Payment, (b) the Borrower is in compliance with the financial covenants set forth in Section 7.21 hereof on a pro forma basis after giving effect to such Restricted Payment, (c) such Restricted Payment is permitted under all laws, rules and regulations applicable to the Borrower, and (d) no Default exists or would result from making such Restricted Payment.

Section 8.12. ERISA. Each Loan Party shall, and shall cause each Subsidiary to, promptly pay and discharge all obligations and liabilities arising under ERISA of a character which if unpaid or unperformed could reasonably be expected to result in the imposition of a Lien against any of its Property (specifically excluding any Lien against property of a customer of said party). Each Loan Party shall, and shall cause each Subsidiary to, promptly notify the the Administrative Agent of: (a) the occurrence of any reportable event (as defined in ERISA) with respect to a Plan, (b) receipt of any notice from the PBGC of its intention to seek termination of any Plan or appointment of a trustee therefor, (c) its intention to terminate or withdraw from any Plan, and (d) the occurrence of any event with respect to any Plan which would result in the incurrence by any Loan Party or Subsidiary of any material liability, fine or penalty, or any material increase in the contingent liability of any Loan Party or Subsidiary with respect to any post-retirement Welfare Plan benefit.

Section 8.13. Compliance with Laws. Each Loan Party shall, and shall cause each of its Subsidiaries to, comply in all respects with all Legal Requirements applicable to or pertaining to its Property or business operations, except where any such non-compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or result in a Lien upon any of its Property.

Section 8.14. Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) Each Loan Party shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Loan Party and shall cause each of its Subsidiaries to comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary;

-43-

(b) Each Loan Party shall provide the Administrative Agent and the Lenders any information regarding the Loan Parties, and their Subsidiaries necessary for the Administrative Agent and the Lenders to comply with all applicable OFAC Sanctions Programs;

(c) If any Loan Party obtains actual knowledge or receives any written notice that any Loan Party, any Subsidiary of any Loan Party, or any officer, director or Affiliate of any Loan Party or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), such Loan Party shall promptly (i) give written notice to the Administrative Agent and the Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and each Loan Party hereby authorizes and consents to the Administrative Agent and the Lenders taking any and all steps the Administrative Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

(d) No Loan Party will, directly or, to any Loan Party’s knowledge, indirectly, use the proceeds of the Facilities, or lend, contribute or otherwise make available such proceeds to any other Person, (i) to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the Facilities, whether as underwriter, lender, advisor, investor, or otherwise).

(e) No Loan Party will, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect.

(f) Each Loan Party will maintain in effect policies and procedures designed to ensure compliance by the Loan Parties, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws.

Section 8.15. Burdensome Contracts With Affiliates. Except as expressly permitted hereunder, no Loan Party shall, nor shall it permit any Subsidiary to, enter into any material contract, material agreement or material business arrangement with any of its Affiliates (other than another Loan Party or as described in Schedule 6.14) on terms and conditions which are less favorable to such Loan Party or Subsidiary than would be industry acceptable in similar contracts, agreements or business arrangements between Persons not affiliated with each other.

-44-

Section 8.16. No Changes in Fiscal Year. The fiscal year of the Loan Parties and their Subsidiaries ends on December 31 of each year; and no Loan Party shall, nor shall it permit any Subsidiary to, change its fiscal year from its present basis.

Section 8.17. Change in the Nature of Business. No Loan Party shall, nor shall it permit any Subsidiary to, engage in any business or activity if as a result the general nature of the business of any Loan Party or Subsidiary would be changed in any material respect from the general nature of the business engaged in by it as of the Closing Date, and any Subsidiary acquired or formed after the date hereof shall be in the same or similar line of business as the Borrower is engaged in as of the date hereof.

Section 8.18. Use of Proceeds. The Borrower shall use the credit extended under this Agreement solely for the purposes set forth in, or otherwise permitted by, Section 6.4 hereof. None of the proceeds from the Loans shall be used to make any Adequate Assurance Deposit.

Section 8.19. No Restrictions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party or any Subsidiary of a Loan Party to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by such Loan Party or any other Subsidiary, (b) pay any indebtedness owed to any Loan Party or any other Subsidiary, (c) make loans or advances to any Loan Party or any Subsidiary, (d) transfer any of its Property to any Loan Party or any other Subsidiary, or (e) guarantee the Obligations and/or grant Liens on its assets to the Administrative Agent s required by the Loan Documents; provided that the foregoing shall not apply to encumbrances or restrictions existing under or by reason of: (i) agreements entered into with respect to any sale, transfer or other disposition permitted by this Agreement and applicable solely to assets subject to such sale, transfer or other disposition, (ii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by this Agreement and applicable solely to such joint venture, (iii) agreements evidencing secured Indebtedness permitted under Section 7.7 hereof, but solely to the extent any such encumbrance or restriction relates to the property financed by or subject to such secured Indebtedness, (iv) customary restrictions in easements, rights of way, leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (v) customary provisions restricting assignment of any agreement or any rights thereunder entered into the ordinary course of business, or (vi) applicable Legal Requirements.

Section 8.20. Maintenance of Subsidiaries . No Loan Party shall assign, sell or transfer, nor shall it permit any Subsidiary to issue, assign, sell or transfer, any shares of capital stock of a Subsidiary; provided, however, that the foregoing shall not operate to prevent (a) the issuance, sale and transfer to any person of any shares of capital stock of a Subsidiary solely for the purpose of qualifying, and to the extent legally necessary to qualify, such person as a director of such Subsidiary, or (b) any transaction permitted by Section 8.10 above.

-45-

Section 8.21. Financial Covenants.

(a) Minimum Total Regulatory Capital. The Borrower shall at all times maintain Total Regulatory of Capital of not less than $135,000,000.

(b) Minimum Excess Net Capital. The Borrower shall at all times maintain Excess Net Capital of not less than $70,000,000.

(c) Maximum Total Assets to Total Regulatory Capital Ratio. The Borrower shall, at all times, maintain a Total Assets to Total Regulatory Capital Ratio of not more than 16.0 to 1.0.

(d) Minimum Liquidity Ratio. The Borrower shall, at all times, maintain a Liquidity Ratio of not less than 1.0 to 1.0.

Section 8.22. Settlement Account. The Borrower shall at all times maintain the Settlement Account with the Administrative Agent and the Administrative Agent shall at all times be designated with DTC and NSCC as the Administrative Agent’s settlement bank. The Borrower shall, and shall cause the other Loan Parties to, promptly remit all assets of the Borrower’s customers from the Settlement Account into another account not subject to the Administrative Agent’s Lien granted hereunder.

SECTION 9. EVENTS OF DEFAULT AND REMEDIES.

Section 9.1. Events of Default. Any one or more of the following shall constitute an “Event of Default” hereunder:

(a) default in the payment when due of all or any part of the principal amount of the Loan (whether at the stated maturity thereof or at any other time provided for in this Agreement), (ii) default for a period of two (2) Business Days in the payment when due of any interest, fee or any other Obligation hereunder or any Loan document; or

(b) default in the observance or performance of any covenant set forth in Section 8.5, 8.7, 8.8, 8.9, 8.10, 8.11, 8.13, 8.14, 8.15, 8.16, 8.17, 8.18, 8.19, 8.20, 8.21 or 8.22 hereof; or

(c) default in the observance or performance of any other provision hereof or of any other Loan Document which is not remedied within 30 days after the earlier of (i) the date on which such failure shall first become known to any Responsible Officer of a Loan Party or (ii) written notice thereof is given to a Loan Party by the Administrative Agent; or

(d) any representation or warranty made by any Loan Party or any Subsidiary of the Borrower herein or in any other Loan Document, or in any statement or certificate furnished by it pursuant hereto or thereto, or in connection with any extension of credit made hereunder, proves untrue in any material respect as of the date of the issuance or making thereof; or

-46-

(e) (i) any event occurs or condition exists (other than those described in subsections (a) through (d) above) which is specified as an event of default under any of the other Loan Documents, or any of the Loan Documents shall for any reason not be or shall cease to be in full force and effect, or any of the Loan Documents is declared to be null and void, or (ii) any Loan Party or Subsidiary takes any action for the purpose of terminating repudiating or rescinding any Loan Document executed by it or any of its obligations thereunder, or (iii) any Loan Party makes any payment on account of any Subordinated Debt which is prohibited under the terms of any instrument subordinating such Subordinated Debt to any Obligation, or any subordination provision in any document or instrument (including, without limitation, any intercreditor or subordination agreement) relating to any Subordinated Debt shall cease to be in full force and effect, or any Person (including the holder of any Subordinated Debt) shall contest in any manner the validity, binding nature or enforceability of any such provision; or

(f) default shall occur under any Indebtedness issued, assumed or guaranteed by any Loan Party or Subsidiary aggregating more than the Threshold Amount, or under any indenture, agreement or other instrument under which the same may be issued, and such default shall continue for a period of time sufficient to permit the acceleration of the maturity of any such Indebtedness (whether or not such maturity is in fact accelerated), or any such Indebtedness shall not be paid when due (whether by lapse of time, acceleration or otherwise); or

(g) any judgment or judgments, writ or writs, or warrant or warrants of attachment, or any similar process or processes in an aggregate amount in excess of the Threshold Amount shall be entered or filed against any Loan Party or Subsidiary or against any of their Property (to the extent not paid or covered by insurance provided by a carrier not disputing coverage) and which remains unvacated, undischarged, unbonded pending appeal, unstayed or unsatisfied for a period of 60 days; or

(h) any Loan Party or any member of its Controlled Group shall fail to pay when due an amount or amounts aggregating in excess the Threshold Amount which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate a Plan or Plans having aggregate Unfunded Vested Liabilities in excess of the Threshold Amount (collectively, a “Material Plan”) shall be filed under Title IV of ERISA by any Loan Party or any other member of its Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any Material Plan or a proceeding shall be instituted by a fiduciary of any Material Plan against any Loan Party or any member of its Controlled Group to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within 30 days thereafter; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or

(i) any Change of Control shall occur; or

-47-

(j) any Loan Party or Subsidiary shall (i) have entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (v) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any action in furtherance of any matter described in parts (i) through (v) above, or (vii) fail to contest in good faith any appointment or proceeding described in Section 9.1(k) hereof; or

(k) a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for any Loan Party or Subsidiary, or any substantial part of any of their Property, or a proceeding described in Section 9.1(j)(v) shall be instituted against any Loan Party or any Subsidiary, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 days; or

(l) the SIPC shall have applied or shall have announced its intention to apply for a decree adjudicating that customers of the Borrower are in need of protection under SIPA; or

(m) the Borrower shall fail to comply with the capital requirements of the SEC for a period of more than five (5) Business Days.

Section 9.2. Non-Bankruptcy Defaults. When any Event of Default (other than those described in subsection (j) or (k) of Section 9.1 with respect to the Borrower) has occurred and is continuing, the Administrative Agent shall, by written notice to the Borrower: (a) if so directed by the Required Lenders, terminate the remaining Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which may be the date thereof); and (b) if so directed by the Required Lenders, declare the principal of and the accrued interest on all outstanding Loans to be forthwith due and payable and thereupon all outstanding Loans, including both principal and interest thereon, and all fees, charges and other Obligations payable hereunder and under the other Loan Documents shall be and become immediately due and payable without further demand, presentment, protest or notice of any kind. In addition, the Administrative Agent may exercise on behalf of itself, the Lenders all rights and remedies available to it, the Lenders under the Loan Documents or applicable law or equity when any such Event of Default has occurred and is continuing. The Administrative Agent shall give notice to the Borrower under Section 9.1(c) promptly upon being requested to do so by any Lender. The Administrative Agent, after giving notice to the Borrower pursuant to Section 9.1(c) or this Section 9.2, shall also promptly send a copy of such notice to the other Lenders, but the failure to do so shall not impair or annul the effect of such notice.

-48-

Section 9.3. Bankruptcy Defaults. When any Event of Default described in subsections (j) or (k) of Section 9.1 with respect to the Borrower has occurred and is continuing, then all outstanding Loans, and all fees, charges and other Obligations payable hereunder and under the other Loan Documents shall immediately become due and payable without presentment, demand, protest or notice of any kind, the obligation of the Lenders to extend further credit pursuant to any of the terms hereof shall immediately terminate. In addition, the Administrative Agent may exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law or equity when any such Event of Default has occurred and is continuing.

Section 9.4. Post-Default Collections. Anything contained herein or in the other Loan Documents to the contrary notwithstanding (including, without limitation, Section 2.6(b)), all payments and collections received in respect of the Obligations and all proceeds of the Collateral and payments made under or in respect of the Guaranty Agreements received, in each instance, by the Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:

(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Loan Parties have agreed to pay the Administrative Agent under Section 13.4 (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);

(b) second, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;

(c) third, to the payment of principal on the Loans to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;

(d) fourth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Borrower and its Subsidiaries secured by the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and

(e) finally, to the Borrower or whoever else may be lawfully entitled thereto.

-49-

SECTION 10. THE ADMINISTRATIVE AGENT.

Section 10.1. Appointment and Authority. Each of the Lenders hereby irrevocably appoints BMO Harris Bank N.A. to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 10 are solely for the benefit of the Administrative Agent and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Section 10.2. Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Section 10.3. Action by Administrative Agent; Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties:

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. The Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it first receives any further assurances of its indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action; and

-50-

(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(b) Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 9.2, 9.3, 9.4 and 13.3), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Any such action taken or failure to act pursuant to the foregoing shall be binding on all Lenders. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by the Borrower or a Lender.

(c) Neither the Administrative Agent nor any of its Related Parties shall be responsible for or have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Loan Documents, (v) the value or sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Section 7.1 or 7.2 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 10.4. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

-51-

Section 10.5. Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facilities as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Section 10.6. Resignation of Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) With effect from the Resignation Effective Date, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. If on the Resignation Effective Date no successor has been appointed and accepted such appointment, the Administrative Agent’s rights in the Collateral shall be assigned without representation, recourse or warranty to the Lenders as their interests may appear. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 10 and Section 13.4 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

-52-

Section 10.7. Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Section 10.8. Designation of Additional Agents. The Administrative Agent shall have the continuing right, for purposes hereof, at any time and from time to time to designate one or more of the Lenders (and/or its or their Affiliates) as “syndication agents,” “documentation agents,” “book runners,” “lead arrangers,” “arrangers,” or other designations for purposes hereto, but such designation shall have no substantive effect, and such Lenders and their Affiliates shall have no additional powers, duties or responsibilities as a result thereof.

Section 10.9. Enforcement of the Loan Documents; Possession of Collateral. The Administrative Agent is hereby irrevocably authorized by each of the Lenders to execute and deliver the Loan Documents (other than this Agreement) on behalf of each of the Lenders and their Affiliates and to take such action and exercise such powers under the Loan Documents as the Administrative Agent considers appropriate. Upon the occurrence of an Event of Default, the Administrative Agent shall take such action to enforce its Lien on the Collateral and to preserve and protect the Collateral as may be directed by the Required Lenders. Unless and until the Required Lenders give such direction, the Administrative Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Lenders. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or their Affiliates for any failure to monitor or maintain any portion of the Collateral. Except as otherwise specifically provided for herein, no Lender or its Affiliates, other than the Administrative Agent, shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Loan Documents; it being understood and intended that no one or more of the Lenders or their Affiliates shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Administrative Agent (or any security trustee therefor) under the Loan Documents by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent (or its security trustee) in the manner provided for in the relevant Loan Documents for the benefit of the Lenders and their Affiliates. Each Lender is hereby appointed

-53-

agent for the purpose of perfecting the Administrative Agent’s security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code or other applicable law can be perfected only by possession. Should any Lender (other than the Administrative Agent) obtain possession of any Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or in accordance with the Administrative Agent’s instructions.    

Section 10.10. Authorization to Release Liens and Guaranties. The Administrative Agent is hereby irrevocably authorized by each of the Lenders and their Affiliates to (a) release Liens on the Collateral following termination or expiration of the Commitments and payment in full in cash of the Obligations (other than contingent indemnification obligations), and (e) release any Guarantor from its obligations as a Guarantor if such Person ceases to be a Guarantor as a result of a transaction permitted under the Loan Documents. Upon the Administrative Agent’s request, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of Property or to release any Person form its obligations as a Guarantor under the Loan Documents.

Section 10.11. Authorization of Administrative Agent to File Proofs of Claim In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under the Loan Documents including, but not limited to, Sections 3.1, 4.2 and 13.4) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 3.1 and 13.4. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender Issuer in any such proceeding.

-54-

SECTION 11. THE GUARANTEES.

Section 11.1. The Guarantees. To induce the Lenders to provide the credits described herein and in consideration of benefits expected to accrue to the Borrower by reason of the Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, each Subsidiary party hereto hereby unconditionally and irrevocably guarantees to the Administrative Agent and the Lenders, the due and punctual payment of all present and future Obligations, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, and the due and punctual payment of all other Obligations now or hereafter owed by the Borrower under the Loan Documents, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against the Borrower or such other obligor in a case under any Debtor Relief Law, whether or not such interest, costs, fees and charges would be an allowed claim against the Borrower or any such obligor in any such proceeding). In case of failure by the Borrower or other obligor punctually to pay any Obligations guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and as if such payment were made by the Borrower or such obligor.

Section 11.2. Guarantee Unconditional. The obligations of each Guarantor under this Section 11 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:

(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;

(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;

(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, any Loan Party or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of any Loan Party or other obligor or of any other guarantor contained in any Loan Document;

(d) the existence of any claim, set-off, or other rights which any Loan Party or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;

-55-

(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against any Loan Party or other obligor, any other guarantor, or any other Person or Property;

(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of any Loan Party or other obligor, regardless of what obligations of any Loan Party or other obligor remain unpaid;

(g) any invalidity or unenforceability relating to or against any Loan Party or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party or other obligor or any other guarantor of the principal of or interest on any Loan or any other amount payable under the Loan Documents; or

(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this subsection, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 11.

Section 11.3. Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances. Each Guarantor’s obligations under this Section 11 shall remain in full force and effect until the Commitments are terminated, and the principal of and interest on the Loans and all other amounts payable by the Borrower and the other Loan Parties under this Agreement and all other Loan Documents shall have been paid in full. If at any time any payment of the principal of or interest on any Loan or any other amount payable by any Loan Party or other obligor or any guarantor under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy, or reorganization of such Loan Party or other obligor or of any guarantor, or otherwise, each Guarantor’s obligations under this Section 11 with respect to such payment shall be reinstated at such time as though such payment had become due but had not been made at such time.

Section 11.4. Subrogation. Each Guarantor agrees it will not exercise any rights which it may acquire by way of subrogation by any payment made hereunder, or otherwise, until all the Obligations shall have been paid in full subsequent to the termination of all the Commitments. If any amount shall be paid to a Guarantor on account of such subrogation rights at any time prior to the later of (x) the payment in full of the Obligations and all other amounts payable by the Loan Parties hereunder and the other Loan Documents and (y) the termination of the Commitments, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders, and shall forthwith be paid to the Administrative Agent for the benefit of the Lenders or be credited and applied upon the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement.

Section 11.5. Subordination. Each Guarantor (each referred to herein as a “Subordinated Creditor”) hereby subordinates the payment of all indebtedness, obligations, and liabilities of the Borrower or other Loan Party owing to such Subordinated Creditor, whether now existing or hereafter arising, to the indefeasible payment in full in cash of all Obligations. During the

-56-

existence of any Event of Default, subject to Section 11.4, any such indebtedness, obligation, or liability of the Borrower or other Loan Party owing to such Subordinated Creditor shall be enforced and performance received by such Subordinated Creditor as trustee for the benefit of the holders of the Obligations and the proceeds thereof shall be paid over to the Administrative Agent for application to the Obligations (whether or not then due), but without reducing or affecting in any manner the liability of such Guarantor under this Section 11.

Section 11.6. Waivers. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest, and any notice not provided for herein, as well as any requirement that at any time any action be taken by the Administrative Agent, any Lender or any other Person against the Borrower or any other Loan Party or other obligor, another guarantor, or any other Person.

Section 11.7. Limit on Recovery. Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Section 11 shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Section 11 void or voidable under applicable law, including, without limitation, fraudulent conveyance law.

Section 11.8. Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Borrower or other Loan Party or other obligor under this Agreement or any other Loan Document is stayed upon the insolvency, bankruptcy or reorganization of the Borrower or such other Loan Party or obligor, all such amounts otherwise subject to acceleration under the terms of this Agreement or the other Loan Documents shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent made at the request or otherwise with the consent of the Required Lenders.

Section 11.9. Benefit to Guarantors. The Loan Parties are engaged in related businesses and integrated to such an extent that the financial strength and flexibility of the Borrower and the other Loan Parties has a direct impact on the success of each other Loan Party. Each Guarantor will derive substantial direct and indirect benefit from the extensions of credit hereunder, and each Guarantor acknowledges that this guarantee is necessary or convenient to the conduct, promotion and attainment of its business.

SECTION 12. COLLATERAL.

Section 12.1. Collateral. The Borrower hereby grants to the Administrative Agent, for the benefit of the Lenders, a continuing first priority security interest in, and Lien on, the Borrower’s right, title and interest in (i) the right to the return from NSCC of NSCC Margin Deposits pursuant to the terms of the rules and procedures of the NSCC in effect from time to time, (ii) the Settlement Account, all balances in the Settlement Account, and all income, distributions, and sums distributable or payable from, upon, or in respect of the foregoing, and (iii) any and all proceeds thereof (including cash and non-cash proceeds and all income payable on any of the foregoing items (i), (ii) or (iii)) to secure the payment of all Obligations (subsections (i), (ii) and (iii), whether now owned or held or hereafter acquired, are collectively referred to herein as the “Collateral”). For the avoidance of doubt, “Collateral” shall not include any Reserve Account or any balances in any Reserve Account.

-57-

Section 12.2. Delivery of Collateral; Provision of Collateral Documentation . The Administrative Agent shall have the right, whether before or after the occurrence of any Event of Default hereunder, to notify any third party holding any of the Collateral of the pledge thereof hereunder and direct delivery thereof to the Administrative Agent and may take such steps with respect to any Collateral to ensure that the Lien of the Administrative Agent is fully perfected and protected in compliance with the UCC and applicable Federal rules and regulations. The Administrative Agent may request and Borrower shall use reasonable efforts to provide to the Administrative Agent or its representatives certain information or books and records relating to the Collateral.

Section 12.3. Settlement Account. (i) The Borrower hereby agrees that during any period when it may itself make withdrawals, transfers or other dispositions of funds in the Settlement Account it shall do so only (A) to the extent that immediately after such withdrawal, transfer or other disposition, the sum of (x) the aggregate amount of cash in the Settlement Account (other than with respect to amounts on deposit therein that can fairly be identified by the Borrower as being attributable to the Settlement Bank Obligations) plus (y) an amount equal to 80% of the Eligible NSCC Margin Deposits is at least equal to the aggregate principal amount of Loans outstanding at such time or (B) to make payments on account of the Obligations. On or prior to the date of this Agreement, the Borrower shall direct NSCC to return any NSCC Margin Deposits to be returned to the Borrower to the Settlement Account. The Borrower shall cause such direction to be in full force and effect at all times until all the Obligations have been fully paid and performed and the Commitment has been terminated.

(ii) The Borrower agrees that the Settlement Account shall be at all times subject to the “control” (within the meaning of Section 9-104 of the UCC) of and held by the Administrative Agent as the depositary bank during the term of this Agreement, provided that unless an Event of Default has occurred and is continuing, the Borrower shall have the right to transfer or otherwise dispose of any funds in the Settlement Account. The Settlement Account shall be deemed to be a “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC). For the purposes of this Agreement and Section 9-304 of the UCC, the Administrative Agent’s jurisdiction shall be deemed to be the State of Illinois.

Section 12.4. Further Assurances. The Borrower hereby appoints the Administrative Agent, its nominee, and any other person whom the Administrative Agent may designate, as the Borrower’s attorney-in-fact, with full power, after the occurrence and during the continuation of any Event of Default, to liquidate the Collateral or any part thereof prior to its stated maturity, if any, without thereby incurring any liability whatsoever to the Borrower and, in the name of the Borrower or in the Administrative Agent’s own name or both, to demand, collect, withdraw, receipt for or sue for all amounts due or to become due and payable in respect of the Collateral, to execute any withdrawal receipts respecting the Collateral, to endorse the name of the Borrower on any and all commercial paper given in payment thereof, and to take any other action, including, without limitation, transfer any certificate evidencing the Collateral into the Administrative Agent’s own name or the name of its nominee, which the Administrative Agent deems necessary or appropriate to preserve or protect its interest in the Collateral. The Borrower hereby ratifies and approves all acts of any such attorney and agrees that neither the Administrative Agent nor any such attorney will be liable for any acts or omissions nor for any error of judgment or mistake of fact or law other than such person’s gross negligence or willful misconduct. The foregoing power of attorney, being coupled with an interest, is irrevocable until the Obligations have been fully paid and satisfied and the commitment to extend additional credit to the Borrower has terminated.

-58-

Section 12.5. Guaranties. The payment and performance of the Obligations shall at all times be guaranteed by each Subsidiary that is a party to this Agreement or executes and delivers to the Administrative Agent one or more Guaranty Agreements. Promptly upon the formation or acquisition of any Subsidiary after the Closing Date, the Borrower shall promptly cause such Subsidiary to deliver a Guaranty Agreement (including signing a joinder to this Agreement).

SECTION 13. MISCELLANEOUS.

Section 13.1. Notices.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail as follows:

(i) if to the Borrower or any other Loan Party, to it at One Dallas Center, 350 N. St. Paul Street, Suite 1300, Dallas Texas 75201, Attention of Treasury Department (Telephone No. (214) 765-1100; electronic mail: treasury@apexclearing.com);

(ii) if to the Administrative Agent, to BMO Harris Bank N.A. at 111 West Monroe Street, Chicago, Illinois 60603, Attention of Futures & Securities (Facsimile No. (312) 765-8201; Telephone No. (312) 461-2491; electronic mail: krupa.tantuwaya@BMO.com);

(iii) if to a Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent provided in subsection (b) below, shall be effective as provided in said subsection (b).

(b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Sections 2.1 and 2.4 if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Sections by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

-59-

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c) Change of Address, etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(d) Platform. (i) Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to the Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”).

(ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower or the other Loan Parties, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through the Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent or any Lender by means of electronic communications pursuant to this Section, including through the Platform.

Section 13.2. Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of

-60-

the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that (in each case with respect to any Facility) any such assignment shall be subject to the following conditions:

(i) Minimum Amounts. (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitments and the Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in paragraph (b)(i)(A) of this Section, the aggregate amount of the relevant Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.

-61-

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for any assignments to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (A) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, and (B) except as otherwise expressly provided for herein, the assignor and assignee party to each assignment shall be responsible for the processing and recordation fee.

(v) No Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any other Loan Party or any Loan Party’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural Person.

(vii) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

-62-

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 13.4 and 13.6 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.

(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Chicago, Illinois a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or the Borrower or any other Loan Party or any Loan Party’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitments and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10 with respect to any payments made by such Lender to its Participant(s).

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest.

-63-

The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.1 and 4.2 (subject to the requirements and limitations therein, including the requirements under Section 4.1(g) (it being understood that the documentation required under Section 4.1(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.10 and 4.3 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 4.1 or 4.2, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.10 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.6 (Right of Setoff) as though it were a Lender; provided that such Participant agrees to be subject to Section 13.7 (Sharing of Payments by Lenders) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 13.3. Amendments. Any provision of this Agreement or the other Loan Documents may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by (a) the Borrower, (b) the Required Lenders (or the Administrative Agent acting at the direction of the Required Lenders) (except as otherwise stated below to require only the consent of the Lenders affected thereby), and (c) if the rights or duties of the Administrative Agent are affected thereby, the Administrative Agent; provided that:

(i) no amendment or waiver pursuant to this Section 13.3 shall (A) increase any Commitment of any Lender without the consent of such Lender or (B) reduce the amount of or postpone the date for any scheduled payment of any principal of or interest on any Loan or of any fee payable hereunder without the consent of the Lender to which such payment is owing or which has committed to make such Loan or Letter of Credit (or participate therein) hereunder; provided, however, that only the consent of the Required Lenders shall be necessary to amend the default rate provided in Section 2.7 or to waive any obligation of the Borrower to pay interest or fees at the default rate as set forth therein;

-64-

(ii) no amendment or waiver pursuant to this Section 13.3 shall, unless signed by each Lender, change the definition of Required Lenders, change the provisions of this Section 13.3, change Section 13.7 in a manner that would affect the ratable sharing of setoffs required thereby, change the application of payments contained in Section 3.1, release any material Guarantor or all or substantially all of the Collateral (except as otherwise provided for in the Loan Documents), or affect the number of Lenders required to take any action hereunder or under any other Loan Document;

(iii) no amendment or waiver pursuant to this Section 13.3 shall, unless signed by each Lender affected thereby, extend the Termination Date; or

(iv) no amendment to Section 11 shall be made without the consent of the Guarantor(s) affected thereby.

Notwithstanding anything to the contrary herein, (1) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (2) if the Administrative Agent and the Borrower have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and (3) guarantees, collateral security documents and related documents executed by the Borrower or any other Loan Party in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived without the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

Section 13.4. Costs and Expenses; Indemnification.

(a) Costs and Expenses. The Loan Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) in connection with the syndication of the Facilities, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, or any amendments,

-65-

modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including, without limitation, such fees and expenses incurred in connection with the creation, perfection or protection of the Liens under the Loan Documents (including all search, filing and recording fees) and (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the fees, charges and disbursements of one counsel for the Administrative Agent and the Lenders and one counsel in each applicable jurisdication) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any other Loan Party as a debtor thereunder).

(b) Indemnification by the Loan Parties. Each Loan Party shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any third party or the Borrower or any other Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof), and its Related Parties, the administration and enforcement of this Agreement and the other Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any other Loan Party as a debtor thereunder), (ii) any Loan or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto (including, without limitation, any settlement arrangement arising from or relating to the foregoing); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (w) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (x) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (y) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from a material breach by such Indemnified Party (or any of such Indemnified Party’s affiliates) of its obligations under any Loan Document, or (z) that arise out of any claim, inquiries, litigation, investigation or proceeding that does not involve an act or omission of the Borrower, any Guarantor or any of their respective Subsidiaries and that is brought by an Indemnified Party against another Indemnified Party. This subsection (b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

-66-

(c) Reimbursement by Lenders. To the extent that (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by any of them to the Administrative Agent (or any sub-agent thereof) or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 13.15.

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Loan Parties shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan, or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e) Payments. All amounts due under this Section shall be payable promptly after demand therefor.

(f) Survival. Each party’s obligations under this Section shall survive the termination of the Loan Documents and payment of the obligations hereunder.

Section 13.5. No Waiver, Cumulative Remedies. No delay or failure on the part of the Administrative Agent or any Lender, or on the part of the holder or holders of any of the Obligations, in the exercise of any power or right under any Loan Document shall operate as a waiver thereof or as an acquiescence in any default, nor shall any single or partial exercise of any power or right preclude any other or further exercise thereof or the exercise of any other power or right. The rights and remedies hereunder of the Administrative Agent, the Lenders, and of the holder or holders of any of the Obligations are cumulative to, and not exclusive of, any rights or remedies which any of them would otherwise have.

-67-

Section 13.6. Right of Setoff. In addition to any rights now or hereafter granted under the Loan Documents or applicable law and not by way of limitation of any such rights, if an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency, but specifically excluding Reserve Accounts) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender or any such Affiliate, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Section 13.7. Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that:

(a) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(b) the provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to any Loan Party or any Subsidiary thereof (as to which the provisions of this Section shall apply).

-68-

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation.

Section 13.8. Survival of Representations. All representations and warranties made herein or in any other Loan Document or in certificates given pursuant hereto or thereto shall survive the execution and delivery of this Agreement and the other Loan Documents, and shall continue in full force and effect with respect to the date as of which they were made as long as any credit is in use or available hereunder.

Section 13.9. Survival of Indemnities. All indemnities and other provisions relative to reimbursement to the Lenders of amounts sufficient to protect the yield of the Lenders with respect to the Loans, including, but not limited to, Sections 4.1, 4.2, and 13.4, shall survive the termination of this Agreement and the other Loan Documents and the payment of the Obligations.

Section 13.10. Counterparts; Integration; Effectiveness.

(a) Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 7.2, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (e.g., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. For purposes of determining compliance with the conditions specified in Section 7.2, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Closing Date specifying its objection thereto.

(b) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronics Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

-69-

Section 13.11. Headings. Section headings used in this Agreement are for reference only and shall not affect the construction of this Agreement.

Section 13.12. Severability of Provisions. Any provision of any Loan Document which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. All rights, remedies and powers provided in this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory provisions of law, and all the provisions of this Agreement and other Loan Documents are intended to be subject to all applicable mandatory provisions of law which may be controlling and to be limited to the extent necessary so that they will not render this Agreement or the other Loan Documents invalid or unenforceable.

Section 13.13. Construction. The parties acknowledge and agree that the Loan Documents shall not be construed more favorably in favor of any party hereto based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation of the Loan Documents. The provisions of this Agreement relating to Subsidiaries shall only apply during such times as the Borrower has one or more Subsidiaries.

Section 13.14. Excess Interest. Notwithstanding any provision to the contrary contained herein or in any other Loan Document, no such provision shall require the payment or permit the collection of any amount of interest in excess of the maximum amount of interest permitted by applicable law to be charged for the use or detention, or the forbearance in the collection, of all or any portion of the Loans or other obligations outstanding under this Agreement or any other Loan Document (“Excess Interest”). If any Excess Interest is provided for, or is adjudicated to be provided for, herein or in any other Loan Document, then in such event (a) the provisions of this Section shall govern and control, (b) neither the Borrower nor any guarantor or endorser shall be obligated to pay any Excess Interest, (c) any Excess Interest that the Administrative Agent or any Lender may have received hereunder shall, at the option of the Administrative Agent, be (i) applied as a credit against the then outstanding principal amount of Obligations hereunder and accrued and unpaid interest thereon (not to exceed the maximum amount permitted by applicable law), (ii) refunded to the Borrower, or (iii) any combination of the foregoing, (d) the interest rate payable hereunder or under any other Loan Document shall be automatically subject to reduction to the maximum lawful contract rate allowed under applicable usury laws (the “Maximum Rate”), and this Agreement and the other Loan Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in the relevant interest rate, and (e) neither the Borrower nor any guarantor or endorser shall have any action against the Administrative Agent or any Lender for any damages whatsoever arising out of the payment or collection of any Excess Interest. Notwithstanding the foregoing, if for any period of time interest on any of Borrower’s Obligations is calculated at the Maximum Rate rather than the applicable rate under this Agreement, and thereafter such applicable rate becomes less than the Maximum Rate, the rate of interest payable on the Borrower’s Obligations shall remain at the Maximum Rate until the Lenders have received the amount of interest which such Lenders would have received during such period on the Borrower’s Obligations had the rate of interest not been limited to the Maximum Rate during such period.

-70-

Section 13.15. Lender’s Obligations Several. The obligations of the Lenders hereunder are several and not joint. Nothing contained in this Agreement and no action taken by the Lenders pursuant hereto shall be deemed to constitute the Lenders a partnership, association, joint venture or other entity.

Section 13.16. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees that: (a) (i) no fiduciary, advisory or agency relationship between any Loan Party and its Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising any Loan Party or any of its Subsidiaries on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Lenders are arm’s-length commercial transactions between such Loan Parties and their Affiliates, on the one hand, and the Administrative Agent and the Lenders, on the other hand, (iii) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (b) (i) the Administrative Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Loan Party or any of its Affiliates, or any other Person; (ii) none of the Administrative Agent and the Lenders has any obligation to any Loan Party or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of any Loan Party and its Affiliates, and none of the Administrative Agent and the Lenders has any obligation to disclose any of such interests to any Loan Party or its Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 13.17. Governing Law; Jurisdiction; Consent to Service of Process. (a) THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS (EXCEPT AS OTHERWISE SPECIFIED THEREIN), AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

-71-

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable Legal Requirements, in such federal court. Each party hereto hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirements. Nothing in this Agreement or any other Loan Document or otherwise shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any Guarantor or its respective properties in the courts of any jurisdiction.

(c) Each party to this Agreement irrevocably and unconditionally waives, to the fullest extent permitted by applicable Legal Requirements, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 13.17(b). Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable Legal Requirements, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided for notices (other than telecopy or e-mail) in Section 13.1. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Legal Requirements.

Section 13.18. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 13.19. USA Patriot Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies the Borrower that pursuant to the requirements of the Act, it is required to obtain, verify, and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

-72-

Section 13.20. Confidentiality. Each of the Administrative Agent and the Lenders agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent required or requested by any Regulatory Authority purporting to have jurisdiction over such Person or its Related Parties (including any self Regulatory Authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement; (g) subject to an agreement containing provisions substantially the same as those of this Section, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party or Subsidiary and its obligations; (h) on a confidential basis to any rating agency in connection with rating any Loan Party or its Subsidiaries or the Facilities; (i) with the prior written consent of the Borrower; or (j) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section, or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from a Loan Party or any of its Subsidiaries relating to a Loan Party, any Affiliate of a Loan or any of their Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender on a nonconfidential basis prior to disclosure by a Loan Party or any of its Subsidiaries; provided that, in the case of information received from a Loan Party or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 13.21. Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto (including any party becoming a party hereto by virtue of an Assignment and Assumption) acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

-73-

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

[SIGNATURE PAGES TO FOLLOW]

-74-

This Credit Agreement is entered into between us for the uses and purposes herein above set forth as of the date first above written.

“BORROWER”
APEX CLEARING CORPORATION
By	/s/ William Capuzzi
	Name William Capuzzi
	Title CEO

[Signature Page to Credit Agreement]

“ADMINISTRATIVE AGENT AND LENDERS”
BMO HARRIS BANK N.A., as a Lender and as Administrative Agent
By	/s/ Krupa Tantuwaya
	Name Krupa Tantuwaya
	Title Vice President

[Signature Page to Credit Agreement]

“LENDERS”
TEXAS CAPITAL BANK, NATIONAL ASSOCIATION
By	/s/ Bart McCain
	Name Bart McCain
	Title SVP

[Signature Page to Credit Agreement]

EXHIBIT A

NOTICE OF BORROWING

Date: ____________, ____

To: BMO Harris Bank N.A., as Administrative Agent for the Lenders party to the Credit Agreement dated as of September 13, 2018 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Apex Clearing Corporation, the Guarantors party thereto certain Lenders which are signatories thereto, and BMO Harris Bank N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of September 13, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein being used herein as therein defined), among Apex Clearing Corporation, a New York corporation (the “Borrower”), the other Loan Parties party thereto, the Lenders party thereto, and BMO Harris Bank N.A., a national banking association (the “Administrative Agent”). The Borrower hereby gives you notice irrevocably, pursuant to Section 2.4 of the Credit Agreement as specified below:

1. The Business Day of the proposed Borrowing is ___________, ____.

2. The aggregate amount of the proposed Borrowing is $______________.

3. Number of Zero Loan Days during the current month: ______________. [Number of Zero Loan Days during any calendar month cannot be less than 5].

4. The proceeds of the proposed Borrowing shall be used to fund [margin deposits with the NSCC] /or [customer withdrawals from the Reserve Account]

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed borrowing, before and after giving effect thereto and to the application of the proceeds therefrom:

(a) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents is true and correct as of the date of the proposed borrowing, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date;;

(b) no Default has occurred and is continuing or would result from such proposed borrowing;

(c) after giving effect to such proposed borrowing, the aggregate principal amount of all Loans outstanding does not exceed the Commitment;

(d) after giving effect to such proposed borrowing, the aggregate principal amount of the Loans outstanding does not exceed the Borrowing Base; and

(e) Annex 1 attached hereto sets forth data and computations evidencing the Borrowing Base, and all of such data and computations are true, correct and complete and have been made in accordance with the relevant sections of the Credit Agreement.

Very truly yours,

APEX CLEARING CORPORATION

By

Name

Title

-2-

ANNEX 1

Borrowing Base – Reserve Account
(1)	Amount in Reserve Account as of                                  (the “Requested Withdrawal Date”)	$
(2)	Requested customer withdrawals from the Requested Withdrawal Date	$
(3)	Deposits required to be made in the Reserve Account from the Requested Withdrawal Date	$
(4)	The aggregate principal amount of Loans advanced to Borrower for such requested customer withdrawals (whether such Loans remain outstanding or have been repaid) from the Requested Withdrawal Date	$
(5)	Line 2 minus Line 3 minus Line 4 (to the extent positive)	$
Borrowing Base – NSCC Margin Deposits
(a)	Previous month 10th lowest NSCC Margin Deposits	$
(b)	Current Eligible NSCC Margin Deposits	$
(c)	Line (b) minus Line (a)	$
(d)	Line (c) multiplied by 80% (to the extent positive)	$
A	Line (5) plus Line (d)	$
B	Commitment	$60,000,000
C	Lesser of Line (A) or Line (B)	$
D	Outstanding Loans	$
E	Availability (Line (C) minus Line (D))	$

-3-

EXHIBIT B

NOTE

U.S. $_______________ ____________, 2018

FOR VALUE RECEIVED, the undersigned, APEX CLEARING CORPORATION, a New York corporation (the “Borrower”), hereby promises to pay to ____________________ (the “Lender”) or its registered assigns on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of the Administrative Agent in Chicago Illinois (or such other location as the Administrative Agent may designate to the Borrower), in immediately available funds, the principal sum of ___________________ Dollars ($__________) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Credit Agreement, together with interest on the principal amount of each Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement dated as of September 13, 2018 among the Borrower, the Guarantors party thereto, the Lenders party thereto, and BMO Harris Bank N.A., as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations law of the State of New York).

Voluntary prepayments may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement.

The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder.

APEX CLEARING CORPORATION
By
	Name
	Title

EXHIBIT C

APEX CLEARING CORPORATION

COMPLIANCE CERTIFICATE

To: BMO Harris Bank N.A., as Administrative Agent under, and the Lenders party to, the Credit Agreement described below

This Compliance Certificate is furnished to the Administrative Agent and the Lenders pursuant to that certain Credit Agreement dated as of September 13, 2018 among Apex Clearing Corporation, as Borrower, the other Loan Parties party thereto, the Lenders party thereto from time to time, and BMO Harris Bank N.A., as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected ____________ of the Borrower;

2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements;

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or the occurrence of any event which constitutes a Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Compliance Certificate, except as set forth below;

4. The financial statements required by Section 8.5 of the Credit Agreement and being furnished to you concurrently with this Compliance Certificate are true, correct and complete as of the date and for the periods covered thereby; and

5. The Attachment hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Credit Agreement, all of which data and computations are, to the best of my knowledge, true, complete and correct and have been made in accordance with the relevant Sections of the Credit Agreement.

Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event:

______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ _______________________________________________________________________________

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ______ day of __________________ 20___.

APEX CLEARING CORPORATION, as Borrower
By
	Name
	Title

-2-

ATTACHMENT TO COMPLIANCE CERTIFICATE

APEX CLEARING CORPORATION

Compliance Calculations for Credit Agreement

Dated as of September 13, 2018

Calculations as of _____________, ___

A. Minimum Total Regulatory Capital (Section 8.21(a))
1.  Total Regulatory Capital	$
2.  Line A1 shall not be less than	$135,000,000
3.  The Borrower is in compliance (circle yes or no)	yes/no
B. Minimum Excess Net Capital (Section 8.21(b))
1.  Excess Net Capital	$
2.  Line B1 shall not be less than	$70,000,000
3.  The Borrower is in compliance (circle yes or no)	yes/no
C. Maximum Total Assets to Total Regulatory Capital Ratio (Section 8.21(c))
1.  Total assets	$
2.  Cash segregated in compliance with applicable law, rules, or regulations	$
3.  Line C1 minus Line C2	$
4.  Total Regulatory Capital (Line A1)	$
5.  Ratio of Line C3 to line C4	to
6.  Line C5 ratio must not be more than	16.0 to 1.0
7.  The Borrower is in compliance (circle yes or no)	yes / no
D. Minimum Liquidity Ratio (Section 8.21(d))
1.  Unencumbered marketable securities (determined after taking into account prudent and customary financing haircuts as reasonably determined by the Administrative Agent) (exclusive of any securities on deposit in a Customer Reserve Bank Account or a PAB Reserve Bank Account, as those terms are defined in Exchange Act rule 15c3-3)	$

2.  Unencumbered cash (exclusive of any cash on deposit in a Customer Reserve Bank Account or a PAB Reserve Bank Account, as those terms are defined in Exchange Act rule 15c3-3 unless such cash on deposit is available to satisfy any obligation of the Borrower)	$
3.  Eligible NSCC Margin Deposits (solely to the extent of the lesser of (x) the amount, if any, by which the Borrowing Base at such time exceeds the aggregate outstanding amount of Loans and (y) an amount equal to the Commitment minus the aggregate outstanding amount of Loans)	$
4.  Sum of Lines D1 plus D2 plus D3	$
5.  Unsecured Indebtedness (other than the Loans, Subordinated Debt and intercompany Indebtedness that is subordinated to the Obligations, and exclusive of any credit balances carried for the account of any customer, broker or dealer)	$
6.  Ratio of Line D4 to line D5	to
7.  Line D6 ratio shall not be less than	1.0 to 1.0
8.  The Borrower is in compliance (circle yes or no)	yes /no

-2-

EXHIBIT D

CERTIFICATE RE: ELIGIBLE NSCC MARGIN DEPOSITS

To: BMO Harris Bank N.A., as

Administrative Agent under, and

the Lenders party to, the Credit

Agreement described below

This Certificate re: Eligible NSCC Margin Deposits is furnished to the Administrative Agent and the Lenders pursuant to that certain Credit Agreement dated as of September 13, 2018 among, Apex Clearing Corporation, a New York corporation, as Borrower, the Loan Parties party thereto, the Lenders party thereto from time to time, and BMO Harris Bank N.A., as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). The undersigned hereby certifies that the Eligible NSCC Margin Deposits in effect for each Business Day in the most recently ended calendar month were as described on the schedule attached hereto.

Unless otherwise defined herein, the terms used in this Certificate have the meanings ascribed thereto in the Credit Agreement.

IN WITNESS WHEREOF, the undersigned has hereunto set my name as of the date set forth below.

APEX CLEARING CORPORATION

By:

Name:

Its:

Date: __________, 201___

SCHEDULE

ELIGIBLE NSCC MARGIN DEPOSITS

Date of Business Day	Eligible NSCC Margin Deposits
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
	$
10th Lowest Eligible NSCC Margin Deposits during the calendar month	$

-2-

EXHIBIT E

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]¹ Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]² Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]³ hereunder are several and not joint.]⁴ Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as

Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee

1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

3 Select as appropriate.

4 Include bracketed language if there are either multiple Assignors or multiple Assignees.

pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1. Assignor[s]:                                                      

[Assignor [is] [is not] a Defaulting Lender]

2. Assignee[s]:                                                      

[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]

3. Borrower: Apex Clearing Corporation

4. Administrative Agent: BMO Harris Bank N.A., as the administrative agent under the Credit Agreement

5. Credit Agreement: Credit Agreement dated as of September 13, 2018 among Apex Clearing Corporation, the Lenders parties thereto, BMO Harris Bank LLC, as Administrative Agent, and the other agents parties thereto

6. Assigned Interest[s]:

ASSIGNOR[S]5	ASSIGNEE[S]6	FACILITY ASSIGNED7	AGGREGATE AMOUNT OF COMMITMENT/LOANS FOR ALL LENDERS8	AMOUNT OF COMMITMENT/LOANS ASSIGNED8	PERCENTAGE ASSIGNED  OF COMMITMENT/LOANS9
			$	$	%
			$	$	%
			$	$	%

5 List each Assignor, as appropriate.

6 List each Assignee, as appropriate.

7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Commitment,” etc.)

8 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

[7. Trade Date: ______________]¹⁰

[PAGE BREAK]

10 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.

-2-

Effective Date: ________________, 20___ [To be inserted by Administrative Agent and which shall be the effective date of recordation of transfer in the register therefor.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S]11
[NAME OF ASSIGNOR]
By
	Name
	Title

[NAME OF ASSIGNOR]
By
	Name
	Title

ASSIGNEE[S]12
[NAME OF ASSIGNEE]
By
	Name
	Title

[NAME OF ASSIGNEE]
By
	Name
	Title

11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).

12 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).

-3-

[Consented to and]¹³ Accepted:

BMO Harris Bank N.A., as

Administrative Agent

By
	Name
	Title

13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

-4-

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

SECTION 1. REPRESENTATIONS AND WARRANTIES.

Section 1.1. Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Section 1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 13.2(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 13.2(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.5 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

SECTION 2. PAYMENTS.

From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.

SECTION 3. GENERAL PROVISIONS.

This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

-2-

SCHEDULE 2.1

COMMITMENTS

NAME OF LENDER	COMMITMENT
BMO Harris Bank N.A.	$	40,000,000.00
Texas Capital Bank, National Association	$	20,000,000.00
TOTAL	$	60,000,000.00

SCHEDULE 6.2

SUBSIDIARIES

None.

SCHEDULE 6.14

AFFILIATE TRANSACTIONS

1. Subordinated Debt reflected in the balance sheet of the Borrower.

2. Management Agreement between the Borrower and Peak6 Investments, L.P.

Each of the foregoing may be (a) renewed or extended on similar terms and (b) as amended or otherwise modified from time to time to the extent such amendment or modification could not reasonably be expected to have a material and adverse effect on the Administrative Agent and the Lenders.

EX-10.18

Exhibit 10.18

FIRST AMENDMENT TO CREDIT AGREEMENT

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”).

PRELIMINARY STATEMENTS

A. The Borrower, the Lenders and the Agent entered into a certain Credit Agreement, dated as of September 13, 2018 (the “Credit Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.

B. The Borrower has requested that the Lenders make certain other amendments to the Credit Agreement, and the Lenders are willing to do so under the terms and conditions set forth in this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. AMENDMENT.

Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the defined term “Termination Date” appearing in Section 1.1 of the Credit Agreement shall be amended and restated to read in its entirety as follows:

“Termination Date” means the earliest to occur of: (i) September 10, 2020, (ii) the date upon which a Termination Event occurs, or (iii) the date upon which the Commitment is terminated in whole pursuant to Section 2.9, 9.2 or 9.3

SECTION 2. CONDITIONS PRECEDENT.

The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

2.1. The Borrower, the Lenders and the Agent shall have executed and delivered this Amendment.

2.2. The Agent shall have received good standing certificates for the Borrower, dated as of a date no earlier than 30 days prior to the date hereof, from the New York Secretary of State.

2.3. The Agent shall have received, for the ratable benefit of each Lender, an upfront fee equal to 0.10% of such Lender’s Commitment on the date hereof.

2.4. Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Agent and its counsel.

SECTION 3. REPRESENTATIONS.

In order to induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Agent and the Lenders that as of the date hereof:

3.1. Authorization, Etc. The Borrower has the power and authority to execute, deliver and perform this Amendment and the other Loan Documents (if any) called for hereby. The Borrower has taken all necessary action (including, without limitation, obtaining approval of its equity holders, if necessary) to authorize its execution, delivery and performance of this Amendment and the other Loan Documents (if any) called for hereby. No consent, approval or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with the Borrower’s execution, delivery and performance of this Amendment or such other Loan Documents, except for those already duly obtained. This Amendment and the other Loan Documents (if any) called for hereby have been duly executed and delivered by the Borrower and constitute the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor rights generally or by equitable principles relating to enforceability. The execution, delivery and performance of this Amendment and the other Loan Documents (if any) called for hereby by the Borrower does not (i) contravenes the terms of any of its Organizational Documents; (ii) conflict with or constitute a violation or breach of, or constitutes a default under, or results in the creation or imposition of any Lien (other than pursuant to the Loan Documents) upon the Property of the Borrower by reason of the terms of any material contractual obligation (including without limitation contractual obligations arising from any material agreements to which the Borrower is a party or which is binding upon it); or (iii) violates any applicable law in any material respect.

3.2. No Change to Organizational Documents. The Borrower hereby certifies that: (x) the copies of the Borrower’s Organizational Documents previously delivered to the Agent under the Loan Documents continue to be true, correct and complete, have not been amended or otherwise modified since the date of such delivery, and are in full force and effect on the date hereof; (y) the resolutions and written consents delivered to the Agent by the Borrower relating the Credit Agreement have not been amended, modified, supplemented or revoked, and such resolutions and written consents are in full force and effect as of the date hereof; and (z) each Person previously identified by the Borrower to sign any Loan Document on its behalf continues to be so authorized on the date hereof and is authorized to sign this Amendment. The Lenders may conclusively rely on this certification until it is otherwise notified by the Borrower in writing.

3.3. Representations and Warranties. After giving effect to this Amendment, the representations and warranties set forth in Section 6 of the Credit Agreement and in the other Loan Documents are and shall be and remain true and correct, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date.

-2-

3.4. No Default. No Default exists under the Credit Agreement or shall result after giving effect to this Amendment.

3.5. No Material Adverse Change. Since December 31, 2018, no Material Adverse Change has occurred.

SECTION 4. REAFFIRMATIONS.

The Borrower hereby acknowledges and agrees that the Liens created and provided for by the Loan Documents continue to secure, among other things, the Obligations arising under the Credit Agreement as amended hereby; and the Loan Documents and the rights and remedies of the Agent thereunder, the obligations of the Borrower thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided for by the Loan Documents as to the indebtedness which would be secured thereby prior to giving effect to this Amendment.

SECTION 5. MISCELLANEOUS.

5.1. Except as specifically amended herein, the Credit Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit Agreement, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby. This Amendment is not a novation nor is it to be construed as a release, waiver or modification of any of the terms, conditions, representations, warranties, covenants, rights or remedies set forth in the Credit Agreement or the other Loan Documents, except as specifically set forth herein. Without limiting the foregoing, the Borrower agrees to comply with all of the terms, conditions, and provisions of the Credit Agreement and the other Loan Documents except to the extent such compliance is irreconcilably inconsistent with the express provisions of this Amendment.

5.2. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of or incurred by the Agent in connection with the negotiation, preparation, execution and delivery of this Amendment and the other instruments and documents being executed and delivered in connection herewith and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of counsel for the Agent.

-3-

5.3. This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (e.g., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of Amendment. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

[SIGNATURE PAGE TO FOLLOW]

-4-

This First Amendment to Credit Agreement is entered into as of the date and year first above written.

“BORROWER”

APEX CLEARING CORPORATION

By /s/ Terry Ray

      Name Terry Ray

      Title Treasurer

Accepted and agreed to.

BMO HARRIS BANK N.A., as a Lender and as Administrative Agent

By /s/ Krupa Tantuwaya

      Name Krupa Tantuwaya

      Title Director

TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as a Lender

By /s/ Bart McCain

      Name Bart McCain

      Title SVP

[First Amendment to Credit Agreement]

EX-10.19

Exhibit 10.19

* Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.

SECOND AMENDMENT TO CREDIT AGREEMENT

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”).

PRELIMINARY STATEMENTS

A. The Borrower, the Lenders and the Agent entered into a certain Credit Agreement, dated as of September 13, 2018, as amended (the “Credit Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.

B. The Borrower has requested that the Lenders make certain other amendments to the Credit Agreement, and the Lenders are willing to do so under the terms and conditions set forth in this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1.    AMENDMENT.

Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended as follows:

1.1. The defined terms “Commitment” and “Termination Date” appearing in Section 1.1 of the Credit Agreement shall be amended and restated to read in their entirety as follows:

“Commitment” means, as to any Lender, the obligation of such Lender to make Loans in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.1 attached hereto and made a part hereof, as the same may be reduced or modified at any time or from time to time pursuant to the terms hereof. The Borrower and the Lenders acknowledge and agree that the Commitments of the Lenders aggregate $100,000,000 on the Second Amendment Effective Date.

“Termination Date” means the earliest to occur of: (i) September 9, 2021, (ii) the date upon which a Termination Event occurs, or (iii) the date upon which the Commitment is terminated in whole pursuant to Section 2.9, 9.2 or 9.3.

1.2. Clause (i) of the defined term “Borrowing Base” appearing in Section 1.1 of the Credit Agreement shall be amended and restated to read in its entirety as follows:

(i) 100% of an amount equal to the difference of (A) the requested withdrawals of customers’ cash from the Reserve Account, less (B) cash received by the Borrower that is required to be deposited into the Reserve Account, in each case from the last computation date of the value of the Reserve Account through the date of determination; plus

1.3. Section 1.1 of the Credit Agreement shall be and hereby is amended by inserting the new defined terms in their appropriate alphabetical order, each such defined term to read in its entirety as follows:

“Eurodollar Reserve Percentage” means the maximum reserve percentage, expressed as a decimal, at which reserves (including, without limitation, any emergency, marginal, special, and supplemental reserves) are imposed by the Board of Governors of the Federal Reserve System (or any successor) on “eurocurrency liabilities”, as defined in such Board’s Regulation D (or any successor thereto), subject to any amendments of such reserve requirement by such Board or its successor, taking into account any transitional adjustments thereto. For purposes of this definition, the relevant Loans shall be deemed to be “eurocurrency liabilities” as defined in Regulation D without benefit or credit for any prorations, exemptions or offsets under Regulation D. The Eurodollar Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in any such reserve percentage.

“LIBOR Quoted Rate” means, for any day, the rate per annum equal to the quotient of (i) the rate per annum (rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for deposits in U.S. Dollars for a one month interest period as reported on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Lender from time to time) as of 11:00 a.m. (London, England time) on such day (or, if such day is not a Business Day, on the immediately preceding Business Day) divided by (ii) one (1) minus the Eurodollar Reserve Percentage, provided that in no event shall the “LIBOR Quoted Rate” be less than 0.00%.

“Overnight Base Rate” means, for any day, the rate per annum equal to the greatest of: (a) LIBOR Quoted Rate for such day, (b) the Target Rate for such day and (c) [****]%; provided, that in the event that the LIBOR Quoted Rate is not available for any reason, then the Overnight Base Rate shall be the greater or clause (b) and (c) above without reference to clause (a) above.

“Second Amendment” means that certain Second Amendment to Credit Agreement dated as of September 10, 2020, by and among the Borrower, the Lenders, and the Administrative Agent.

“Second Amendment Effective Date” means the date that the Second Amendment becomes effective in accordance with its terms.

-2-

“Target Rate” means, for any day, the rate per annum equal to the upper limit of the Federal Funds Target Range as announced by the Federal Open Market Committee of the Federal Reserve Board; provided that in no event shall Target Rate be less than 0.00%.

1.4. Section 2.2(a) of the Credit Agreement shall be and hereby is amended by deleting the defined term “Federal Funds Rate” and inserting in its place the defined term “Overnight Base Rate”.

1.5. Section 6.6 of the Credit Agreement shall be amended and restated to read in its entirety as follows:

Section 6.6. No Material Adverse Change. Since December 31, 2019, there has been no Material Adverse Effect.

1.6. Section 8.21(a) and Section 8.21(b) of the Credit Agreement shall be amended and restated to read in its entirety as follows:

(a) Minimum Total Regulatory Capital. The Borrower shall at all times maintain Total Regulatory Capital of not less than $150,000,000.

(b) Minimum Excess Net Capital. The Borrower shall at all times maintain Excess Net Capital of not less than $100,000,000.

1.7. Exhibit A, Exhibit E and Schedule 2.1 of the Credit Agreement shall be amended and replaced in the form of Exhibit A, Exhibit E and Schedule 2.1, respectively, attached hereto.

SECTION 2.    CONDITIONS PRECEDENT.

The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

2.1. The Borrower, the Lenders and the Agent shall have executed and delivered this Amendment.

2.2. If requested by any Lender, the Borrower shall have executed and delivered to the Agent a Note for such Lender dated the date hereof and otherwise in compliance with the provisions of Section 2.8 of the Agreement.

2.3. The Agent shall have received copies (executed or certified as may be appropriate) of resolutions of the Board of Directors or other governing body of the Borrower authorizing the execution, delivery, and performance of this Amendment.

2.4. The Agent shall have received an incumbency certificate containing the name, title and genuine signature of the Borrower’s Authorized Representatives.

-3-

2.5. The Agent shall have received good standing certificates for the Borrower, dated as of a date no earlier than 30 days prior to the date hereof, from the New York Secretary of State.

2.6. Each of the Lenders shall have received, sufficiently in advance of the Second Amendment Effective Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower.

2.7. Legal matters incident to the execution and delivery of the Loan Documents and to the transactions contemplated hereby shall be satisfactory to the Agent and its counsel; and the Agent shall have received the favorable written opinion of in-house counsel for the Borrower in form and substance satisfactory to the Agent and its counsel.

2.8. The Administrative Agent shall have received financing statement, tax and judgment lien search results against the Property of the Borrower evidencing the absence of Liens on their Property except as permitted by Section 8.8 of the Credit Agreement.

2.9. The Agent shall have received all fees required to be paid as set forth in that certain letter dated August 6, 2020 between the Borrower and the Agent.

2.10. The Agent shall have received, for the ratable benefit of each Lender, an upfront fee equal to 0.10% of such Lender’s Commitment on the date hereof after giving effect to the Amendment.

SECTION 3.    REPRESENTATIONS.

In order to induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Agent and the Lenders that as of the date hereof:

3.1. Authorization, Etc. The Borrower has the power and authority to execute, deliver and perform this Amendment and the other Loan Documents (if any) called for hereby. The Borrower has taken all necessary action (including, without limitation, obtaining approval of its equity holders, if necessary) to authorize its execution, delivery and performance of this Amendment and the other Loan Documents (if any) called for hereby. No consent, approval or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with the Borrower’s execution, delivery and performance of this Amendment or such other Loan Documents, except for those already duly obtained. This Amendment and the other Loan Documents (if any) called for hereby have been duly executed and delivered by the Borrower and constitute the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the

-4-

enforcement of creditor rights generally or by equitable principles relating to enforceability. The execution, delivery and performance of this Amendment and the other Loan Documents (if any) called for hereby by the Borrower does not (i) contravenes the terms of any of its Organizational Documents; (ii) conflict with or constitute a violation or breach of, or constitutes a default under, or results in the creation or imposition of any Lien (other than pursuant to the Loan Documents) upon the Property of the Borrower by reason of the terms of any material contractual obligation (including without limitation contractual obligations arising from any material agreements to which the Borrower is a party or which is binding upon it); or (iii) violates any applicable law in any material respect.

3.2. No Change to Organizational Documents. The Borrower hereby certifies that (x) the copies of the Borrower’s Organizational Documents previously delivered to the Agent under the Loan Documents continue to be true, correct and complete, have not been amended or otherwise modified since the date of such delivery, and are in full force and effect on the date hereof; and (y) each Person previously identified by the Borrower to sign any Loan Document on its behalf continues to be so authorized on the date hereof and is authorized to sign this Amendment. The Lenders may conclusively rely on this certification until it is otherwise notified by the Borrower in writing.

3.3. Representations and Warranties. After giving effect to this Amendment, the representations and warranties set forth in Section 6 of the Credit Agreement and in the other Loan Documents are and shall be and remain true and correct, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date.

3.4. No Default. No Default exists under the Credit Agreement or shall result after giving effect to this Amendment.

SECTION 4.    REAFFIRMATIONS.

The Borrower hereby acknowledges and agrees that the Liens created and provided for by the Loan Documents continue to secure, among other things, the Obligations arising under the Credit Agreement as amended hereby; and the Loan Documents and the rights and remedies of the Agent thereunder, the obligations of the Borrower thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided for by the Loan Documents as to the indebtedness which would be secured thereby prior to giving effect to this Amendment.

SECTION 5    JOINDER

5.1. Except as otherwise provided in the Credit Agreement, effective as of the Second Amendment Effective Date, each of BankUnited, N.A. and Signature Bank (each a “New Lender” and collectively the New Lenders”) (i) shall be deemed automatically to have become a party to the Credit Agreement and have all the rights and obligations of a “Lender” under the Credit Agreement as if it were an original signatory thereto and (ii) agrees to be bound by the

-5-

terms and conditions set forth in the Credit Agreement as if it were an original signatory thereto. The New Lenders hereby confirm that they have received a copy of the Loan Documents and the exhibits related thereto, together with copies of the documents which were required to be delivered under the Credit Agreement as a condition to the making of the Loans and other extensions of credit thereunder. The New Lenders acknowledge and agree that they have made and will continue to make, independently and without reliance upon the Agent or any other Lender and based on such documents and information as they have deemed appropriate, their own credit analysis and decisions relating to the Loan Agreement. The New Lenders further acknowledge and agree that the Agent has not made any representations or warranties about the credit worthiness of the Borrower or any other party to the Credit Agreement or any other Loan Document or with respect to the legality, validity, sufficiency or enforceability of the Credit Agreement or any other Loan Document or the value of any security therefor.

5.2. Upon the Second Amendment Effective Date, the Lenders each agree to make such purchases and sales of interests in the outstanding Loans among themselves so that each Lender is then holding its full pro rata share of all Loans in accordance with its Percentage. Such purchases and sales shall be arranged through the Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Agent may reasonably request in connection therewith.

SECTION 6.    MISCELLANEOUS.

6.1. Except as specifically amended herein, the Credit Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit Agreement, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby. This Amendment is not a novation nor is it to be construed as a release, waiver or modification of any of the terms, conditions, representations, warranties, covenants, rights or remedies set forth in the Credit Agreement or the other Loan Documents, except as specifically set forth herein. Without limiting the foregoing, the Borrower agrees to comply with all of the terms, conditions, and provisions of the Credit Agreement and the other Loan Documents except to the extent such compliance is irreconcilably inconsistent with the express provisions of this Amendment.

6.2. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of or incurred by the Agent in connection with the negotiation, preparation, execution and delivery of this Amendment and the other instruments and documents being executed and delivered in connection herewith and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of counsel for the Agent.

6.3. This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. Delivery of an executed counterpart of a signature page of this Amendment by

-6-

facsimile or in electronic (e.g., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of Amendment. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of NEW YORK (INCLUDING SECTION 5-1401 AND

SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

[Remainder Left Intentionally Blank]

-7-

This Second Amendment to Credit Agreement is entered into as of the date and year first above written.

“BORROWER”
APEX CLEARING CORPORATION
By	/s/ Terry Ray
	Name Terry Ray
	Title Chief Operations Officer

[Second Amendment to Credit Agreement]

Accepted and agreed to.

BMO HARRIS BANK N.A., as a Lender and as Administrative Agent

By /s/ Krupa Tantuwaya

Name	Krupa Tantuwaya
Title	Director

TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as a Lender

By
	Name
	Title

BANKUNITED, N.A., as a Lender

By
	Name
	Title

SIGNATURE BANK, as a Lender

By
	Name
	Title

[Second Amendment to Credit Agreement]

Accepted and agreed to.

BMO HARRIS BANK N.A., as a Lender and as Administrative Agent

By

Name

Title

TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as a Lender

By	/s/ Bart McCain
	Name	Bart McCain
	Title	SVP

BANKUNITED, N.A., as a Lender

By
	Name
	Title

SIGNATURE BANK, as a Lender

By
	Name
	Title

[Second Amendment to Credit Agreement]

Accepted and agreed to.

BMO HARRIS BANK N.A., As A Lender And As Administrative Agent

By

Name

Title

TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as a Lender

By
	Name
	Title

BANKUNITED, N.A., as a Lender

By	/s/ George Manchenko
	Name	George Manchenko
	Title	SVP

SIGNATURE BANK, as a Lender

By
	Name
	Title

[Second Amendment to Credit Agreement]

Accepted and agreed to.

BMO HARRIS BANK N.A., as a Lender and as Administrative Agent

By

Name

Title

TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as a Lender

By
	Name
	Title

BANKUNITED, N.A., as a Lender

By
	Name
	Title

SIGNATURE BANK, as a Lender

By	/s/ Ellen Barry
	Name:	Ellen Barry
	Title	SVP-Sr Lender

[Second Amendment to Credit Agreement]

EXHIBIT A

NOTICE OF BORROWING

Date: ____________, ____

To: BMO Harris Bank N.A., as Administrative Agent for the Lenders party to the Credit Agreement dated as of September 13, 2018 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Apex Clearing Corporation, the Guarantors party thereto certain Lenders which are signatories thereto, and BMO Harris Bank N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of September 13, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein being used herein as therein defined), among Apex Clearing Corporation, a New York corporation (the “Borrower”), the other Loan Parties party thereto, the Lenders party thereto, and BMO Harris Bank N.A., a national banking association (the “Administrative Agent”). The Borrower hereby gives you notice irrevocably, pursuant to Section 2.4 of the Credit Agreement as specified below:

1. The Business Day of the proposed Borrowing is ___________, ____.

2. The aggregate amount of the proposed Borrowing is $______________.

3. Number of Zero Loan Days during the current month: ______________ [Number of Zero Loan Days during any calendar month cannot be less than 5].

4. The proceeds of the proposed Borrowing shall be used to fund [margin deposits with the NSCC] /or [customer withdrawals from the Reserve Account]

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed borrowing, before and after giving effect thereto and to the application of the proceeds therefrom:

(a) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents is true and correct as of the date of the proposed borrowing, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date;

(b) no Default has occurred and is continuing or would result from such proposed borrowing;

(c) after giving effect to such proposed borrowing, the aggregate principal amount of all Loans outstanding does not exceed the Commitment;

(d) after giving effect to such proposed borrowing, the aggregate principal amount of the Loans outstanding does not exceed the Borrowing Base; and

(e) Annex 1 attached hereto sets forth data and computations evidencing the Borrowing Base, and all of such data and computations are true, correct and complete and have been made in accordance with the relevant sections of the Credit Agreement.

Very truly yours,

APEX CLEARING CORPORATION

By
	Name
	Title

-2-

ANNEX 1

Borrowing Base – Reserve Account
(1)	Amount in Reserve Account as of                  (the “Reserve Calculation Date”)	$
(2)	Requested customer withdrawals since the Reserve Calculation Date	$
(3)	Deposits required to be made in the Reserve Account since the Reserve Calculation Date	$
(4)	Line (2) minus Line (3) (to the extent positive)	$
(5)	Line (4) multiplied by 100%	$
Borrowing Base – NSCC Margin Deposits
(a)	Previous month 10th lowest NSCC Margin Deposits	$
(b)	Current Eligible NSCC Margin Deposits	$
(c)	Line (b) minus Line (a)	$
(d)	Line (c) multiplied by 80% (to the extent positive)	$
A	Line (5) plus Line (d)	$
B	Commitment	$100,000,000
C	Lesser of Line (A) or Line (B)	$
D	Outstanding Loans	$
E	Availability (Line (C) minus Line (D))	$

-3-

EXHIBIT C

APEX CLEARING CORPORATION

COMPLIANCE CERTIFICATE

To: BMO Harris Bank N.A., as Administrative Agent under, and the Lenders party to, the Credit Agreement described below

This Compliance Certificate is furnished to the Administrative Agent and the Lenders pursuant to that certain Credit Agreement dated as of September 13, 2018 among Apex Clearing Corporation, as Borrower, the other Loan Parties party thereto, the Lenders party thereto from time to time, and BMO Harris Bank N.A., as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected ____________ of the Borrower;

2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements;

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or the occurrence of any event which constitutes a Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Compliance Certificate, except as set forth below;

4. The financial statements required by Section 8.5 of the Credit Agreement and being furnished to you concurrently with this Compliance Certificate are true, correct and complete as of the date and for the periods covered thereby; and

5. The Attachment hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Credit Agreement, all of which data and computations are, to the best of my knowledge, true, complete and correct and have been made in accordance with the relevant Sections of the Credit Agreement.

Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event:

________________________________________________________________

________________________________________________________________

________________________________________________________________

________________________________________________________________

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ______ day of __________________ 20___.

APEX CLEARING CORPORATION, as Borrower

By
	Name
	Title

-2-

ATTACHMENT TO COMPLIANCE CERTIFICATE

APEX CLEARING CORPORATION

Compliance Calculations for Credit Agreement

Dated as of September 13, 2018

Calculations as of _____________, ___

A.	Minimum Total Regulatory Capital (Section 8.21(a))
	1.	Total Regulatory Capital	$
	2.	Line A1 shall not be less than	$150,000,000
	3.	The Borrower is in compliance (circle yes or no)	yes/no
B.	Minimum Excess Net Capital (Section 8.21(b))
	1.	Excess Net Capital	$
	2.	Line B1 shall not be less than	$100,000,000
	3.	The Borrower is in compliance (circle yes or no)	yes/no
C.	Maximum Total Assets to Total Regulatory Capital Ratio (Section 8.21(c))
	1.	Total assets	$
	2.	Cash segregated in compliance with applicable law, rules, or regulations	$
	3.	Line C1 minus Line C2	$
	4.	Total Regulatory Capital (Line A1)	$
	5.	Ratio of Line C3 to line C4	to
	6.	Line C5 ratio must not be more than	16.0 to 1.0
	7.	The Borrower is in compliance (circle yes or no)	yes / no
D.	Minimum Liquidity Ratio (Section 8.21(d))
	1.	Unencumbered marketable securities (determined after taking into account prudent and customary financing haircuts as reasonably determined by the Administrative Agent) (exclusive of any securities on deposit in a Customer Reserve Bank Account or a PAB Reserve Bank Account, as those terms are defined in Exchange Act rule 15c3-3)	$

2.	Unencumbered cash (exclusive of any cash on deposit in a Customer Reserve Bank Account or a PAB Reserve Bank Account, as those terms are defined in Exchange Act rule 15c3-3 unless such cash on deposit is available to satisfy any obligation of the Borrower)	$
3.	Eligible NSCC Margin Deposits (solely to the extent of the lesser of (x) the amount, if any, by which the Borrowing Base at such time exceeds the aggregate outstanding amount of Loans and (y) an amount equal to the Commitment minus the aggregate outstanding amount of Loans)	$
4.	Sum of Lines D1 plus D2 plus D3	$
5.	Unsecured Indebtedness (other than the Loans, Subordinated Debt and intercompany Indebtedness that is subordinated to the Obligations, and exclusive of any credit balances carried for the account of any customer, broker or dealer)	$
6.	Ratio of Line D4 to line D5	to
7.	Line D6 ratio shall not be less than	1.0 to 1.0
8.	The Borrower is in compliance (circle yes or no)	yes / no

-2-

SCHEDULE 2.1

COMMITMENTS

NAME OF LENDER	COMMITMENT
BMO Harris Bank N.A.	$	40,000,000.00
Texas Capital Bank, National Association	$	20,000,000.00
BankUnited, N.A.	$	20,000,000.00
Signature Bank	$	20,000,000.00
TOTAL	$	100,000,000.00

EX-10.20

* Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.

Exhibit 10.20

ORBIS COOPERATION AGREEMENT - APRIL 18, 2020

Client Name: Apex Clearing Corporation Principal Address: 350 N. St. Paul Street, Suite 1300 Dallas, Texas 75201 Contact Name: John Mollica Email: *******@apexclearing.com Phone: ***

Effective Date: April 18, 2020

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.

WHEREAS, Orbis is a technology company providing the Orbis Product (as defined below);

WHEREAS, Client desires to license the Orbis Product for its internal use, and to provide access to the Orbis Product to its Authorized Subscribers;

WHEREAS, Client or its Correspondents may desire to engage Orbis to customize, private label, add, change, or further develop the Orbis Product as agreed in writing between the parties;

NOW, THEREFORE, in consideration of the mutual covenants and representations herein, the Parties hereto agree as follows:

1. DEFINITIONS

(a) Account(s) means any Customer, Client, or Authorized Subscriber brokerage, bank, subscription, or other account that is represented on the Orbis Product.

(b) Agreement means the entirety of this document including schedules, appendices, and annexes.

(c) Authorized Subscriber means the Customers, Correspondents and their respective employees, or agents who have entered into a Subscription Agreement and are granted access to the Orbis Product pursuant to the terms of the Subscription Agreement:

(d) Change of Control means (i) a merger or consolidation (a “Merger”) in which a Party issues or exchanges shares of its capital stock pursuant to such Merger, except any Merger in which the shares of capital stock of a Party outstanding immediately prior to such Merger continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such Merger, at least a majority, by voting power, of the capital stock of the surviving corporation; (ii) the sale, lease, transfer, or other disposition, in a single transaction or series of related transactions, by a Party or any of its subsidiaries or affiliates of substantially all the assets of a Party, including specifically related to Orbis, the Orbis Product, Orbis Software, or Orbis Content, or the sale or disposition on a consolidated basis; or (iii) the sale, lease, transfer, or other disposition, in a single transaction or series of related transactions, of at least 50% of the then outstanding shares of capital stock of the Party.

(e) Client means the entity identified above and includes all its employees, and agents.

(f) Customers means any individual or entity that has entered into a written agreement with the Client for services related to Accounts which may include both customers and introducing entities of Client.

(g) Correspondent means any entity, including any broker-dealer, registered adviser firm, family office, insurance company, financial services firm, partnership, trading firm, custodian, clearing firm, or affiliated firm that is a Customer. Each Correspondent shall be considered an Authorized Subscriber provided that it has entered into a Subscription Agreement.

Page 1 of 26

(h) Intellectual Property means, without limitation, any inventions, technological innovations, discoveries, designs, formulas, know-how, processes, business methods, patents, trademarks, service marks, copyrights, computer software, ideas, creations, writings, lectures, illustrations, photographs, motion pictures, scientific and mathematical models, improvements to all such property, and all recorded material defining, describing, or illustrating all such property, whether in hard copy or electronic form.

(i) Laws and Regulations means the applicable rules, regulations and statutes of all applicable countries and jurisdictional boundaries where the Parties operate, including all applicable securities markets, associations, exchanges, taxing authorities, and any and all local laws that have jurisdiction.

(j) Orbis Software means any code, database, API, method, technology architecture, design, protocol, technique developed by Orbis and provided by Orbis to Client.

(k) Orbis Services means the various support, maintenance, consulting, hosting, network management and monitoring, hardware, vendor connectivity, documents, and all other services provided by Orbis in accordance with this Agreement.

(1) Orbis Content means information displayed and delivered, to Client by Orbis pursuant to this Agreement that is originated or owned by Orbis, whether included in this Agreement or not.

(m) Orbis Product means the combination of the Orbis Software, Orbis Services, Orbis Content that Orbis provides to the Client and Authorized Subscribers in the past, currently or in the future. Any Orbis Product developed or delivered by Orbis under any statement of work or other written agreement between the parties or to support a Client or Authorized Subscriber remains the Intellectual Property of Orbis and is deemed an Orbis Product.

(n) Client Product means the Intellectual Property, software, services, and content belonging to the Client in the past, currently or in the future.

(o) Subscription Agreement means a written agreement entered into between Client and each Authorized Subscriber that contains terms indicating that the Orbis Product is sublicensed to Authorized Subscribers; pursuant to the terms of an agreement between the Client and Orbis.

2. MUTUAL REPRESENTATIONS

The respective Party, or Parties, as applicable, represents, affirms and warrants that currently and during the term of this Agreement;

(a) The Parties relationship is defined by the terms of this Agreement and the Parties operate independently with no obligations to supervise the activities or personnel of the other Party.

(b) The Parties acknowledge the Fully Disclosed Clearing Agreement (FDCA) between View Trade Securities Inc (VTS). and Client, and the Consolidated Account Agreement (CAA) between VTS, the VTS introduced account, and the Client as it may be amended, shall in no way be restricted, altered, or limited by the terms herein. The Client recognizes that Orbis and View Trade Securities Inc (the “VTH Companies”) are under common control and management, with co-dependencies including sharing common clients, vendors, resources, personnel, infrastructure, and technology. The Client’s relationship with Orbis and View Trade Securities Inc (VTS) cannot be separated. Subject to the rights, events of default, and breach provision of the FDCA and CAA, or this Agreement, the Client agrees that, subject to the terms and conditions of the applicable agreement, it will continue to provide to the VTH Companies the services contracted consisted with the current client risk profile and VTS business model subject to modification for regulatory changes, without any material deterioration, limitation, or termination or action taken to materially impair View Trade Securities Inc.’s ability to continue to maintain and support its current business supported under the FDCA and CAA; provided, however, that nothing shall limit or prevent Client from (i) taking action across all similarly situation customers, (ii) exercising risk measures as it deems necessary, (iii) taking any action regulatorily required or prudent.

(c) The Party will be responsible for its own actions, conduct, and business operations and actions and inactions and for compliance with the applicable Laws and Regulations to which it is subject.

(d) This Agreement or any Party’s agreement with Authorized Subscribers or other third parties shall not impose any obligations on the other Party to supervise the activity and conduct of the Party in any way.

(e) This Agreement is a legal, valid and binding obligation enforceable according to its terms and that the individual executing this Agreement on behalf of the respective Party has the required authority to operate on its behalf.

(f) The Party has the requisite authority in conformity with all applicable Laws and Regulations to enter and remain bound to the terms of this Agreement and meet the obligations therein.

(g) The Party is duly organized, validly existing and in good standing under the applicable Laws and Regulations of the country and or state of its organization as well as where it is required to be, and is in good standing under the Laws and Regulations of any country. regulator or governmental body having jurisdiction over its activities contemplated by this Agreement and meet the obligations therein.

Page 2 of 26

(h) The Parties will notify each other of any changes to any circumstances that may affect the veracity or completeness of the representations and warranties contained in this Agreement or information provided to the other Party.

(i) The Parties will notify each other in the event of any material violation (irrespective of whether it is intentional or inadvertent) of any representation, obligation or undertaking in this Agreement.

(j) The Party will employ as managers, principals and/or supervisors, and representatives of its operations only those persons who have requisite licenses and experience, and are otherwise qualified, in good standing with all regulators having jurisdiction over them and are not subject to any prohibition against acting in capacity;

(k) The Party has disclosed and will promptly disclose to the other Party any material adverse action, suit, investigation, or proceeding that may materially restrict the business activity or impact the financial standing of the Party as it relates to this Agreement. Parties shall in all cases disclose the underlying facts of any circumstances that could lead to a material financial impact or restriction on business operations insofar as it may affect a Party’s ability to perform its obligations pursuant to this Agreement;

(l) The Parties will maintain appropriate insurance and licenses in accordance with applicable Laws and Regulations and business risk undertaken;

(m) No respective owners, directors, officers, employees or agents will, by virtue of the performance of their obligations under this Agreement, be deemed to be an agent or employee of the other;

(n) The Party does and can evaluate risks independently and is exercising independent judgment in making all decisions related to its business and this Agreement;

(o) The Parties enter into this Agreement for the sole purpose of complying with the terms of this Agreement. This contractual relationship shall not be deemed to constitute a partnership or joint venture between the Parties.

(p) Each Party, including Orbis, the Client, vendors and licensor and other providers of content or services to the Orbis Product, retain all rights, title, and interest in and to their respective product or content, including without limitation their Intellectual Property whatsoever, irrespective of whether Intellectual Property rights have been registered or not, which may subsist in any part of the world and whether incorporated or not in the other Party’s respective Product or technology.

(q) Orbis is acting as a technology and service provider to the Client and not directly to any specific Authorized Subscriber, and Orbis is NOT acting as a broker-dealer, investment adviser, fiduciary, financial services provider, or in any capacity that would otherwise require it to be registered or licensed in any jurisdiction pursuant to applicable Laws and Regulations.

(r) The Orbis Product is not the Client’s official books and records required pursuant to applicable Laws and Regulations.

(s) The Parties shall notify each other promptly upon learning of any issue which is likely to put the Orbis Product and use thereof at risk, including without limitation viruses, malfunctions, outages, or defects.

(t) The Orbis Product, Orbis Software, Orbis Content, and the Intellectual Property contained therein do not infringe or misappropriate any Intellectual Property of any other person and Client’s use thereof as contemplated hereby is authorized and will not infringe or violate any rights of any third parties.

3. LIMITED LICENSE

a. Contingent on compliance with the provisions of this Agreement, Orbis hereby grants the Client a non-exclusive, personal, nontransferable, limited license to access the Orbis Product solely for its own and its Authorized Subscribers’ use. Client may sublicense the use of the Orbis Product to Authorized Subscribers only. Customers that do not enter into a Subscription Agreement with Client may not be granted access to the Orbis Product by the Client.

i. Client’s and Authorized Subscriber’s use of the Orbis Product is limited to supporting the Accounts, transactions, subscriptions, instructions, reporting, and other services performed by the Client or its Authorized Subscribers for the Accounts maintained with the Client;

ii. Client will not itself and will not knowingly facilitate any Authorized Subscriber to use the Orbis Product for purposes that are beyond the scope of the license granted herein.

(b) Except as otherwise provided for in this Agreement, this Agreement is non-exclusive and nothing in this Agreement shall prevent the Client from utilizing services of other firms and nothing in this Agreement shall prevent Orbis from providing services to other clients.

Page 3 of 26

(c) Orbis reserves the right to limit or not provide the Orbis Product to an Authorized Subscriber if in the reasonable commercial judgement of Orbis, providing the Orbis Product would:

a. expose Orbis to potential material liabilities or legal risk, or;

b. result in Orbis incurring additional material costs to provide or maintain the Orbis Product for the Authorized Subscriber, including maintaining a different version of the Orbis Product from the most current version provided by Orbis to Client or Orbis’s general client base;

(d) Quotes, Market Data, and other Vendor Licensed Content

(A) The Client and, if applicable, Authorized Subscribers, are required to enter and maintain their own licensing agreements for quotes and other content displayed on the Client Product or the Orbis Product used by the Client or Authorized Subscribers. For Orbis to provide quotes and other content, the Client and/or Authorized Subscribers is/are required, at a minimum, to subscribe to the Orbis Quote Infrastructure Service for uncontrolled feed from Orbis.

Further, (i) the Client, and the Authorized Subscriber as applicable, hereby represents, affirms, and warrants that during the term of this Agreement that:

i. it has valid written licenses with the licensors for access, distribution, display and non-display use of the quotes and other content provided by Orbis or displayed by the Orbis Product (Orbis uses U.S market quotes provided by CTA, UTP and OPRA), and that it is in material compliance with such agreements;

ii. it has written permission from the licensor for such licensed content to be used with the Orbis Product. It is the Client’s sole responsibility to obtain such permission and provide evidence to Orbis as required by the licensor. Orbis will provide the Client the information reasonably needed by the licensor to grant its permission;

iii. the Client will promptly notify Orbis of any material changes to those licenses including suspension or termination of such licenses that may affect its ability to perform its obligations hereunder, or its representations and warranties hereunder;

iv. the Client is solely responsible to pay the fees under the terms of its agreement with the licensors and is current on payment;

v. the Client is responsible for providing the necessary reporting to the licensor as required, provided Orbis shall provide Client reasonable assistance upon Client’s request, including, but not limited to. prompt provision of usage metrics;

vi. the Client is responsible to ensure the correct and licensed content is being provided to the Authorized Subscriber by the Orbis Product to the extent under Client’s control: and

vii. the Client accepts that a Licensor may instruct Orbis to terminate providing the licensed data and Orbis may be obligated to do so without permission of the Client. Orbis will notify the Client promptly, and in advance where practicable, if it receives such instructions from the Licensor and Orbis shall use best efforts to reject or object to any such termination to the extent it is able.

(B) If the Client or an Authorized Subscriber, where applicable and required, does not have its own agreement with the licensor, if permitted by Orbis, the Client shall subscribe to Orbis Market Data Control and Quote Service. Orbis provides the Market Data Control and Quote Service under the following conditions:

i. Orbis shall be solely in control of the user access to the licensed product and may act in its sole discretion in providing such access;

ii. Client is solely responsible to obtain the necessary subscription agreements from each Authorized Subscriber, verify the information provided on the subscription agreement, verify the Authorized Subscriber information stored in the Orbis Product, and verify that the Authorized Subscriber is receiving only the licensed product via the Orbis Product;

iii. the Client is solely responsible for the accuracy and completeness of the Authorized Subscriber information;

iv. Client is solely responsible for classifying Authorized Subscribers correctly as Professionals or Non-Professional as defined by the respective agreements with the licensors;

v. the Client agrees to provide the information required for Orbis to comply with the Orbis agreement with the licensor;

vi. the Client agrees that Orbis may provide the information requested by the licensor to the licensor even if such information is deemed private and confidential by the Client or its Authorized Subscribers.

vii. the Client agrees to promptly and fully follow the instructions of Orbis or the licensor;

viii. The Client pays the licensor directly any applicable fees that are assessed for professional users of the licensed quote, content, or service.

Page 4 of 26

(C) Whether the Client is using its own licenses or the Orbis license with the licensor, the Client agrees;

i. If Orbis receives a fee, assessment, or any financial penalty (“Charge”) arising from the Client’s or Authorized Subscribers use or breach of the license, Orbis will forward a copy of the Charge to the Client, and the Client agrees to fully pay such Charge to Orbis prior to the amount becoming due from Orbis to the licensor;

ii. If Orbis has already paid such Charge to avoid liabilities and harm to Orbis, the Client shall reimburse Orbis fully within 5 business days of Orbis presenting proof of the Charge;

iii. Client agrees that it will first pay Orbis the fee assessed by the licensor and then seek remedy for relief;

iv. If Orbis or the Client are victorious against the licensor in reducing or eliminating the Charge by the licensor, Orbis will reimburse the Client up to amount paid by the Client to Orbis prorated to the funds received from the licensor less Orbis’ direct costs incurred in disputing the Charge. Failure of the Client to pay the licensor’s Charge prior to the date the Charge is due by Orbis, or when due as a reimbursement to Orbis, is a breach of this Agreement.

v. Orbis reserves the exclusive right to immediately terminate all or partial access to the licensed quotes, content or services or to follow the direction of the licensor if the Client fails to meet its obligations to the licensor, if the licensor issues a termination or other instruction to Orbis, or if the Client breaches the terms of this section and related sections of this Agreement, Client agrees to indemnify the Orbis Indemnities fully for any costs, expense, claim, damage, or liability arising from Orbis taking such action.

4. RESPONSIBILITIES AND DUTIES OF ORBIS

(a) Orbis shall provide the Orbis Product that the Client subscribes to in Schedule A to this Agreement or other annexes. Orbis shall maintain and support the Orbis Product during the term of this Agreement and all wind-down periods specified herein, in accordance with the terms of this Agreement.

(b) Orbis shall host the Orbis Product in its own data center, the cloud or other location used by Orbis in the ordinary course of business or in the manner that Orbis has agreed in writing with the Client to host the Orbis Product.

(c) Orbis shall provide the Client the user credentials that the Client may issue to its Authorized Subscribers and shall validate the user credentials in allowing access to the Orbis Product.

(d) Orbis will provide the Client with customer service support to resolve issues related to the performance of the Orbis Product. Orbis provides customer support from 8:00am to 7:00pm EST during days that the New York Stock Exchange is open, provided the Parties may contact the other Party by email or using the emergency protocol agreed to between the Parties at any time to which the other Party shall use commercially efforts to promptly respond. The Parties will provide the other Party contacts for emergencies outside of Orbis’ normal customer support hours.

(e) Orbis will maintain redundancies and backups to minimize disruptions and to maintain uptime of the Orbis Product. Excluding unavailability of the Orbis Product or data therein as a result of a force majeure event, scheduled maintenance, or due to the unavailability or delay of required data or oilier inputs from the Client or any Authorized Subscriber, or due to the fault of the Client or Authorized Subscribers, or due to the fault of vendors providing services to Orbis over which Orbis has no control (excepting where such fault by vendors is due to Orbis’ activities), Orbis shall use best efforts to ensure that the respective Orbis Product actually used by the Client and/or specific Authorized Subscribers is available 99.9% of the time during regular market hours during any calendar month. In the event that Orbis shall fail to maintain 98% availability in any month, Orbis and the Client shall determine the cause and the method to mitigate the issue and then determine if a credit based on the maintenance fees billable to Client, represented by the specific Orbis Product and Specific Authorized Subscribers affected during such month, is due. provided that the Parties shall in good faith discuss and negotiate a fair credit, provided that such downtime is not caused directly or indirectly by the Client or the Authorized Subscriber, including such party’s fraud, willful misconduct, or gross negligence.

(f) Orbis will provide the Client’s employees with training as reasonably requested by the Client in the use of the Orbis Product at no cost and upon Client’s reasonable request from time to time.

(g) Orbis will provide the Client reasonable on boarding assistance and ongoing support in accessing, using, and updating information and rules used in the Orbis Product at no cost (unless Client requires a material change to the Orbis Product in which case the parties will agree in writing on the applicable fee(s)) and upon Client’s reasonable request from time to time.

(h) Orbis shall adhere to a maintenance schedule which shall not materially and detrimentally affect client and which shall not be performed during time periods in which the New York Stock Exchange is open unless such maintenance constitutes an emergency patch or must be performed at that time, in which case Client shall be so notified as reasonably practicable. Orbis shall use best efforts to provide Client as long of advance notice as may be possible of any maintenance.

(i) Orbis will, to the extent practicable, assist the Client in maintaining connectivity to the Orbis Product.

Page 5 of 26

(j) As a Software as a Service (SaaS) solution. Orbis will at all times maintain the network utilized by the Orbis Product and the connectivity to data centers, vendors, market venues, custodians, brokers, and other participants that together comprise the Orbis Product.

(k) ESCROW FACILIITY: Orbis will, upon Client’s request, and at the expense of Client, deposit and maintain a copy of all software included in the Orbis Product used by or available to the Client and all supporting documentation and information currently available, including all materials currently available that are necessary to operate the Orbis Product such as configuration scrips and data and credentials (“Escrow Items”) in a standard source code escrow account for the benefit of Client. Upon Client’s request. Client and Orbis shall execute an agreement with an escrow agent for the deposit of the Escrow Items for the deposit and holding of such Escrow Items (“Escrow Agreement”). During the term of this Agreement, Orbis shall at all times keep the Escrow Items current and shall not less than once quarterly review and asses the Escrow Items to ensure such items are accurate and up to date. The Escrow Agreement shall identify (“Client or its permitted assignee as the designated beneficiary with respect to the Escrow Items in the escrow account. The Escrow Agreement shall provide for the release of the Escrow Items to Client in the event of the liquidation or dissolution of Orbis (or its successor, as applicable) where neither Orbis nor any successor to Orbis continues to provide the Orbis Product (“Release Condition”). Triggering a Release Condition does not transfer ownership of the Orbis Product or the intellectual property to the Client, but the Client shall have the right to operate the Orbis Product independently until a successor where permitted herein begins to offer the Orbis Product, such successor being required to honor the terms of this Agreement until completion of the then term in effect, and the Client retaining all rights under this Agreement, including rights related to Change or Control, Assignment, and Termination, or the Client may issue a Termination Notice to the successor, and the Client shall retain the right to operate the Orbis Product during its Transition Period, such operating right terminating upon completion of the Transition Period. Nothing prevents the Client from negotiating new terms with the successor or negotiate to purchase the Orbis Product ownership rights from the parties that retain such rights. Client may, at any time in its sole discretion, have an independent entity or auditor review the contents of the Escrow Items, and Orbis may enter into escrow agreements with other clients, provided such escrow(s) shall nor contain any Client Confidential Information and shall at all times remain segregated, separated, independent, and distinct from the Client’s Escrow Items. After the occurrence of any Release Condition, Client shall be granted a Right of First Refusal, as further defined in Section 13 herein, in the event of any sale or merger, or attempted sale or merger, by Orbis with any third-party.

(1) Orbis shall not initiate interaction with or contact Customers. Correspondents, or Authorized Users without Client’s prior express permission from Client except as permitted herein. Upon the Client granting permission to Orbis, such permission is deeded to be ongoing unless retracted by the Client in writing or email. If a Customer, Correspondent, or Authorized User contacts Orbis directly. Orbis shall promptly notify the Client that such contact has occurred and will notify the person contacting Orbis that Orbis has a contractual relationship with the Client. The Client understands that Orbis can only reasonably comply with this provision if the Client has made its Customers, Correspondents, and Authorized Users known in writing to Orbis.

(m) Service Level Agreement: Orbis shall support and respond to Client, and the Client shall support and respond to Orbis at a minimum, in accordance with the following terms:

a. 24 x 5 (weekdays): Support for Systems and Administrative UIs (including, but not limited to, Control Suite, Market Data Suite):

b. 24 x 7: Support for Front Office UIs (OneView, WebTrader, ProTrader)

c. Response times at a minimum meeting the following levels:

Priority Level	Initial Response	Support Availability
Priority 1	30 minutes	24 x 7
Priority 2	1 hour	24 x 7
Priority 3	12 hours	Business Days
Priority 4	24 hours	Business Days

Priorities shall be defined as follows:

• Priority 1: Critical Impact/System Down/Material Impact to Client or Orbis or Client’s or Orbis’s Systems or Services.

• Priority 2: Serious or Urgent Business Impact without Material Impact to Client or Orbis or Client’s or Orbis’s Systems or Services.

• Priority 3: Minor Impact to both Orbis and Client with no detriment to business.

• Priority 4: Standard or Informational (cosmetic change or informational notice not affecting Client or Orbis).

Page 6 of 26

5. RESPONSIBILITIES AND DUTIES OF CLIENT (or Authorized Subscriber as applicable)

(a) As between Client and Orbis, Client is responsible for maintenance and accuracy of Client’s books and records.

(b) Client and not Orbis is responsible for the information that the Client, its vendors, and its Authorized Subscribers place into the Orbis Product.

(c) The Client is responsible for verifying that the Authorized Subscribers are those intended by the Client to have access to the Orbis Product, and for any misuse of the Orbis Product by its Authorized Subscribers, absent willful misconduct by Orbis or its employees or agents.

(d) Client is solely responsible for any inputs that the Client sends, or any inputs received from Authorized Subscriber and that Client sends to the Orbis Product.

(e) Client acknowledges that Orbis is not responsible for or required to understand the Laws and Regulations applicable to the Client or Authorized Subscriber or the Client’s or Authorized Subscriber’s rules included in the Orbis Product, and Orbis is not responsible to ensure that the Orbis Product complies with such Laws and Regulations or rules, except insofar as applicable to Orbis and as expressly required herein.

(f) Client is entitled to test and audit Orbis and the Orbis Product to ensure that the Orbis Product is operating as expected by the Client and Authorized Subscribers, and Client shall promptly provide specifications in sufficient detail to Orbis, in Client’s reasonable discretion, in order for Orbis to correct any non-compliance. Client is responsible to determine that the Orbis Product is operating as expected.

(g) Client and Authorized Subscriber agrees to allow Orbis reasonable access to Client and Authorized Subscriber information contained in the Orbis Product for purposes of maintaining the code and functionality of the Orbis Product and providing the Client support and responding to reasonable inquiries of Client. Client and Authorized Subscriber agrees that in no event does Orbis access cause Orbis to have any ownership or responsibility for the information provided by the Client or Authorized Subscriber and that Orbis shall maintain the confidentiality of any information reviewed or accessed including any Client or Authorized User Information.

(h) The Client is responsible for providing customer support to the Customers and Correspondents and Authorized Subscribers with respect to the Orbis Product, including but not limited to assisting with log in access, password resets, and Authorized Subscriber inquiries, provided Orbis shall use reasonable efforts to assist Client in its support of Authorized Subscribers upon Client’s request.

(i) Subject to Orbis’ obligations to assist and respond to requests from Client’s herein, Client is responsible to provide the Authorized Subscribers with Orbis Product training.

(j) Client is primarily responsible for its connectivity to the Orbis Product, and Orbis is responsible to facilitate such connectivity to Orbis.

(k) With respect to agreements relating to Client’s agreements with vendor subscriptions, Client is responsible for its and Authorized Subscriber’s accurately and honestly executing market data and other vendor subscription agreements, and for proper classification of Authorized Subscribers as required by the licensor such as professionals or non-professionals.

(1) Client will not resell or sublicense the Orbis Product except to Authorized Subscribers as specifically permitted herein. Subscription Agreements shall restrict the Authorized Subscribers from reselling the Orbis Product, provided each Party agrees clients of Authorized Subscribers may access and use the Orbis Platforms on a non-reseller basis.

(m) Client or Authorized Subscriber, and not Orbis, is solely responsible for reporting required by Client’s Authorized Subscriber’s applicable Laws and Regulations even if such reporting is produced by or derived from the Orbis Product.

(n) Client will not and will ensure that Subscription Agreements shall restrict and not willfully and knowingly allow Authorized Subscriber, without Orbis’ written consent to:

i. facilitate use of the Orbis Product in a manner in breach of this Agreement;

ii. cause or facilitate any lien, encumbrances, or levy to attach to any portion of the Orbis Product:

iii. permit use of the Orbis Product for any unlawful, illegal, or fraudulent purpose;

iv. edit, copy, modify, reverse engineer, disassemble, de-compile or otherwise seek to discover or derive the source code, proprietary logic, design, or structure of the Orbis Product;

v. access or knowingly facilitate access to the Orbis Product in violation of this Agreement;

vi. represent that it possesses any proprietary interest in the Orbis Product or Orbis in violation of this Agreement;

Page 7 of 26

vii. use or knowingly permit use of Orbis’ trademark or brand name in connection with the license herein accept as provided in this Agreement or other written agreements between the Parties;

viii. distribute, encumber, sell, rent, lease, sublicense, merge, or otherwise transfer the rights to the Orbis Product except as permitted herein;

ix. permit use of the Orbis Product to perpetuate a fraud or misrepresent the type of activity or Account maintained, the transaction conducted, the securities held, the license of the Authorized Person, and or any other unethical, deceptive, or improper manner.

x. use the Orbis Product to provide solutions to an FFI or other entities that arc a client of the VTH Companies and are not under the common control of the Authorized Subscriber, unless written consent is provided by Orbis

(o) Client shall suspend, terminate, or limit an Authorized Subscriber’s access to the Orbis Product if Client becomes aware or confirms any material breach of the terms applicable to Authorized Subscribers in this Agreement, or if any Authorized Subscriber’s regulatory license to conduct the business presented on the Orbis Product terminates, expires, is suspended, does not exist, or if any regulator or court materially limits what they are permitted to do, and Client will notify Orbis of such event, and Orbis may immediately terminate the Authorized Subscriber’s access to the Orbis Product.

(p) The Client shall, where required, notify the Authorized Subscriber of any pending or current limitation or termination of the Orbis Product access and the Client agrees that termination or limitation of the Orbis Product by either Party to a specific Authorized Subscriber is not a default or a termination of this Agreement.

(q) If the Client is subject to regulatory licensing requirements to offer is services, and such services involve the Orbis Product, the Client represents, affirms and warrants to Orbis that currently and during the terms of this Agreement:

i. the Client is and remains duly licensed, registered or otherwise approved by the appropriate licensing or regulatory authority to offer the regulated services that involve the Orbis Product;

ii. the Client will promptly notify Orbis after becoming aware that it has fallen out of material compliance with any requirement imposed upon it by any governmental agency or authority, self-regulatory organization or securities exchange;

iii. that it is knowledgeable of and abiding by all applicable Laws and Regulations relating to such services and to any provision or use of the Orbis Product;

(w) Client will not knowingly provide or enter into any Subscription Agreement for the Orbis Product to third party entities that, to Client’s knowledge provide services that directly compete with the VTH Companies in providing services to foreign financial institutions (FFI) in any foreign consolidated accounts, provided nothing shall restrict Client supporting the U.S Broker Dealer that is a Correspondent and affiliates of the Correspondent that are under common control including FFI affiliates. .

(x) Authorized Subscriber

Client and Authorized Subscriber represents, affirms, and warrants that currently and during the terms of this Agreement that:

i. Orbis’ obligations regarding the Orbis Product, including privacy rights, arise only under this Agreement and arc to the Client and not to the Authorized Subscribers, except as may be defined herein and use of the Orbis Product by the Authorized Subscriber in connection with this Agreement or any Subscription Agreement docs nor give rise to any direct or indirect or implied legal or contractual relationship between the Authorized Subscriber and Orbis. Nothing herein shall restrict or otherwise limit any obligation between Orbis and any Authorized Subscriber arising out of any direct agreement or arrangement between them.

ii. Subject to the restrictions of the Agreement, Client may provide demonstrations and information concerning the Orbis Product to prospective Authorized Subscribers that are subject to confidentiality obligations with Client, provided that such NDA is not required for an initial presentation designed to showcase Orbis Products available from the Client and not detailed functionality. Client shall enter into a Subscription Agreement with all Customers and Correspondents prior to granting access to the Orbis Product, excluding demo, in a live UAT or Production or API environment. Client shall not provide access to or use of the Orbis Product to any third party other than Authorized Subscribers who have entered into a Subscription Agreement with Client.

iii. The Client’s Subscription Agreements with Authorized Subscribers (i) does not imply or create any direct legal or contractual obligations or formal relationship between Orbis and the Authorized Subscribers; (ii) each Subscription Agreement shall authorize the Client to provide Orbis access to necessary portions of the Authorized Subscriber’s confidential information and to store it on the Orbis Product in order for Orbis to provide the Orbis Product contemplated under this Agreement.

iv. The Client’s Subscription Agreements that sublicenses the Orbis Product are materially consistent with the terms of this Agreement without diminishing any of the protection afforded Orbis per this Agreement, including Orbis’s intellectual property rights in the Orbis Product.

Page 8 of 26

v. Prior to execution of this Agreement, the Client will provide to Orbis the requirements of its privacy policy and any other Client requirements concerning personal information, and Orbis will use commercially reasonable efforts to follow such instructions, or alternatively, notify the Client of what Orbis can do. and the Client will make its own determination if such is sufficient; provided, however, if Client determines Orbis is not capable of safely maintaining the confidentiality of information provided by Client in Client’s reasonable discretion, Orbis and the Client will work to resolve the issue or the Client may exercise it Default or Confidentiality Rights contained in this Agreement;

vi. Orbis’ obligations arising from this Agreement remain solely to the Client and not to the Authorized Subscriber even if (i) the Client instructs or permits Orbis to brand the Orbis Product for the Authorized Subscriber, (ii) Orbis is included in communication between the Client and the Authorized Subscriber, or (iii) Client directs Orbis to act on the instructions of the Authorized Subscriber. Orbis’s direct obligations to an Authorized Subscriber shall arise and be governed by the direct written agreement between Orbis and such Authorized Subscriber.

vii. Authorized Subscriber is not using the Orbis Product provided by the Client under the Subscription Agreement to support activity that the Authorized Subscriber or its customer conducts in accounts that are not held with the Client.

6. QRBIS FEES FOR SERVICES AND PAYMENT TERMS

(a) The Parties can request modification of the Terms defined in Schedules A to this Agreement at any time, and provided that such modifications receive the mutual agreement of the Parties, new terms will go into effect as agreed by the Parties.

(b) The billing period is per calendar month (the “Billing Period”) and payment is due within thirty (30) calendar days after receiving an invoice from Orbis subject to Client’s right to dispute herein.

(c) Client shall pay Orbis the fees as listed and set forth in Schedules A and other annexes to this Agreement in accordance with the terms herein.

(d) Orbis Fees will begin to accrue to the Client on the date agreed to by the Parties in Schedule A or other annexes to this Agreement, and if not stated in such, then as follows:

i. Market data and other licensing fees on the first day that Authorized Subscriber has access to such data.

ii. Orbis Development Services fees as agreed to in the Statement of Work between the Parties.

iii. Base Fees and Minimum Fees when the access key to the respective Orbis Product is first provided to the Client and Client is in Production. Base fees and Minimum Fees are not prorated for actual days in the Billing Period or days Orbis Product is available or accessed.

iv. Account fees on the first day that Account is opened and funded or in the case of On-Boarding fees when the Account is first opened on Orbis. Account and On-Boarding fees are not prorated for actual days in the month in which the account is open.

v. Assets under Management (“AUM”) based fees on first day assets are deposited to an Account. AUM fees are based on gross Account value (including leverage) on last day of the month and are not prorated for actual days held in the month or for deposits and withdrawals during the month unless there is a pattern of the Client managing AUM to mitigate the Orbis fees in violation of this Agreement, which would be deemed by a reasonable third-party as a breach of this Agreement.

vi. Subscription or User ID Fees on first day that Authorized Subscriber has access and live use of such products. Such fees are not prorated for actual days in the billing period or days access is available.

vii. Provided that if Orbis is billing any client on a prorated basis, proration will be applied to this Agreement.

(e) It is Client’s responsibility to suspend or purge User ID inventory and Accounts to avoid them being counted for Orbis billing purposes provided Orbis uses reasonable efforts to assist Client as may be requested and Orbis does not inhibit or prevent such suspension or purge.

(f) Fees per Schedule A or other annexes to this Agreement do not include any applicable taxes. The Client shall be responsible for any sales, use, excise, gross receipts, property, privilege, value-added, withholding, or other foreign, federal, state or local taxes or tariffs (including any interest or penalties related thereto) now in force or enacted in the future and which are applicable to any products or services provided by Orbis in connection with this Agreement or the Client’s Subscription Agreement, and which Orbis is required to collect from the Client or that the Client is required to collect from Authorized Subscriber. The amounts payable under this Agreement shall not be reduced as a result of any such taxes. Upon making a determination that any such taxes apply, Orbis may invoice the Client for such taxes and remit any payments made on any such invoice directly to the appropriate taxing authorities; provided that any failure by Orbis to include such taxes on an invoice shall not relieve the Client of responsibility for any such applicable taxes. Where available and permitted by Laws and Regulations affecting both the Client and Orbis, the Client will, absent dispute, execute the required reseller agreement regarding sales and related taxes with Orbis whereby the Client collects the sales or related tax from the Authorized Subscriber and remits such to the proper taxing authority, in which case Orbis is not required to collect the sales or related tax from the Client.

Page 9 of 26

(g) Inflation Adjustment: Orbis can, at its reasonable discretion, increase fees in Schedule A or other annexes to this Agreement once per calendar year for inflation, measured by the greater of (i) the annual change in the U.S Consumer Price Index from the prior 12-month period; or (ii) 1% per individual fee or in the aggregate without triggering any of the termination provisions in this Agreement. Orbis will issue a fee adjustment notice at least 90 days prior to the effective date of the fee change. Client acknowledges that any inflation adjustment, should it occur, does not constitute a breach, modification, amendment, or addendum to or of the terms of this Agreement.

(h) Client acknowledges that, under certain circumstances, additional third party costs and expenses for content, data, news, quotes, information, development and other products and services may be incurred by Orbis on behalf of the Client or an Authorized Subscriber which may require Orbis to charge the Client in addition to the fees in the Schedules to this Agreement. Orbis will use its best efforts to advise the Client in advance of incurring such additional expenses, but Orbis may not become aware of them until after the costs have been incurred from the third party. Orbis may bill the Client for these additional costs and expenses provided such costs and expenses are incurred by Orbis as a direct result of the services it is providing to the Client and shall be subject to Client’s right to dispute herein. Client acknowledges that any billing under this provision does not constitute a breach, modification, amendment or addendum to or of the terms of this Agreement, provided however that, absent Client’s material breach of this Agreement and excluding fees imposed by third-party providers and licensors for market data, no individual cost of more than $1,000 or aggregate payments of $20.000 may occur without Client’s prior written consent.

(i) The Client’s failure to timely remit payment due, other than Disputed Fees, when due for a period of two (2) consecutive calendar months-will constitute a breach of this Agreement (a “Non-Payment”). Orbis will make a reasonable effort to notice the Client at least once if a payment is not received (the “Past Due Notice”). Notwithstanding anything else contained in this Agreement, Orbis may, upon ninety (90) days’ advance written notice to the Client terminate access to all or any part of the Orbis Product in additional to all other remedies available to Orbis in the event of a Non-Payment, provided Client may cure such Non-Payment during such notice period by paying all amount past dues, provided that a pattern of Non-Payment shall be a breach of this Agreement that may trigger termination of this Agreement in accordance with the terms of this Agreement and each party shall remain subject to the survival provisions herein.

(j) Client may dispute any fees or charges for which it has a reasonable basis to believe were incorrectly or improperly assessed (the “Disputed Fees”) in which case, provided that the Client pays the undisputed portion of the fees as required under the terms of this Agreement, and the Client provides a written explanation to Orbis of its basis for disputing fees, Orbis agrees to use good faith efforts to resolve any such dispute within 30-calendar days of receiving such notice without invoking the Dispute Resolution or the Termination Notice provisions of this Agreement. The Parties agree to work in good faith to resolve any Disputed Fees. If the Parties are unable to resolve their dispute within this 30-calendar day period, Client may invoke the Dispute Resolution provision as per the terms of this Agreement or may elect to continue to work in good faith to resolve the Dispute Fees outstanding. Disputed fees shall be deemed Non-Payments if the basis of disputing the fees are not in good faith.

(k) Orbis reserves the right, with notice to the Client, to modify or terminate the vendors and or the content and services available in the Passport to Wall street section of Schedule A. Client accepts that changes to these parts of the Orbis Product does not constitute a breach by Orbis of this Agreements and arc provided as a convenience and not a core part of the Orbis Product. The Client agrees that the disclosed third-party fees in Schedule A arc subject to change by the third-party vendor. Client may terminate its subscription to the content and vendors without penalty by Orbis. Alternatively, the Client may enter into its own agreements with the content vendors and licensor for display on the Orbis Product and if necessary, enter a Statement of Work with Orbis to incorporate such content into the Orbis Product.

7. TERM AND TERMINATION

(a) The Effective Date of this Agreement is set forth on the first page of this Agreement and shall have an initial term of four (4) years from the Effective Date, other than as set forth below (“Initial Term”). The Agreement shall be automatically renewed for successive periods of twelve months (12) unless provided otherwise in Schedule A or other annexes of this Agreement or either Party issues a Termination Notice as provided in this section.

i. Termination Notice: Any Party may terminate this Agreement at any time for any reason by issuing a written notice subject to the terms set forth herein (the “Termination Notice”). Client may give Termination Notice to Orbis without penalty or additional obligation or penalty with any such termination being effective no earlier than three (3) years after execution of this Agreement. Orbis may give Termination Notice to the Client effective at the end of the Initial Term, at least one (1) calendar year prior to the termination date of the Initial Term or 180 day notice during any then-current renewal term. The Termination Date must be stated in the Termination Notice. The date between issuance of the Termination Notice and the stated Termination Date, as may be extended by Client as provided in Section 7(f), is the “Transition Period”. Termination will be effective on the Termination Date stated regardless of the term remaining for the Agreement. Other than for termination due to Non-Payment, regardless of which Party issues a Termination Notice, the Client shall be entitled to a Transition Period not to exceed 24 calendar months from the date the initial Termination Notice was sent as per the terms of the Transition Period Extension paragraph of this Section 7.

Page 10 of 26

(b) Breach of Terms: Except for breaches of this Agreement that provide for immediate termination by the non-breaching Party, upon obtaining knowledge of the breach, the Party with such knowledge must issue a written notice (the “Breach Notice”) to the other Party stating the facts and circumstances of the breach. If Orbis is in breach it shall have 30 calendar days to cure any breach, if Client is in breach it shall have 60 calendar days to cure any breach (collectively the “Cure Period”).

i. If the Client fails to cure such breach during the Cure Period to the satisfaction of Orbis, Orbis reserves the right to, among other actions, temporarily disconnect or suspend access to the part of the Orbis Product subject to the breach in order to prevent or mitigate risk or further harm, until Orbis, in its sole reasonable discretion, determines that the breach has been cured. Alternatively, Orbis may issue a Termination Notice or invoke the Dispute Resolution provision per the terms of this Agreement. In the event that Orbis elects to suspend, disconnect, or otherwise modify or reduce use of the Orbis product or the services provided hereunder. Client may elect to issue a Termination Notice, and resulting Transition Period, as per this Section 7 or invoke the Dispute Resolution provision under the terms of this Agreement.

ii. If Orbis fails to cure such breach during the Cure Period to the Client’s satisfaction, the Client may issue a Termination Notice or invoke the Dispute Resolution provision under the terms of this Agreement

(c) Immediate Termination:

Any Party may terminate this Agreement immediately if:

i. the other Party becomes insolvent, makes an assignment for the benefit of creditors, consents to or suffers the appointment of a receiver, a trustee, a custodian of its assets or a committee of creditors, or seeks a reorganization, arrangement, adjustment of its debts or any other relief under any bankruptcy or insolvency law.

ii. Either Party may terminate this Agreement immediately if the other Party’s regulatory license necessary to effectuate their stated business on the Orbis Product is terminated, expires, is revoked, or is suspended, unless such Party is directed by court order, or SIPC, FINRA, SEC, or other regulatory authority with jurisdiction over the continuing operation of the Party, in which case this Agreement remains in place until such order is lifted.

iii. The breaching Party is responsible to notify the other of such an event. In any event Orbis will cooperate in good faith with the Client to complete the Transition Period.

iv. The failure of the Indemnifying Party to meet its obligations in Section 9 of this Agreement.

(d) Client Termination for Orbis Change of Control. Client may terminate this Agreement at will and without penalty to Orbis any time upon the occurrence of a Change of Control of Orbis or upon receipt of notice of any Change of Control from Orbis on at least thirty (30) days written notice. In the event of termination pursuant to this provision, the Parties shall comply with their obligations in this Section 7, including the terms of the Transition Period herein, and the remaining Agreement Terms. Upon completion of any Transition Period, the Client shall have no further financial obligations for fees that would otherwise be due for the remainder of the then current Agreement terms.

(e) Effect of Termination: In the event that a Termination Notice is issued, or an immediate termination event has occurred, without limiting the rights and remedies under other sections of this Agreement:

i. The Parties remain subject to the remaining terms of this Agreement during the Transition Period.

ii. The Client will promptly arrange with its own time and effort and cost for finding an alternative to the Orbis Product and for the transfer of all information maintained in the Orbis Product (the “Conversion”). Client shall bear its own costs of such Conversion, and Orbis shall bear its own costs.

iii Orbis will provide reasonable assistance as reasonably request by the Client. Client will provide Orbis written notice of (i) the name of the entity replacing the Orbis Product; (ii) the date Conversion is expected to begin and be completed; (iii) the method of the Conversion, (iv) the name and contact information of any individuals that Orbis may contact to coordinate the Conversion, and (v) any and all information requested by Orbis to effectuate the Conversion. The Client is responsible to ensure Conversion is completed and Orbis will provide reasonable assistance as reasonably request by the Client. Client agrees to pay Orbis reasonable documented costs incurred directly by Orbis in assisting with Conversion provided that Orbis provides written documentation of any such costs, and that are consistent with Schedule A, subject to Client’s right to dispute herein and the termination is not due to Orbis’ breach of the Agreement.

Page 11 of 26

iv. Orbis will retain the Client’s and Authorized Subscriber’s information contained in the Orbis product for an additional 60 calendar days post completion of Conversion, or such shorter or longer period as may be requested by Client (the “Post-Termination Period”), after which Orbis may delete such information and no longer make the Orbis Product or its content available to the Client or its Authorized Subscribers.

v. Orbis is not obligated to continue to provide the Orbis Product or any Orbis Services to the Client or Authorized Subscribers, and Orbis expressly has no further obligation to the Client or its Authorized Subscribers, including storing or retaining data that was contained within the Orbis Product, subsequent to the Post-Termination Period.

vi. Subsequent to the Post-Termination Period Orbis expressly has no further obligation to the Client except those imposed by Law and Regulations to which Orbis is subject or as expressly indicated herein.

vii. Termination of this Agreement by either Party does not relieve the other Party of any obligation incurred under the terms of this Agreement, including the Client’s obligations to settle any financial obligations to Orbis.

(f) Transition Period:

i. During this Transition Period, the Parties remain subject to all the terms of this Agreement including the Schedules to the Agreement.

ii. During the Transition Period, the Client shall continue to make a good faith effort in transitioning away from the Orbis Product all its Authorized Subscribers within six months of transitioning the first Authorized Subscriber; and

iii. Client may terminate the Transition Period early or elect a shorter Transition Period, in its sole discretion, on notice to Orbis without penalty.

iv. If the Client or Orbis Termination Notice contains a Transition Period of less than 24 months, the Client can extend the Transition Period up to a maximum of 24 months from the date of the original Termination Notice issuance with written notice to Orbis of the new Termination Date, which Orbis shall grant subject to the above conditions being met.

8. EXCLUSIONS AND LIMITATION OF LIABILITY;

a. Neither Party shall be liable for any consequential, indirect, special or incidental damages or any loss of profit, revenue, data or goodwill suffered by the other Party, whether incurred or suffered, even if advised of the possibility of such damages or losses no matter the cause.

b. Except as expressly set forth in this Agreement, neither Party makes any representation or warranty, express or implied, written or oral. Both Parties disclaim all warranties including any implied warranty of merchantability or implied warranty of fitness for a particular purpose or any warranty that the products, applications, connectivity, displayed information, and services or any information or materials provided pursuant to this Agreement shall be uninterrupted, error-free or free from defects or inaccuracies.

c. All warranties with respect to the provision of products, services, materials and information by the Parties pursuant to this Agreement are strictly limited to those set forth in this Agreement. Parties agree that any technology or service of the other Party is delivered AS IS and that the Party does not guarantee or ensure that either will operate perfectly or without error or downtime except as expressly set forth herein.

d. THE ORBIS PRODUCT AND ALL INFORMATION, MATERIALS AND CONTENT PROVIDED IN CONNECTION THEREWITH ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, FREE FROM DOWNTIME OR NON PERFORMANCE, FITNESS FOR ANY AUTHORIZED SUBCRIBER, FREE OF COMPUTER VIRUSUS AND/OR FREE FROM ERRORS. FURTHERMORE, THE ORBIS PRODUCT AND THE CONTENT PROVIDED IN CONNECTION THERWITH MAY CONTAIN, BE BASED ON. OR OTHERWISE REFER TO ERRORS, INACCURACIES, MISCALCULATIONS, PARTIAL OR INCOMPLETE INFORMATION, OUTDATED DATA, MISTAKES OR FAULTS.

e. The Client accepts that Orbis has no obligation or process to verify the accuracy of the information and content received from Client or that the Orbis Product is operating in a manner that meets the Client’s regulatory, legal, or commercial requirements other than by notification from the Client. The Client shall routinely test and verify that the Orbis Product is performing as expected by the Client, including Client specific modifications and to notify Orbis promptly if it is not.

f. The Client recognizes that Orbis will rely on information, products, and services provided by the Client, Client approved and authorized agents, licensors, vendors. Authorized Subscribers; and public sources (collectively. “Sources”) in offering the Orbis Product. Orbis shall not be responsible for the information, products or services provided by Sources, or for any damages or losses incurred directly or indirectly from such information, products or services of the use thereof absent Orbis’ gross negligence or willful misconduct.

Page 12 of 26

g. If any claim arises against Orbis out of any kind of legal action, whether in tort, civil, contract, arbitration, or otherwise in any way connected to the Orbis Product or this Agreement, the Client agrees that Orbis’ liability shall be limited to the fees actually paid by the Client to Orbis in the six (6) months prior to the date in which the claim first arose, or 12 months if subject to the indemnification provision under 9(a) or 9(c). If any claim arises against Client out of any kind of legal action, whether in tort, civil, contract, arbitration, or otherwise in any way connected to the Orbis Product or this Agreement, Orbis agrees that Client’s liability shall be limited to the fees actually paid by the Client to Orbis in the twelve (12) months prior to the date in which the claim first arose, or 24 months if subject to the indemnification provision under 9(a) or 9(b) Nothing herein shall limit the liability of either party with respect to any issue caused by such Party’s fraud, willful misconduct, or gross negligence.

h. This section shall remain operative and in full force and effect, regardless of the termination of this Agreement, and shall survive any such termination.

9. INDEMNIFICATION

(a) Subject to any express limitations and/or exclusions in this Agreement, each Party (the “Indemnifying Party”) agrees to indemnify the other Party (the “Indemnified Party”) including its owners, officers, directors, employees, representatives, affiliates, agents, and their successors and assignees (the “Indemnitees”) and hold harmless from and against any and all third party claims, damages, losses, liabilities, costs and expenses, (including attorney and arbitration fees and disbursements), penalties, fines, judgements, and any other expenses incurred (the “Risks”) arising from the Indemnifying Party’s own gross negligence or willful misconduct, or fraud or criminal act or omission or that of its agents, owners, employees, officers, directors, employees, or representatives that has a material adverse effect on the other Party.

(b) In addition to the terms set forth in (a) above, Client agrees to indemnify and hold Orbis’ Indemnitees harmless from and against third party claims arising as a result of:

i. Orbis acting on the instructions of the Client;

ii. Any actions against Orbis by the Authorized Subscribers that were granted access to the Orbis Product by the Client under the Subscription Agreement.

iii. Orbis relying on any information or documents provided by the Chent or any Authorized Subscriber;

iv. The Client breaching any terms of this Agreement including the representation, affirmations, or warranties that it provides in this Agreement;

v. Any action brought by the Clientt’s regulators, taxing authorities, or other agencies with jurisdiction pursuant to applicable Laws and Regulations relating directly to Client’s activities hereunder.;

vi. Security breaches of the Orbis Product that is attributable directly to any act or inaction of the Client:

vii. Any act or omission of Client in violation of this Agreement; and

viii. This indemnification applies whether such adverse actions arise prior to, during, or after the execution of this Agreement or the termination of this Agreement.

(c) In addition to the terms set forth is (a) above, Orbis agrees to indemnify and hold the Client’s Indemnitees harmless from and against the Risks arising as a result of:

i. Third-party claims that the Orbis Product, as used in accordance with the terms of this Agreement, infringes any Intellectual Property rights, unless the infringement is caused by the Client Product and would not have occurred but for the Client Product or the Client’s actions or inactions; provided that if the Orbis Product becomes, or is likely to become, the subject of any such claim, then Orbis will either: (i) modify the Orbis Product to render it non-infringing; or (ii) replace the Orbis Product with an equally suitable, functionally equivalent, compatible, non-infringing version of the Orbis Product; or (hi) if none of the foregoing are available, Client may immediately terminate this Agreement and Orbis shall refund all funds paid or pre-paid by Client for services nor rendered. In such event Orbis shall reasonably cooperate with Client for Client’s conversion to an alternative provider, as set forth herein.

ii. Orbis breaching any terms in this Agreement including the representations, affirmations, or warranties that it provides in this Agreement:

iii Any action brought by Orbis’ regulators, taxing authorities, or other agencies with jurisdiction pursuant to applicable Laws and Regulations relating directly to Orbis’s activities hereunder other than where the Client is responsible to collected taxes from Authorized Subscribers or due to the Client’s or Authorized Subscriber violation of the terms of this Agreement.

Page 13 of 26

iv. Security breaches of the Orbis Product that is attributable directly to any act or inaction of Orbis;

v. Any act or omission of Orbis in violation of this Agreement; and

vi. This indemnification applies whether such adverse actions arise prior to, during, or after the execution of this Agreement or the termination of this Agreement.

(d) In connection with the indemnification provision outlined above in (a), (b), (c), the Indemnified Party will:

i. once aware of a claim, promptly notify the Indemnifying Party of the claim. The omission or failure to notify the Indemnifying Parry will not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party;

ii. allow the Indemnifying Party to participate in the defense thereof and may allow the Indemnifying Party sole control of the defense if such is requested by the Indemnifying Party, or not;

iii. provide reasonable cooperation to the Indemnifying Party if the Indemnifying Party is defending the claim. In any event, the Indemnifying Party will keep the Indemnified Party informed of the status of the defense of such claims and will not agree to any settlement that would have a material adverse effect on the Indemnified Party without consent of the Indemnified Party, which consent will not be unreasonably withheld. In addition, the Indemnifying Party will not settle any action unless such settlement completely and finally releases the Indemnified Party from any and all liability and otherwise is acceptable to the Indemnified Party.

(e) This section shall remain operative and in full force and effect with regard to the Risks arising under the Agreement regardless of the termination of this Agreement and shall survive any such termination.

10. EXPENSES:

Except as otherwise specifically set forth in this Agreement, each party shall bear its own expenses in connection with their respective operations, including, without limitation, the cost and expenses of all attorneys, vendors, agents and others employed or contracted by such party.

11. INSURANCE:

During the terms of this Agreement, each Party shall maintain insurance to cover potential liabilities and as required in accordance with applicable Laws and Regulations within all jurisdictions where they operate and as may otherwise be appropriate to safely operate its business.

12. NON-DISCLOSURE AND CONFIDENTIALITY:

(a) The terms of this Agreement, including information contained on any schedule or annexes to this Agreement, are strictly confidential and shall not be disclosed by either Party without the prior express, written approval of the other Party, except that such information may be shared with affiliated entities and the clearing firm or custodian on a need to know basis.

(b) All material non-public information, communication or data, in any form, including but not limited to, a Party’s business and financial information, customer information, software, source and object code, technical drawings. Bow diagrams, blueprints, and any other business related information not generally available to the public (“Confidential Information”) shall remain the sole property of the disclosing Party and its confidentiality shall be maintained and protected by the receiving Party with at least the same degree of care as the receiving Party uses for the protection of its own confidential and proprietary information. Without limiting the foregoing, the Orbis Product and all components thereof, and all related source code is and shall remain Orbis’s Confidential Information and shall be protected by Client in accordance with the terms herein.

(c) Other than as set forth herein, the receiving Party shall not disclose such Confidential Information to third party and shall maintain and protect such Confidential Information with at least the same degree of care as the receiving Party uses for the protection of its own or third party confidential and proprietary information. These restrictions shall not apply to any Confidential Information which the receiving Party can establish: (i.) has become generally available to the public without breach of this Agreement by the receiving Party; (ii.) is rightfully in the receiving Party’s possession before disclosure to it by the disclosing Party; (iii.) is independently developed by the receiving Party; (iv.) is rightfully received by the receiving Party from a third party without a duty of confidentiality to the disclosing Party with respect to such information: and (v.) is required to be disclosed by the applicable Laws and Regulations or a subpoena, court order, similar judicial process, regulatory agency or stock exchange provided, however, the subpoenaed Party, to the extent permissible by Laws and Regulations and practical, shall give the other Party written notice of a subpoena prior to its compliance with such subpoena .

(d) Both Parties shall ensure that all its employees, agents, representatives, and subcontractors to whom Confidential Information is disclosed or who have access to Confidential Information abide by the terms of this Agreement or similar terms contained in written agreements with such parries. Both Parties agree to take all reasonable measures to prevent disclosure of Confidential Information or use of Confidential Information by third parties.

Page 14 of 26

(e) The Parties hereby permit the disclosure of the other Party’s name and basic information concerning the relationship if request for such information is made by a customer, perspective customer, or third-party with whom a Party has or is contemplating a relationship.

(f) The Parties hereby permit the disclosure of this Agreement and Confidential Information if requested by a regulator or court of jurisdiction. In this event, and if permitted by Laws and Regulations, the Party receiving such a request shall inform the other Party of such request and provide any written material received from the requesting party prior to providing Confidential Information to the requesting party.

(g) Both Parties permit the other to obtain, retain, and use Confidential Information it receives to deliver the services contemplated by this Agreement. Such Confidential Information includes but is not limited to personally identifying information (“PPI”) such as name, address, social security number, tax id number, cash holding information, transaction information, Account information, bank account and link information, buying power, order routing, user locations, user authentication credentials, account numbers, IP addresses, and other private information provided that no PPI is sold or disseminated to third parties.

(h) The terms of this Non -Disclosure and Confidentiality provision will survive termination of this Agreement and will continue for so long as such information remains Confidential Information, but in any event no longer than two years from termination of this Agreement.

(i) A Party shall notify the other Party in writing of any misuse or suspected misuse or misappropriation of Confidential Information.

(j) Both Parties acknowledge the other engages in independent development of its own platform, systems, software and services, Each Party consents to such development; provided, however, that each Party represents and warrants that they will not use Confidential Information or intellectual property belonging to the other Party to do development in violation of this Agreement or to knowingly and willfully assist any third party, including affiliates in their development of a competing product of the other by use of or reference to any Confidential Information of the other Party.

13. ASSIGNMENT AND NON-COMPETE:

(a) Neither Party may assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to the surviving or new entity in the event of a merger. Change of Control, or corporate takeover involving either Party, such notice being provided to the other Party promptly after completion of such event and provided any assignment of this Agreement by Orbis shall not be to any entity as are listed in Section 13(d) herein. Any assignment in violation of this section shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assignees.

(b) Non-Compete and Non-Solicitation

i. During the term of this Agreement and for a period of two (years) commencing on the date the Termination Notice is issued, Orbis shall not knowingly (A) encourage, facilitate, negotiate with or solicit any Authorized Subscriber or any prospective Authorized Subscribers or Correspondents that Orbis declines or rejects under Section 3(c) or otherwise for business or services that would result in a reduction or decrease in services such Authorized Subscriber is receiving from Client and (B) knowingly encourage, facilitate, negotiate with or solicit any Authorized Subscriber or any prospective Authorized Subscriber or Correspondent that Orbis declines or rejects under Section 3(c) or otherwise utilization of Orbis Product, Orbis Content, or Orbis Software in any way with any custodian except Client without Client’s prior written consent, provided, however, that in the case of this clause (B) (i) Client has included these conditions naming Orbis in writing in the Subscription Agreement agreed to with Correspondent, (ii) the Correspondent was utilizing (or under a written agreement to start utilizing) the Orbis Product under a Subscription Agreement prior to termination of this Agreement, (iii) the Client provides Orbis in writing the names of the Authorized Subscribers that are subject to this provision.

ii. Section 13(b)(i)(B) does not apply to: (a) any VTH Companies’ client, (b) any Correspondent using the Orbis Product as of termination of this Agreement to access or service accounts or conduct activity away from the Client (a “Non-Exclusive Correspondent”) as such Non-Exclusive Correspondent is required to have a direct agreement with Orbis, or (c) to a Correspondent first introduced to the Client by any VTH Companies that has a direct agreement with Orbis.

iii. Notwithstanding the foregoing, in the case of Section 13(b)(i)(B), Orbis may continue to provide any Authorized Subscriber that had already maintained a clearing or custody relationship with a third-party outside of Client with the Orbis Product at such third-party with whom the Authorized Subscriber had maintained such relationship consistent with past practice and level of services.

Page 15 of 26

iv. At no time during this Agreement shall either Party or any of its affiliate or subsidiaries solicit, encourage, or engage any Correspondent or any current or prospective client already engaging with the other Party to remove or reduce such firm’s business with Client or the VTH Companies in any manner, directly or indirectly.

(c) During the term of this Agreement and any Transition Period, Orbis shall notify the Client if it intends to (1) sell any equity interest(or security convertible into equity) in itself or any affiliate to; (2) merge or engage in a Change of Control with; (3) sell any material portion of its assets including any piece of the Orbis Software, Orbis Product, or Orbis Content used by Authorized Subscribers other than in the normal course of business to; or (4) assign any of its rights or obligations to Client under this Agreement or otherwise to any person or entity.

In the event Orbis elects to enter into such a sale or merger, upon Client’s request, Orbis agrees to create and maintain a separate instance of the Orbis Product, Content, Services, and Software unique and only accessible to Client, its Authorized Subscribers, and Orbis, and not to the acquiring entity, until termination of this Agreement and any Transition Period. .

(d) Right of First Refusal: Exclusively applied to the entities named below, during the term of this Agreement, as it may be extended. Orbis shall not, directly or indirectly through an affiliate, enter into any agreement or consummate any transaction relating to a Change of Control with any of the following entities or their affiliates, successors or assigns or material direct or indirect shareholders or assignees or acquirers without Client’s written consent which shall not be unreasonably withheld, (a “Third-Party Transaction”) except in compliance with this Section:

Wedbush Securities Inc.

Drivewealth, LLC

Axos Bank or Axos Clearing LLC

Clear Street LLC

Velocity Clearing, LLC

Folio Investments, Inc. or Folio Financial. Inc.

i. If Orbis receives a bona fide written offer for a Third-Party Transaction that Orbis desires to accept (a “Third-Party Offer”), Orbis shall, within ten days of receiving the Third-Party Offer, notify Client in writing (the “Offer Notice”) of the identity of all proposed parties to such Third-Party Transaction and the material, financial, and other terms and conditions of such Third-Party Offer (the “Material Terms”). Each Offer Notice constitutes an offer made by Orbis to enter into an agreement with Client, directly or by and through a Client affiliate, on the same Material Terms (the “Offer”). Such notice shall be provided to Client electronically and in accordance with the notice terms herein.

ii. Prior to the expiration of the 30 business day period following Client’s receipt of the Offer Notice (the “Exercise Period”), Client may accept the Offer by delivery to Orbis of a letter of intent containing the Material Terms.

iii. If by the expiration of the Exercise Period, Client has not accepted the Offer, following the expiration of the Exercise Period, Orbis may consummate the Third-Party Transaction with the counterparty identified in the applicable Offer Notice, on terms that are the same or more favorable to Orbis as the Material Terms. If such Third-Party Transaction is not consummated, this Section will continue to apply and Orbis shall not enter into any Third-Party Transaction during the Offer Period without affording Client the right of first refusal on the terms and conditions of this Section.

14. CONFIDENTIAL INFORMATION RIGHTS:

Each Receiving Party understands and acknowledges that any unauthorized use or disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause Disclosing Party irreparable harm, the amount of which may be difficult to ascertain and agrees that Disclosing Party may seek injunctive or other equitable relief, including applying to a court of competent jurisdiction for an order restraining any such further unauthorized use or disclosure or misappropriation and for such other relief as Disclosing Party shall deem appropriate without the necessity of proving actual damages or posting bond of any kind. Such right of Disclosing Party shall be in addition to remedies otherwise available to the Disclosing Party at law or in equity.

Page 16 of 26

15. DEDICATED SERVICES FOR THE CLIENT.

Upon Client’s request, Orbis shall establish, and Client will cooperate in good faith to help establish, a cloud based or dedicated infrastructure able to operate and deliver the Orbis Product to the Client independently from the Orbis Product used by other Orbis clients, and Orbis shall continue to maintain the Orbis Product at or above the same level of consistency and reliability as delivered to any other Orbis client in a manner agreeable to both Orbis and Chent (“Dedicated Services”).

Unless agreed to otherwise between the Parties, or due to an Escrow Release Event, or agreement that Orbis Product will ran on the Client’s infrastructure, Orbis will maintain the infrastructure with full administrative access under its control using its personnel. The client will not have administrative access of the servers. The hardware, data center, and other third-party expenses will be agreed with the Chent and will be billed to the Client separate from the fees and minimums in Schedule A.

16. ENTIRE AGREEMENT:

This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof. This Agreement may not be varied orally, but only in writing, signed by both Parties.

17. SEVERABILITY:

In the event that any provision of this Agreement conflicts with any Laws and Regulations, such provision shall be deemed null and void and this Agreement shall be read as if such provision were no longer a part of this Agreement If any term, condition, or provision of this Agreement is held by a court or arbitral tribunal of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, unpaired or invalidated.

18. NO WAIVER:

(a) The failure of either Party to enforce at any time or for any period, any one or more of the terms or conditions of this Agreement shall not be a waiver of such terms or conditions or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

(b) No waiver of any breach of this Agreement or of any requirement herein contained shall be deemed a waiver of any preceding or succeeding breach of this Agreement or of any other requirement herein contained.

(c) No extension of time for performance of any obligations or acts shall be deemed an extension of time for performance of any other obligations or acts.

(d) Any delay or failure by any Party to this Agreement to exercise any right, power, remedy or privilege herein contained, or now or hereafter existing under any applicable Laws and Regulations, shall not be construed to be a waiver of such right, power, remedy or privilege, nor to limit the exercise of such right, power, remedy or privilege, nor shall it preclude the further exercise thereof or the exercise of any other right, power, remedy or privilege..

19. MATERIAL AMENDMENT:

If any term of this Agreement contravenes any applicable regulatory authority or court decision, then said term shall be governed by said regulatory provision or decision and the subject term of this Agreement shall be deemed automatically amended or deleted, as the case may be, and the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

20. FORCE MAJEURE:

Neither Party- shall be liable for any loss of any kind or failure to perform their obligations under this Agreement caused directly or indirectly by fire, flood, war, terrorism, earthquake, elements of nature or acts of God or the public enemy; riots, civil disorders, rebellions or revolutions; strikes, epidemics, pandemics, lockouts, or labor difficulties; government imposed quarantines or denial of access or operation, acts or omissions of regulatory or governmental authorities, self-regulatory organizations or securities exchanges, clearing firms, custodian, market data providers, the internet or communication link providers, technology failure, changes in law, rule or regulation; or any other cause beyond the reasonable control of the Party, whether or not similar to the foregoing. The Parties shall make reasonable efforts to perform their obligations under this Agreement if any of these events occur. However, Force Majeure does not on itself terminate the Agreement and both Parties agree to work diligently and collaboratively to restore services without delay.

21. NOTICES:

Any notices or other communications permitted or required to be delivered pursuant to this Agreement shall be in writing and shall be delivered by registered mail or email to:

a to Orbis at the address and email provided to the Cient with a copy to support@orbisfn.com.

Page 17 of 26

b. to the Client at the address and email provided to Orbis.

22. CONSENT TO ELECTRONTIC COMMUNICATION

Both Parties agree that the use of electronic communication such as email is subject to Risks, including the loss of privacy and the disclosure of Confidential Information. Nevertheless, both Parties agree to permit the other Party to utilize agreed-upon methods of email, secured internet, and other means of electronic communication in the ordinary course of business.

23. APPLICABLE LAW:

This Agreement shall be governed and construed in accordance with the internal substantive laws of the State of New York.

24. DISPUTE RESOLUTION—by Arbitration Only.

(a) In the event there is a dispute between the Parties, the Party with the dispute will first provide the other Parry with a written explanation or complaint (the “Dispute Notice”) by mail and electronically.

(b) The Parties agree to use good faith efforts to resolve any such dispute within 30-calendar days of such notice being received prior to invoking arbitration or formal legal proceedings. If the Parties are unable to resolve their dispute within this 30-calendar day period, either Party may avail itself of the arbitration provided for in this Agreement.

(c) Both Parties agree to use Arbitration as the sole official means of settling unresolved disputes.

(d) THE PARTIES WAIVE ANY RIGHTS TO A JURY TRIAL IN ANY JURSIDICTION.

This Agreement shall be governed and construed in accordance with the internal substantive laws of the State of New York. Disputes arising out of this Agreement shall be settled by binding arbitration conducted in accordance with the Rules of the American Arbitration Association (the “AAA”). There shall be one neutral arbitrator, selected by mutual agreement of the parties. If the Parties have not agreed upon a neutral arbitrator within 45-days after the date of a demand for arbitration, the arbitrator shall be selected by the AAA. The arbitrator’s award shall be final and binding upon the Parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Arbitration shall be the exclusive remedy under this Agreement; provided, however, that this clause shall not preclude either Party for seeking provisional remedies in aid of arbitration from any court of competent jurisdiction, including, but not limited to, a temporary restraining order or preliminary injunction.

i. All Parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.

ii. Arbitration awards are generally final and binding; a Party’s ability to have a court reverse or modify an arbitration award is very limited.

iii. The ability of the Parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.

iv. The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all Parties to the panel at least 20 calendar days prior to the first scheduled hearing date.

v. The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.

vi. The rules of some arbitration forums may impose rime limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.

vii. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.

viii. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein.

Page 18 of 26

25. EMPLOYEE NON-SOLICIT:

During the term of this Agreement, including any Transition Period and for a period of (2) years following the termination of the Agreement and any such Transition Period, each Party agrees that it will not, (i) either on its own behalf or on behalf of others, solicit, recruit or hire away or attempt to solicit, recruit or hire away, directly or by assisting others, any employee of the other Party or its affiliates, or (ii) induce or otherwise advise or encourage any employee of the other Party or an affiliate of such Party to leave his or her employment, in each case whether or not such employee is a full-time employee or a temporary’ employee of such Party or its affiliates and whether or not such employment is pursuant to written agreement and whether or not such employment is for a determined period of time or is at will. Nothing herein shall restrict either Party’s ability to engage or employ any person responding to a public job posting provided the Party has not acted in bad faith prior to and after making the public job posting. Use of or engagement of Orbis personnel by the Client to continue to operate the Orbis Product upon an Escrow Release event or dissolution of Orbis or employee shall not be considered a violation of this provision, and upon any Escrow Release event, the Client shall be entitled to hire or engage any employee or contractor of Orbis.

Signatures to Follow

IN WITNESS WHEREOF, Orbis Systems, Inc. and Client have entered into this Agreement by signature of their authorized officer.

Orbis		Client	Apex Clearing Corporation
Signature:	/s/ Anthony Petrilli	Signature:	/s/ William Capuzzi
Print Name:	Anthony Petrilli	Print Name:	William Capuzzi
Print Title:	CEO	Print Title:	CEO
Date:	4/19/2020	Date	4/19/2020

Page 19 of 26

Schedule A to the Orbis Cooperation Agreement v April 18, 2020

Client Name: Apex Clearing Corporation Effective Date: April 18, 2020

All Fees are in $USD:	Terms good for 60 days from Date Proposal Sent
Date Proposal Sent Out:	April 11, 2020
Initial Agreement Term:	4 years as defined in the Agreement.
Renewal Term	12 months.
Apex Monthly Minimums commence upon execution of this Agreement.	[*****]	[*****]
	Applied against all fees paid to Orbis other than Section 3 and 4(c). If either Party terminates this Agreement for any reason, provided that the Client in good faith is completing the Conversion of Authorized Subscribers and Accounts from the Orbis Product during a Transition Period, the monthly minimum fee during the Transition Period shall not exceed the lesser of (i) the amount specified in the minimum table above or (ii) 125% of the fees calculated per this Schedule A for that month, provided that there are no Non-Payments.
Billable Period:	Monthly for all fees shown below unless stated otherwise.
Setup Fee to Apex	[*****]
Set Up and White label fee to Authorized Subscriber	As indicated for the Orbis Product below.
State and Local Taxes	Orbis Products are subject to state sales taxes based on domicile of Client unless exempt under a “on-selling” provision of the respective taxing authority’s Laws and Regulation in which case the Client charges and collects the sales tax from the Authorized Subscriber.
General Terms: During the term of this Agreement, the Orbis Product available to the Client will be the most current version. Updates to Services currently subscribed to will be available at no additional cost. If Orbis agrees to maintain an earlier version of the Orbis Product for use by the Client or Authorized Subscriber, the Client and Authorized Subscriber agree that in no event will Orbis maintain any version greater than one (1) version away from the current version and agree to upgrade to the most current version upon written request from Orbis. New Orbis Services that become available are subject to their own fee schedule. Fees per this Schedule apply to the Standard Product offered by Apex under the Apex Subscription Agreement. Correspondents and Customers of Apex requiring the use of the Orbis Product to access other brokers and custodians are required to have a direct agreement with Orbis. Apex and Orbis will discuss Correspondents with 100,000 or more accounts.
Fee Type Definitions: •  AUM FEES (“bp”). Account month-end balance (all assets) multiplied by annual basis point fee divided by 12. •  ACCOUNT FEES are per unique Account number holding any asset or has any transaction during the month. Accounts that are empty and with no transactions posted are not counted. •  ONBOARDED ACCOUNT FEE is per unique Account number that has not been suspended but not holding any asset or any transaction during a month. •  AUTHORIZED ID or USER ID: fee is per unique ID with access to the Orbis Service. •  DEVICE: is any device that is accessible by the Authorized ID unless single session control is used to limit Authorized ID to one device at a time. Then only Authorized ID will be counted. •  STANDARD PRODUCT: is set by Orbis or by Apex as the single standard for all Authorized Subscribers. Customization by or for an Authorized Subscriber requires a Statement of Work and may result in a change in the Orbis Fee. •  Other fees types are as stated. •  The Client is solely responsible to purge or suspend Accounts and Authorized IDs that are no longer active to avoid the respective Fee. Fees are not subject to pro-ration during any period.

Page 20 of 26

Schedule A - SECTION 1: ORBIS PLATFORMS

End Customer Facing platforms

A. WEB TRADER (Traditional and Digital)-Per Correspondent. Available under Apex Subscription Agreement where Apex is exclusive broker/custodian for the Accounts.
WebTrader is web accessible display technology for Self-Directed Retail Investors and designed for those seeking information to make informed decisions. Does not include Orbis Control or Market Data Suite.
Minimum Fee	[****]
User ID Fee Per month	[****]
Included Services	◾ Mobile App version

Supported securities and Services	◾ U.S equities, ETF, CEF, ADRs, Options, other securities traded on U.S exchanges. ◾ Mutual Funds - U.S registered and non-U.S. registered. ◾ Canadian equities and Global equities (major markets) on request only. ◾ Apex Crypto | Fixed income (trade entry only). | Money movement requests. ◾ Digital Account Opening | Integration of Client’s and vendor provided content. ◾ Integration of Client’s services (i.e. bank / other accounts, single sign on). ◾ Stock Lending Information Display ◾ VWAP, TWAP, POV and other algo trading ◾ Buy/Sell/Short /BTO/BTC/STO/STC/ Limit/Trailing/Stop/GTC/MOO/MOC and others
Set Up Fee	[****]
White Label Fee	$[****]
Required Add-On Services
Orbis Market Data Control Services		See Section 3
Orbis Control Suite Watchmen Services		See Section 2
B. PROTRADER- Per Correspondent Available under Apex Subscription Agreement where Apex is exclusive broker/custodian.
ProTrader is designed for those that primarily rely on market data and charts to make informed decisions such as active and professional traders. Does not Include Orbis Control or Market Data Suite
Minimum Fee	[****]
User ID Fee Per month	$[****]
Supported Securities and Services	◾ U.S equities, ETF, CEF, ADRs, Options, other securities traded on U.S exchanges ◾ Canadian equities & CFD equivalent for above. ◾ Buy/Sell/Short/BTO/BTC/STO/STC | Limit/Trailing/Stop/combmations | GTC/MOO/MOC and others | Hot Key customized orders | route control and more.
Set Up Fee	[****]
White Label Fee	$[****] for basic White Label
Required Add-On Services
Orbis Market Data Control Services		See Section 3
Orbis Control Suite Watchmen Services		See Section 2

Page 21 of 26

C. ONEVIEW — Per Correspondent. Available under Apex Subscription Agreement where Apex is exclusive broker/custodian.
ONEVIEW is a display/workflow/and connectivity technology designed for the professional investor, advisor, registered representative, family office, on investment manager. Orbis and Apex agree that the business models of firms using One View will vary significantly. Parties agree to adjust upwards the per Account Minimum Fee if the business model of the Authorized Person permits such upward adjustment
Minimum fee per Account per Month after applying applicable blended AUM fee below to each Account AUM	Traditional Reg Rep Adviser Accounts On-line mass market	$[****] $[****]
Orbis AUM fee subject to a per account minimum as above.	[****]	[****]
Account owners Client Web Portal	WebTrader subscription required for customers to self-direct trading and activity in their account. [****] fee for view only web portal to account
Securities and Services Supported	Same as WebTrader
Set Up Fee	[****]
White Label Fee	$[****] onetime for each. Authorized Subscriber
Add -ON Services for Standard APEX Setup.		Name of Provider	Note
Account Aggregation			Services are independent of Orbis and OneView. Orbis Fee for integration of provider API into OneView TBD.
Advanced Portfolio Reporting
Advanced Billing
Advanced Rebalancer
Other Add-On Service
Required Add-On Services
Orbis Market Data Control Services *			See Section 3
Orbis Control Suite Watchmen Services *			See Section 2
‘ Required for all FINRA members. May be required for RIA under certain circumstances (for example: RIA is maintaining their own records or driving their own technology using the Orbis Product or are a hybrid RIA (FINRA member and RIA ), or are using Orbis Product to connect with multiple custodians or brokers or other financial services providers, or permit self-directed investing by their customers.
D. STOCKLENDING BY BENEFICIAL OWNERS- Per Correspondent. Available under Apex Subscription Agreement where Apex is exclusive broker/custodian.
A turn-key solution for beneficial owners to lend securities held by the custodian in an omnibus account.
Minimum Fee                         [****] Revenue Share Fee                [****]
Set Up Fee	NO CHARGE for Standard Product	Includes White Label of apps/website. Connectivity and certification with Apex. Additional fees under a Statement of Work for customization for an Authorized Subscriber.

Page 22 of 26

SECTION 2 ORBIS CONTROL SUITE SERVICES

A. ON-BOARDING & DOCUMENT CONTROL. Apex Overall. Available under Apex Subscription Agreement where Apex is exclusive broker/custodian.
Digitized On-Boarding Process, Client Communication, and Document Management
		Fee per Month	Note
Minimum Fee:	[****]		Orbis will bill at the Apex level aggregating across all Correspondent accounts.
Account Fee:	Account Tier	Per Account within Tier
	[****]	[****]
Onboarded Account Fee	All	$[****]
Set Up Fee	NO CHARGE for Standard Product with Apex as sole custodian and execution broker	Additional fees under a Statement of Work for customization for Client or for an Authorized Subscriber.
Integrated Vendors	Socure, Dow Jones Risk, DocuSign, Plaid

B. ORBIS WATCHMEN. Apex Overall. Available under Apex Subscription Agreement where Apex is exclusive broker/custodian.
Real-Time order management, transaction compliance monitoring and operational controls at the security, account, order, routing, and post execution level
Minimum Fee	Waived
Account Fee per Month	Account Tier	Per Account within Tier	Orbis will bill at the Apex level aggregating across all Correspondent accounts.
	[****]	[***]
Additional Fee	For Omnibus, professional trading, DVP and other aggregated Accounts	[****] per order received
Set Up Fee	[****] for Standard Product with Apex as the sole custodian and executing broker.	Additional fees under a Statement of Work
Non-Display Real Time NBBO -	Included within Orbis Product	If Licensor of non-Display quote changes licensing requirement. Client or the Authorized Subscriber may be required to obtain its own license for Non-Display quotes from the CTA, UTP, OPRA and index licensor.
Security Master, CUSIP/ISIN	Included within Orbis Product	If Licensor changes licensing requirement. Client or the Authorized Subscriber may be required to obtain its own license.
Corporate Action Monitor	Included within Orbis Product

Page 23 of 26

Order Routing: Correspondents, routing is to Apex Only.

C. ORBIS REGULATORY REPORTING SERVICE—Per Correspondent. Client or Authorized Subscriber is responsible to certify that report is correct. Available under Apex Subscription Agreement where Apex is exclusive broker/custodian.

[****]

SECTION 3 ORBIS MARKET DATA SERVICES

(A) ORBIS MARKET DATA CONTROL SERVICE—Per Correspondent. Available under Apex Subscription Agreement where Apex is exclusive broker/custodian for the Accounts.
	[****]
(1) ORBIS QUOTE INFRASTRUCTURE: Uncontrolled-feed at symbol level only. Quote is pushed to Correspondent (no quote requests permitted). Symbol Supplemental data delivered on request. Limits apply: Requests every 250ms, maximum 500,000 request per second. Additional-fees-for activity in excess of limits may apply. Includes generating delayed data.
U.S Markets — top of book only	Mthly Fee	May require Apex to have its own license with ICE Data Services for redistribution of the ICE Quote Feed used by Orbis
SIP (CTA, UTP, OPRA) base fee to receive NBBO /Level 1	$[***]
Or single exchange: CBOE 1 or BZX feed base fee	$[***]
(2) ORBIS MARKET DATA CONTROL SERVICE—Only available with Orbis Platforms. Designed to facilitate Client/Authorized Subscriber meeting Licensor requirements for Quote Control. Also referred to as Authentication Entitlement System (AES)
Base Fee per month:	$[****]

(B) ORBIS MARKET QUOTE SERVICE—Per Correspondent. Available under Apex Subscription Agreement where Apex is exclusive broker/custodian for the Accounts.
Apex or the Authorized Subscriber is using their own directlicense with licensor	Requires Apex or Authorized Subscriber to get permission from Licensor in order to use the licensed data on the Orbis Product. Orbis will assist in getting this permission.
Available Feeds	Real Time	Delayed	Comment
Streaming CBOE1 Top of Book (Equities)			Client or Authorized Subscriber is responsible to report and pay the fees directly to the licensor per their licensing agreements.
Streaming BZX Top (single exchange)
Streaming CTA/UTP (NBBO)
Streaming OPRA (U.S (Option)
Last Trade for U.S OTC Market securities
Per Real-Time Query Only	Per Query Fee
CTA & UTP NBBO			Same as above.
OPRA NBBO
Indices Streaming or Delayed Quotes
DJIA Index + S&P 500 Index			Same as above

Page 24 of 26

Other Fees: Licensors routinely change or impose new fees for use of the licenses data. Client subject to such charges as notified by Orbis or the Licensor

(C) ORBIS PASSPORT TO WALLSTREET SERVICE—Per Correspondent. Available under Apex Subscription Agreement where Apex is exclusive broker/custodian for the Accounts
Content is offered as a Convenience and is subject to termination, substitution, or change as per the Agreement. Client or Authorized Subscriber may enter into direct agreements with vendor and Orbis will integrate such content under a Statement of Work. All fee subject to change by vendor.
ORBIS Core Content Suite (subject to change): ETF center, ETF and Stock screeners, link to ETF sponsor, security profile and link to issuer website, trading volume, 30 day average trading volume, market cap, P/E, earnings date, dividend date, charts, SEC filings, market commentary, ADR center, IPO center, heat maps, earnings, dividends, SEC filings, stock wall, sector and industry drill down.	[****]
ORBIS Insights - Orbis Core Content plus Alpha Tracker, Weekly and Monthly Seasonality, Option Radar, Morningstar sector and industry categorization.	[****]
TipRanks — Research Analyst calls ranked by performance	Customized fee based on requirements.
Morningstar — Mutual Funds and other content.	[****]
ORBIS Get IPO: Turn-key IPO web platform to obtain retail or institutional subscription Client underwriting and selling group participations	$[****]
Click IPO - Subscribe to IPO available from ClickIPO.com	$[****] Base Fee per Month.
Orbis Web Publishing Suite Editor/ writer / translator controls and photo stock. Request, assign, edit and publish with full control of process.	$[****]
Selected News Feeds	$[****]
Orbis Listed Company Logo and Social Username Service Allow presentation of company logo and social username with stock symbol or for other presentation purposes. Delivered via API. Includes official and square logo. Auto monitoring of marketplace.	$[****]

SECTION 4 ORBIS ADDITIONAL SERVICES

(A) ORBIS SUPPLEMENTAL SERVICES—Per Correspondent. Available under Apex Subscription Agreement where Apex is exclusive broker/custodian for the Accounts.

[****]

Page 25 of 26

(B) ORBIS FINTECH DEVELOPMENT SERVICE www.orbis.dev —Per Correspondent. Available under Apex Subscription Agreement where Apex is exclusive broker/custodian for the Accounts.

[****]

(C) ORBIS DEVELOPMENT SERVICES. Available to Client only.

Fees based on Statement of Work

Orbis and the Client will agree to a Statement of Work. The cost of the project, including ongoing monthly fees if any, must be approved by the Client in writing prior to beginning the work. Invoicing will be in three parts: [****] Any adjustments between actual costs and estimates will be reflected in the billing. Change orders from the original project specifications will be priced separately and must be agreed to by the Client in writing prior to commencing work. Change order costs will be billed in the same manner as the original specification work Failure to pay development costs within 30 days of billing will be considered a material breach of this Agreement. Any customization and development performed by Orbis becomes part of the Orbis Product and is owned exclusively by Orbis. In Orbis sole discretion, Orbis may grant the Client exclusive access to specified functionality developed for the Client and fully paid for by the Client. If Orbis grants exclusivity to specific functionality, the Statement of Work will detail the specific functionality and the time of exclusivity granted by Orbis.

SECTION 5 NOTES APPLICABLE TO ALL SECTION

1. The Client acknowledges that Orbis has set its fees and entered into this Agreement in reliance upon the terms of the entire Orbis Cooperation Agreement including the indemnification and limits on lability provisions.

2. Vendor Products, including content, market data quotes, security classifications, financial statement information, Orbis Passport to Wall Street Services and all other such content (“Content”) arc offered by Orbis in its sole discretion and may change from time to time and be different between platforms. All Content offered by Orbis is subject to various requirements imposed by the Vendor in its contract with Orbis or affiliated companies of Orbis. (“Orbis Vendor”). The Client and Authorized Subscriber agrees to be bound to terms contained in the Orbis Vendor contract when such terms are provided to the Client by Orbis in order to continue to receive the Orbis Product. Certain Content will require the Client and or Authorized Subscriber to enter a separate agreement (“Premium Content”). Any information provided by Orbis related to Premium Content is informational only and does replace the actual terms contained in the respective Premium Content agreement.

3. Orbis maintains its own infrastructure to provide the Orbis Product. Infrastructure is not dedicated to a specific Client. Required hardware hosted by Orbis that is unique /dedicated to the Client must meet Orbis’s specifications. The purchase, maintenance, and hosting of such dedicated or unique hardware will be billed to the Client. Orbis reserves the right to require that the Client purchase such hardware directly and deliver it as required by Orbis. Orbis will notify the Client if hardware is required in advance.

4. Orbis reserves the right to not provide market data and vendor product under the Orbis license and require the Client or Authorized Subscriber to obtain their own licenses in order to continue receiving the licensed product.

Signatures.

IN WITNESS WHEREOF, Orbis Systems, Inc. and Client have entered this Schedule A by signature of their authorized officer.

Orbis		Client
Signature:	/s/ Anthony Petrilli	Signature:	/s/ William Capuzzi
Print Name:	Anthony Petrilli	Print Name:	William Capuzzi
Print Title:	CEO	Print Title:	CEO
Date:	4/19/2020	Date	4/19/2020

Page 26 of 26

EX-10.22

Exhibit 10.22

SERVICES AGREEMENT BETWEEN

APEX CLEARING CORPORATION

AND APEX CRYPTO LLC

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.

WHEREAS, Crypto intends to enter into agreements with introducing brokers and clients of Apex (collectively, “Correspondents”) to provide customers of Correspondents (collectively, “Customers”) the ability to open accounts at Crypto for the purpose of buying and selling non-securities digital assets (referred to herein generically as “cryptocurrencies”).

WHEREAS, Crypto and Apex desire to establish methods of interaction with each other in order to facilitate transfers of cash for purposes of buying and selling of digital assets.

NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Apex and Crypto agree as follows:

1. FACILITATION OF CUSTOMER CASH TRANSFERS REGARDING CRYPTO ENTITY

(a) Summary. Crypto represents that it plans to support Customer trading of non-securities cryptocurrencies at a coin wallet away from Apex. Crypto has asked Apex to accept transfer instructions from Correspondents, Customers, and Crypto on Correspondents’ and Customers’ behalf, to allow money movement between Customers’ accounts at Apex and Crypto, both introduced by Correspondents, which will be used by Correspondents and Crypto to facilitate the transfer of money back and forth between Customers’ Apex brokerage accounts (collectively, “Apex Accounts” and each an “Apex Account”) and Crypto accounts (collectively “Crypto Accounts” and each a “Crypto Account”), at the request of Customers. Crypto represents that any transfer instructions sent to Apex shall be unaltered and true and correct to the best of Crypto‘s knowledge.

(b) Disclosures.

(i) Crypto will use commercially reasonable efforts to ensure that its Customer account interface has the necessary look and feel from the Customer’s perspective for the Customer to readily distinguish between the Customer’s Apex Account and the Customer’s Crypto Account. When a Customer opts to purchase a cryptocurrency, Crypto will ensure that it is clear to the Customer that the Customer is purchasing such asset in the Customer’s Crypto Account and not in the Customer’s Apex Account. For the avoidance of doubt, Customers will not be able to purchase cryptocurrency from their Apex Accounts; rather, Customers will have the option to transfer funds from their Apex Account for the purpose of purchasing a cryptocurrency in the Customer’s Crypto Account.

(ii) Crypto will prominently disclose to Customers, and Crypto understands that:

• The assets in the Customer’s Crypto Account are not held at Apex.

• Apex is not involved in the purchase, sale, or custody of the cryptocurrencies.

• When the Customer opts to transmit money for purposes of purchasing a cryptocurrency, it is instructing Crypto and Apex to send funds out of the Customer’s Apex Account to Crypto, which will send the funds outside of Apex.

• Cryptocurrencies on the crypto side are not FDIC insured or covered by SIPC.

• Certain other disclosures about the risk of cryptocurrencies (e.g., risk of loss, risk of coin wallet failure, speculative nature of investments, etc.)

• Crypto and Apex are affiliated entities and may share Customers’ information in performance of the services set forth herein.

(c) Cash Transfers.

(i) Customer Authorizations. With each instruction to send money from Customer’s Apex Account to Crypto, Crypto will ensure that:

• Apex or Correspondent has obtained from each Customer an authorization for the transfer using language indicating that the Customer is authorizing the transfer of funds out of the Customer’s Apex Account to Crypto, such language being subject to Apex’s approval.

• Apex receives such information unchanged to document the authorization that Apex requires, including but not limited to Customer name, Customer consent, and amount of transfer.

(ii) Transfer Notifications. Crypto shall be responsible for sending to each Customer a notification at least once per business day, as applicable, with respect to each such Customer’s funds transfer with respect to such Customer’s cryptocurrency transactions showing the amount and date of such transfer, the recipient of each transfer out of the Customer’s Apex Account, and that the transfer of funds out of the Customer’s Apex Account was made, which notifications may include aggregated daily transactions. Crypto shall track bounce-backs and other failures of delivery, and in the event of a failure will contact each affected Customer to deliver the confirmation by other means. Such notifications shall, at a minimum, meet all standards required by Apex, and Crypto shall make any such notifications available to Apex upon request.

(iii) Appropriate Controls. Crypto will maintain appropriate controls around usage of any Apex tool used for funds transfers.

(iv) No External Funding. Crypto shall ensure that any deposits made into a Customer’s Apex Account from the Customer’s Crypto Account shall not have originated from a third party source.

2. CRYPTO ENTITY

(a) Crypto’s Correspondent and Customer Relationships.

(i) Crypto shall have a written agreement with each Correspondent governing the transfer of money back and forth between the Customers’ respective accounts held by each party containing adequate control mechanisms and detailing responsibilities between each of those entities.

(ii) Crypto will enter into an account agreement governing any accounts in Crypto’s name at Apex maintained for purposes of providing the services set forth herein (collectively, the “Crypto Customer Accounts”). Apex is entitled to rely on instructions from Crypto in taking action related to cash transfers from the Crypto Customer Accounts.

(iii) Crypto will use commercially reasonable efforts to ensure that each Customer trading cryptocurrencies has a separate account agreement with Crypto that makes clear to the Customer that their Crypto Account and activity are separate from such Customer’s brokerage account with Apex and Correspondent.

(iv) Crypto represents that it (a) has entered into an arms’ length agreement with each Correspondent without referral by Apex; (b) Apex has made no recommendation concerning any Correspondent or its offering; and (c) any activities by Correspondent are separate and distinct from those of Apex.

(b) Crypto Account Approval. Crypto understands that as between Crypto and Apex, it is Crypto’s or Correspondent’s responsibility to satisfy requirements related to Customers’ suitability that may apply, if any, and to conduct any due diligence and make any decisions concerning the approval and opening of any Crypto Account. Crypto will cease providing transfer instructions to Apex with respect to a Customer in the event that the applicable customer relationship between Crypto and Customer has terminated.

(c) Other items.

(i) Crypto represents that it is in compliance with and shall comply with all applicable laws, regulations, and ordinances.

(ii) Crypto has and shall maintain in effect all the licenses and permits that it needs to carry out its obligations under this Agreement.

(d) Changes. Crypto understands that Apex’s processes are subject to change, including by adding a charge for Apex’s services; provided that except for changes necessary to be in compliance with law or regulation, any such change must be reasonable in nature, must not materially harm the ability for Apex Crypto to operate its business and must apply consistently to all applicable Apex Clearing customers. In the event of any such change (except in the event of adding or modifying a charge for Apex’s services), Apex shall provide Crypto with three (3) months’ advance written notice, unless a shorter notice period is necessitated to be in compliance with applicable law. In the event of any addition or modification of a charge for Apex’s services, Apex shall provide Crypto with one (1) year’s advance written notice. Upon the receipt of any such notice set forth in this Section 2(d), Crypto may terminate this Agreement on thirty (30) days’ prior written notice to Apex.

3. TERM

(a) Effectiveness. This Agreement shall become effective immediately upon signing and shall remain in force for two (2) years from its execution, unless terminated sooner pursuant to the terms set forth herein. Either party may terminate this Agreement at the end of the initial term by providing the other written notice of at least one hundred twenty (120) days prior to the end of the then-current term. Subsequent to this initial term, either party may terminate this Agreement by giving one hundred twenty (120) days’ prior written notice to the other party, in the absence of which this Agreement shall continue in full force and with full effect.

(b) Termination by Apex. Notwithstanding Section12(a), either party may terminate this Agreement on five (5) business days’ (or in the event of clause (ii) or (iii) below, immediately) written notice to the other party in the event that the other party:

i. materially breaches the terms of this Agreement and after receipt of written notice by the non-breaching, fails to cure such material breach within thirty (30) days from such notice;

ii. is enjoined, prohibited, suspended or otherwise becomes unable, as a result of an administrative or judicial proceeding, from engaging in the business activities contemplated herein; or

iii. becomes or is declared insolvent; voluntarily files or is the subject of, a petition commencing a case under any chapter of Title 11 of the United States Code, which petition if filed involuntarily is not dismissed within thirty (30) days; makes a general assignment for the benefit of its creditors; admits in writing its inability to pay its debts as they mature; files an application or consents to the appointment of, or there is appointed, any receiver, or a permanent or interim trustee of that party or any of its subsidiaries, as the case may be, or all or any

portion of its property, including, without limitation, the appointment or authorization of a trustee, receiver or agent under applicable law or under a contract to take charge of its property for the purpose of enforcing a lien against such property or for the purpose of general administration of such property for the benefit of its creditors; files a petition seeking a reorganization of its financial affairs or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute or files an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or statute.

(c) Automatic Termination. In addition to any other provisions for termination herein, this Agreement shall terminate immediately in the event that either Crypto or Apex ceases to conduct its business or that Apex:

i. is no longer registered as a broker/dealer with the SEC; or

ii. is no longer a member in good standing of FINRA; or

iii. is suspended by any national securities exchange of which Apex is a member for failure to comply with the rules and regulations thereof; or

iv. has insufficient regulatory capital to carry on its business or regulatory restrictions that prevent it from carrying on its business.

(d) Conversion of Accounts. In the event that this Agreement is terminated for any reason, Apex shall not be responsible for arranging the liquidation and/or closure of any Crypto Accounts.

4. INTELLECTUAL PROPERTY: All right, title, copyright and other interest in and to any part of or all of any Apex systems, software or technologies shall at all times remain the sole and exclusive property of Apex. Apex grants Crypto a non-exclusive, non-transferable, non-assignable, non-sublicensable license for the term of this Agreement to access and use such Apex systems, software, and technologies for the limited purposes of fulfilling the provisions of this Agreement and Apex shall have the right to terminate or suspend such license at any time and from time to time. Apex’s intellectual property is provided on an “as is”, “as available” basis, without warranty of any kind, and Apex disclaims all warranties, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Apex shall not be responsible for any errors which may occur as a result of any of Apex’s intellectual property. There is no warranty that any data or other information provided through Apex, Apex’s technology or intellectual property or Apex’s or any of its providers’ systems will fulfill any particular purpose.

Crypto shall preserve and protect Apex’s and its affiliates’ patent, trade secret, copyright and other proprietary rights in Apex’s or its affiliates’ products, services, trademarks and tradenames, at least to the same extent used by Crypto to preserve and protect its own proprietary data or information and to notify Apex of any action by any third party known by Crypto to constitute an infringement of Apex’s or any of its affiliates’ proprietary rights.

5. CONFIDENTIALITY: All agreements, documents, information papers, and data in any form, supplied by either party to the other pursuant to this Agreement concerning such party’s business, financial condition or Correspondents or Customers (“Confidential Information”) shall be treated by the receiving party as confidential. Each party agrees to use a reasonable degree of care in safeguarding any Confidential Information received, but not less than the degree of care used in safeguarding its own proprietary information. To the extent such documents or data are retained by the receiving party, they shall be kept in a safe place and shall be made available to third parties only as authorized by the disclosing party in writing or pursuant to any order, requirement or request of a court, applicable law, regulation, securities exchange, supervisory authority or regulatory body having appropriate jurisdiction. Documents received from the disclosing party and retained by the receiving party shall be made available by the receiving party for inspection and examination by the disclosing party’s auditors, by properly authorized agents or employees of any regulatory bodies or commissions or by such other persons as the disclosing party may authorize in writing. Notwithstanding anything herein to the contrary, Crypto expressly authorizes Apex to supply any applicable information requested relating to Crypto, its business, Correspondents, or Customers to any regulatory or self-regulatory body having appropriate authority or to any third party provider of Apex solely for the purposes of providing services relating to this Agreement and only to the extent that such disclosure is necessary for the purpose of providing the services set forth herein. The obligations in this section shall not restrict any disclosure by either party pursuant to any request or requirement of applicable laws or regulations, or by order of any court or government agency, regulatory authority, supervisory authority or securities exchange (provided that the disclosing party shall give prompt notice to the non-disclosing party of such request or requirement, to the extent practicable and permitted) and shall not apply with respect to information which (i) is independently developed by the other party without use of or reference to the disclosing party’s Confidential Information; (ii) is or becomes publicly known (other than through unauthorized disclosure of the receiving party); (iii) is disclosed by a third party free of any obligation of confidentiality insofar as is known by the receiving party; or (iv) is already known by or in the possession of such receiving party without an obligation of confidentiality other than pursuant to this Agreement or any confidentiality agreements entered into between the parties (including any predecessor entity) before the effective date of this Agreement. This section shall survive the termination of this Agreement. Crypto acknowledges that the services Apex provides hereunder involve providing Crypto with access to proprietary technology, trading and other systems, and that techniques, algorithms and processes contained in such systems constitute trade secrets and shall be safeguarded by Crypto, and that Crypto shall exercise reasonable care to protect Apex’s interest in such trade secrets. Crypto agrees to make the proprietary nature of such systems known to those of its employees or agents who may reasonably be expected to come into contact with such systems.

6. LIABILITY & INDEMNITY:

(a) Except in the event of an Apex Indemnitee’s (as defined below) fraud, gross negligence or willful misconduct, in addition to any other obligations it possesses under the provisions of this Agreement, Crypto hereby indemnifies and agrees to hold Apex and its affiliates, and its and their successors and assigns, and its and their directors, officers, agents and employees (“Apex Indemnitees”) harmless against any and all penalties, damages, losses, costs, judgments, attorney’s fees, or any other expenses awarded against an Apex Indemnitee arising out of or relating to a Crypto Account or Crypto’s activities under this Agreement. Except in the event of a Crypto Indemnitee’s (as defined below) fraud , gross negligence or willful misconduct, in addition to any other obligations it possesses under the provisions of this Agreement, Apex hereby indemnifies and agrees to hold Crypto and its affiliates, and its and their successors and assigns, and its and their directors, officers, agents and employees (“Crypto Indemnitees”) harmless against any and all penalties, damages, losses, costs, judgments, attorney’s fees, or any other expenses awarded against a Crypto Indemnitee in a final non-appealable judgment arising out of or resulting from any and all claims, demands, proceedings, suits and actions of a third party arising out of or occurring in connection with Apex’s gross negligence, willful misconduct, or fraud.

(b) Crypto shall not settle any claim, demand, proceeding, suit or action against an Apex Indemnitee without the prior written consent of the Apex Indemnitee. In the event that the Apex Indemnitee reasonably believes that Crypto is not adequately defending a claim against such Apex Indemnitee, the Apex Indemnitee shall have the right to assume the defense of such claim at the sole expense of Apex. Apex shall not settle any claim, demand, proceeding, suit or action against a Crypto Indemnitee without the prior written consent of the Crypto Indemnitee. In the event that the Crypto Indemnitee reasonably believes that Apex is not adequately defending a claim against such Crypto Indemnitee, the Crypto Indemnitee shall have the right to assume the defense of such claim at the sole expense of Crypto.

(c) Errors, misunderstandings or controversies between or among Crypto and any Correspondent or Customer shall be Crypto’s sole responsibility and liability, except in the event of Apex’s fraud, gross negligence or willful misconduct.

7. MISCELLANEOUS

(a) Effectiveness. This Agreement shall be effective as of the date first stated above.

(b) Authority. Crypto and Apex hereby represent and warrant that each has the power and authority to enter into this Agreement.

(c) Binding effect; Confidentiality. This Agreement is binding on and for the benefit of the parties and their respective successors and assigns. The parties agree that the terms of this Agreement are strictly confidential.

(d) Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of Delaware as to all matters, including but not limited to matters of validity, construction, effect and performance, exclusive of the principles of conflicts of laws thereof. In the event of a dispute between the parties, such dispute shall be settled by arbitration before arbitrators in accordance with the rules of the Arbitration Committee of FINRA then in effect. The arbitrators may allocate reasonable, out-of-pocket attorneys’ fees and arbitration costs between parties and such award shall be final and binding between the parties and judgment thereon may be entered in any court of competent jurisdiction.

(e) Severability. Notwithstanding anything to the contrary set forth herein, if any provision of this Agreement or the services contemplated by this Agreement are rendered invalid, improper, or unenforceable by virtue of a ruling or interpretation of a court of competent jurisdiction, regulator, or applicable law, the parties agree that the parties or such body, as applicable, will revise the invalid, improper, or unenforceable provision or portion of the services as necessary in order to be compliant, and enforce any such provision only to the maximum extent it deems legally permissible. The parties agree that the other provisions of this Agreement will remain in full force and effect to the maximum extent permitted thereby.

(f) Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute a single agreement. The parties agree that this Agreement may be transmitted via facsimile or other electronic means and intend that electronically transmitted signatures constitute original signatures. When each party hereto has executed and delivered to the other a counterpart, this Agreement shall become binding on both parties.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement is executed effective as of the day and year first set forth above.

APEX CLEARING CORPORATION
By:	/s/ William Capuzzi
	William Capuzzi, CEO
APEX CRYPTO LLC
By:	/s/ Andrew Tourney
	(Signature)
Name:	Andrew Tourney
	(Print Name)
Title:	Chief Compliance Officer

EX-10.23

Exhibit 10.23

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:

1. Appointment.

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 it’s 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.

3. Certain Duties of the Recipient.

Each Service Recipient shall be solely responsible for accurately and timely supplying the Service Provider with complete information relating to the Service Recipient in order for the Service Provider to provide the services set forth on Schedules.

4. Duties and Obligations of Service Provider and Service Recipient, as the case may be.

(a) Subject to the direction and control of each Service Recipient and the terms and conditions of this Agreement, including Schedule I, Service Provider shall provide to the Recipient the services set forth in Schedule I.

(b) Service Provider shall maintain and keep current its books, accounts and other documents, if any, as it deems necessary and appropriate to support the Services and the Fees addressed herein. Such books, accounts and other documents shall be made available upon request for inspection by officers, employees and auditors of any Service Recipient during Service Provider’s normal business hours.

(c) Service Provider shall permit FINRA, the Securities and Exchange Commission or any other governmental or regulatory authority to inspect Service Provider books and records regarding the payment or allocation of expenses by Service Provider which are proportionately attributable to Service Recipient that is subject to their jurisdiction or supervision.

(d) Service Provider, in performing the services required of it under the terms of this Agreement, shall be entitled to rely on the accuracy and validity of any and all Instructions, as defined below, explanations, information, specifications and documentation furnished to it on behalf of a Service Recipient and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications or documentation. For the purposes hereunder, Instructions shall mean written communications actually received by Service Provider by S.W.I.F.T., email, letter, facsimile transmission, or other method or system specified by an authorized person of PEAK6 or any Service Recipient as available for use in connection with the services hereunder.

(e) Service Provider may apply to an authorized person of each Service Recipient for Instructions with respect to any matter arising in connection with Service Provider’s performance hereunder, and Service Provider shall not be liable for any action taken or omitted to be taken by it in good faith without gross negligence or willful

misconduct in accordance with such Instructions. Such application for Instructions may, at the option of Service Provider, set forth in writing any action proposed to be taken or omitted to be taken by Service Provider with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. Service Provider shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to such date for taking or omitting to take any such action, Service Provider has received Instructions from an authorized person in response to such application specifying the action to be taken or omitted.

(f) Service Provider may consult with counsel to Service Recipient or its own counsel, at the Service Recipient’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.

(g) Service Provider shall have no duties or responsibilities whatsoever including any custodial, attorney-client or other duties, except such duties and responsibilities as are specifically set forth in this Agreement, including Schedule I, or as are otherwise required of Service Provider by laws or regulations applicable to Service Provider.

(h) Service Provider shall have no liability for any Service Recipient taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto (“Taxes”) or for any withholding or reporting of Taxes.

(i) Service Provider agrees to treat as confidential information all accounting and Service Recipient information and other business records of the applicable Service Recipient, including any information relating to any Service Recipient investment, disclosed to Service Provider in connection with its provision of services pursuant to the terms of this Agreement (all such information, the “Confidential Information”) and Service Provider shall not disclose the Confidential Information to any other person, except to (i) its employees, delegees, agents and other service providers to the Service Recipient in connection with Service Provider’s provision of services hereunder, (ii) its and the Service Recipient’s respective regulators, examiners, internal and external accountants, auditors, and counsel, or (iii) any other person when required by a court order or legal process, or whenever advised by its counsel that it would be liable for a failure to make such disclosure.

(j) Service Provider may utilize systems and/or software designed, and databases provided, by certain third parties, and shall not be liable for any loss, damage or expense that occur as a result of the failure of any such systems, software, and/or databases not caused by Service Provider’s own bad faith, gross negligence or willful misconduct. In providing the services hereunder, Service Provider is authorized to utilize any vendor (including pricing and valuation services) reasonably believed by Service Provider to be reliable. Service Provider shall not be liable for any loss, damage or expense incurred as a result of errors or omissions of any vendor utilized by Service Provider hereunder, provided, that such vendor was selected with reasonable care. No

such vendor shall be an agent or delegee of Service Provider hereunder. Maintenance of books, records, and ledgers of Service Recipient shall be in compliance with all applicable regulatory requirements. All work of Service Provider to or for a Service Recipient that results in the development, creation, improvement of, modifications to any intellectual property or results in intellectual property, rights or ownership (collectively, the “Deliverables”), shall be the sole and exclusive property of Service Recipient and Service Provider hereby understands and agrees that any and all intellectual property rights in and to any Deliverables shall be assigned to Service Recipient without retention of any such rights, including rights to use, sell, distribute, further develop or disclose such Deliverables. Deliverables shall be considered Confidential Information.

4. Standard of Care; Indemnification.

(a) Except as otherwise provided herein, Service Provider shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) resulting from, arising out of, or in connection with its performance or non-performance hereunder, except those costs, expenses, damages, liabilities or claims arising out of Service Provider’s own bad faith, gross negligence or willful misconduct. Except in the event of its bad faith, gross negligence or willful misconduct, in no event shall Service Provider be liable to any Service Recipient or any third party for special, punitive, indirect or consequential damages, or lost profits or loss of business, resulting from, arising out of, or in connection with its performance hereunder, even if previously informed of the possibility of such damages and regardless of the form of action.

(b) Notwithstanding any other provision contained in this Agreement, Service Provider shall have no duty or obligation with respect to, including any duty or obligation to determine, or advise or notify the Service Recipient of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, the Service Recipient; (ii) the taxable nature or effect on the Service Recipient of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Service Recipient; or (iv) the effect under any income tax laws of the Service Recipient making or not making any distribution, dividend payment, or election with respect thereto.

5. Compensation and Expenses.

In consideration of the Services to be rendered to the Service Recipient by Service Provider under this Agreement, Service Recipient shall pay Service Provider for the amounts determined in accordance with Exhibit B hereto. Such amounts shall be determined and paid monthly.

6. Term of Agreement.

(a) This Agreement shall be for an initial term ending on the third anniversary of the date first above written, and shall continue for successive one year periods thereafter, except that the term of this Agreement may at any time be terminated by either Service Provider giving to the Service Recipient, or any one of the Service Recipients giving to Service Provider, a notice in writing specifying the date of such termination, which date shall be not less than 60 days after the date of the giving of such notice, and the term of this Agreement shall immediately terminate with any Service Recipient upon dissolution of such Service Recipient. For the avoidance of doubt, termination by or against any one Service Recipient does not terminate this Agreement with respect to any other Service Recipient, unless such termination is by or against PEAK6.

(b) This Agreement may be terminated by a Service Recipient, with respect to that Service Recipient, at any time if Service Provider (A) commits a material breach of its obligations under this Agreement and shall fail to cure such breach within 20 days of receipt of written notice served by the Service Recipient specifying in reasonable detail the nature of such breach; (B) goes into liquidation or if a receiver is appointed for any of its assets; or (C) there is a petition of insolvency filed by or against it. This Agreement may be terminated by Service Provider at any time, with respect to a Service Recipient, if such Service Recipient (A) commits a material breach of its obligations under this Agreement and shall fail to cure such breach within 20 days of receipt of written notice served by Service Provider specifying in reasonable detail the nature of such breach; (B) goes into liquidation or if a receiver is appointed for any of its assets; or (C) there is a petition of insolvency filed by or against it. For the avoidance of doubt, termination by or against any one Service Recipient does not terminate this Agreement with respect to any other Service Recipient, unless such termination is by or against PEAK6.

(c) Upon termination and settlement of all amounts due under this Agreement, including unpaid compensation due pursuant to Section 8 and amounts due pursuant to Section 9(a), Service Provider shall, at the expense of the Service Recipient, return to the respective Service Recipient any Confidential Information provided by such Service Recipient to Service Provider pursuant to this Agreement.

7. Force Majeure.

Neither Service Provider nor any Service Recipient shall be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including acts of God; acts of war or terrorism; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; it being understood that the Service Recipient or Service Provider, as the case may be, shall use their commercially reasonable efforts to resume performance as soon as practicable under the circumstances.

8. Amendment.

This Agreement may not be amended or modified in any manner except by a written agreement executed by Service Provider and PEAK6.

9. Assignment.

This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by any party without prior written consent of the non-assigning party.

10. Governing Law; Consent to Jurisdiction.

This Agreement shall be construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles thereof. The parties hereby consent to the jurisdiction of a court situated in Cook County, Illinois in connection with any dispute arising hereunder. THE PARTIES TO THIS AGREEMENT EACH HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. TO THE EXTENT THAT IN ANY JURISDICTION THE PARTIES TO THIS AGREEMENT MAY NOW OR HEREAFTER BE ENTITLED TO CLAIM, FOR ITSELF OR ITS ASSETS, IMMUNITY FROM SUIT, EXECUTION, ATTACHMENT (BEFORE OR AFTER JUDGMENT) OR OTHER LEGAL PROCESS, THE PARTIES TO THIS AGREEMENT IRREVOCABLY AGREE NOT TO CLAIM, AND THEY HEREBY WAIVE, SUCH IMMUNITY.

11. Severability.

In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances.

12. No Waiver.

Each and every right granted to the parties hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of any party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by a party of any right preclude any other or future exercise thereof or the exercise of any other right.

13. Non-Exclusiveness.

No provision of this Agreement shall prevent Service Provider from offering services similar or identical to those covered by this Agreement to any other corporations, associations or entities of any kind. Any and all operational procedures, techniques and devices developed by Service Provider in connection with the performance of its duties and obligations under this Agreement, including those developed in conjunction with the any Service Recipient, shall be and remain the property of Service Provider, and Service Provider shall be free to employ such procedures, techniques and devices in connection with the performance of any other contract with any other person whether or not such contract is similar or identical to this Agreement.

14. Notices, Electronic Communications.

All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows:

if to Service Recipient, at:

PEAK6 Investments LLC

141 W. Jackson Blvd., Suite 500

Chicago, IL 60604

Attn: Legal

if to Service Provider, at:

PEAK6 NI LIMITED

c/o PKF-FPM

1-3 Arthur Street

Belfast

BT1 4GA

Attn: Legal

or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt.

15. No Third Party Beneficiary.

The terms and provisions of this Agreement shall inure to the benefit of the parties and their respective successors and assigns, and is made solely and specifically for their benefit. No other person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

16. Rules of Construction.

All articles or section titles or captions in this Agreement shall be for convenience only, shall not be deemed part of this Agreement and shall in no way define, limit, extend or describe the scope or intent of any provisions of this Agreement. Except as specifically provided otherwise, alphanumerical references to “Articles,” “Sections,”

“Exhibits” and “Schedules” are to the respective articles and sections of, and exhibits and schedules to, this Agreement. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The Schedules and Exhibits attached hereto are hereby incorporated herein and made a part of this Agreement. Any reference in this Agreement to schedules and exhibits shall be deemed to be a reference to such schedules and exhibits as amended and in effect from time to time. Whenever the word “including” is used herein, it shall be construed to mean “including without limitation.”

17. Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original; but such counterparts together shall constitute only one instrument.

IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers and their seals to be hereunto affixed on October 8, 2020, all effective as of the day and year first above written.

PEAK6 INVESTMENTS LLC
By:	/s/ Jay Coppoletta
	Name: Jay Coppoletta
	Title: Chief Corp. Dev. and Legal Officer

PEAK6 NI LIMITED
By:	/s/ Jay Coppoletta
Acting for and on behalf of PEAK6 NI Limited
	Name: Jay Coppoletta
	Title: Director

EXHIBIT A

SERVICE RECIPIENTS

Apex Clearing Corporation

Apex Crypto LLC

Electronic Transaction Clearing, Inc.

The Evil Geniuses (EG) LLC

Kairos Solutions LLC

PEAK6 Capital Management LLC

PEAK6 Group LLC

National Flood Services LLC

APEX CLEARING CORPORATION
By:	/s/ William Capuzzi
	Name: Bill Capuzzi
	Title: CEO

APEX CRYPTO LLC
By:	/s/ Daniel Rosenthal
	Name: Danny Rosenthal
	Title: Chief Executive Officer

THE EVIL GENIUSES (EG) LLC
By:	/s/ Jay Coppoletta
	Name: Jay Coppoletta
	Title: Secretary

KAIROS SOLUTIONS LLC
By: PEAK6 Investments LLC, its member
By:	/s/ Jay Coppoletta
	Name: Jay Coppoletta
	Title: Chief Corp. Dev. and Legal Officer

PEAK6 CAPITAL MANAGEMENT LLC
By:	/s/ Tom Simpson
	Name: Tom Simpson
	Title: CEO

PEAK6 GROUP LLC
By:	/s/ Jay Coppoletta
	Name: Jay Coppoletta
	Title: Chief Corp. Dev. and Legal Officer

NATIONAL FLOOD SERVICES LLC
By:	/s/ Jay Coppoletta
	Name: Jay Coppoletta
	Title: Authorized Officer

ELECTRONIC TRANSACTION CLEARING, INC.
By:	/s/ William Brennan
	Name: Bill Brennan
	Title: President

(Signature page to Services and Expense Sharing Agreement)

EXHIBIT B

SERVICES AGREEMENT

Fee Structure

Unless otherwise required by this Agreement or applicable law, rule or regulation, Service Recipient will be charged cost plus 15% of the following: all direct people costs, all hardware and software, and all travel costs, in each case as related to the Services provided by Service Provider to Service Recipient pursuant to this Agreement and as calculated by Service Provider in its reasonable, good-faith discretion, using a consistent methodology (the “Fees”).

SCHEDULE I

SERVICES

(a) providing all necessary or desirable engineering, technology, development, data feed, infrastructure, IT, security, and similar services as requested by Service Recipient and agreed to be performed by Service Provider from time to time;

(b) providing any other service to a Service Recipient as such Service Recipient may request and as Service Provider, in its reasonable and good faith judgment, agrees to provide to Service Recipient;

EX-10.24

Exhibit 10.24

* Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.

SUPPORT SERVICES AGREEMENT

by and between

APEX CLEARING CORPORATION

and

APEX CRYPTO LLC

Effective as of October 1, 2020

SUPPORT SERVICES AGREEMENT

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”).

W I T N E S S E T H:

WHEREAS, Apex is willing to provide or arrange for the provision of certain services to Crypto and its subsidiaries, all upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the promises contained herein, it is agreed as follows:

1. Term. The term of this Agreement shall commence as of the Effective Date hereof and shall remain in effect until the earliest to occur of (a) such time as no Services (defined below) have been provided by Apex to Crypto hereunder for a continuous period of three (3) months and no future Services are contemplated at such time, (b) the termination of this Agreement in accordance with Section 8, and (c) the first (1st) anniversary of the Effective Date hereof. This Agreement may be terminated by a party as provided herein or, as provided in Section 8, 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.

2. Services. Crypto hereby engages Apex to provide certain monitoring and support services from time to time and upon request, as set forth on Exhibit A attached hereto and as may otherwise be agreed between the parties after the Effective Date (the “Services”), on the terms and conditions set forth herein (the “Engagement”). Notwithstanding the foregoing, Apex need not make available nor provide any Services to the extent that doing so would unreasonably interfere with the performance by any employee of such employee’s duties for Apex or otherwise cause unreasonable burden to Apex.

3. Charges for Services.

(a) As compensation for the Services and the rights granted to Crypto under this Agreement, Crypto shall pay Apex the compensation set forth on Exhibit A (the Fees , which is based on a five percent (5%) mark-up above Apex’s fully-loaded costs of providing the Services. Apex shall bear all of its expenses in accomplishing the Services, unless specified in Exhibit A or agreed to in writing in advance by Crypto, including any travel or other costs or expenses and any applicable sales or use taxes. Upon reasonable request by either party, the parties shall meet and discuss the then-current Fees and whether the Fees need to be adjusted for additional or future Services, to be mutually agreed between the parties.

(b) Apex shall invoice Crypto on a quarterly basis for all Services performed by Apex and expenses to the extent reimbursable during the immediately preceding calendar quarter. Each invoice (unless disputed as otherwise provided below) shall be due and payable thirty (30) days after Crypto’s receipt thereof. If there is a reasonable and good faith dispute with regard to a portion of an invoice, Crypto shall provide notice and

detail of the dispute prior to the payment due date, and shall pay the undisputed portion as provided in this Agreement. The parties shall work together in good faith to resolve any dispute under this Section 3(b) as soon as practicable by escalating such dispute to higher levels of management if necessary.

4. Representations and Warranties.

(a) Each party represents and warrants that: (i) it has all requisite legal and corporate power to execute and deliver this Agreement; (ii) it has taken all corporate action necessary for the authorization, execution and delivery of this Agreement; (iii) no agreement or understanding with any other person, firm, corporation or other entity exists or will exist which would interfere with its obligations under this Agreement; and (iv) this Agreement is a legal, valid and binding obligation enforceable against it in accordance with the terms of this Agreement.

(b) Apex represents and warrants that it will perform the Services in a workmanlike and professional manner according to the applicable Service descriptions set forth in Exhibit A and as determined by the parties from time to time and in compliance with the terms and conditions of this Agreement.

(c) Disclaimer. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

5. Confidentiality. As used herein:

“Associated Third Parties” means third parties associated with either party, including each party’s customers, suppliers, licensors, licensees, partners, collaborators, vendors, distributors and buyers.

“Associated Third Party Confidential Information” means any and all confidential, secret, proprietary or otherwise non-public documents, materials and other information, in tangible and intangible form, including such information as may be shared prior to the Effective Date, of Associated Third Parties. By way of example, Associated Third Party Confidential Information may include the habits or practices of Associated Third Parties, technology of Associated Third Parties, requirements of Associated Third Parties and information related to the business conducted between a party and such Associated Third Parties; provided, however, that Associated Third Party Confidential Information does not include any documents, materials or other information to the extent the same have become publicly known and made generally available through no wrongful act of a party or of others.

“Confidential Information” means any and all confidential, secret proprietary or otherwise non-public documents, materials and other information, in tangible and intangible form, including such information as may be shared prior to the Effective Date, that relate to the actual or anticipated business, operations, research or development of either party, including (i) research,

2

strategies (including business, marketing, development, sales and other commercial strategies), internal practices, plans, timetables, forecasts and other information regarding a party’s products or services and markets therefor (including names, costs, pricing, sales and credit information and market studies), (ii) inventions, developments, ideas, techniques, methods, discoveries, results, trade secrets, know-how, copyrightable material, patents and patent applications, works of authorship and other confidential intellectual property, (iii) designs, specifications, documentation, components, software (including source code), object code, algorithms, data, data structures, scripts, applications, programming interfaces, images, icons, audiovisual components and objects, schematics, drawings, models, mask works, graphics, protocols, processes, formulae and other visual depictions, in whole or in part, of any of the foregoing, and (iv) marketing, human resources, legal, accounting, financial, organizational and other business information and records; provided, however, that a party’s Confidential Information does not include any of the foregoing items to the extent the same have become publicly known and made generally available through no wrongful act of the other party or of others. Each party understands and agrees that (1) the above list is not exhaustive and each party’s Confidential Information also includes documents, materials and other information marked or otherwise identified as confidential or proprietary or that would otherwise appear to a reasonable person to be confidential, secret, proprietary or otherwise non-public in the context and circumstances in which the such documents, materials or information are known or used and (2) Confidential Information developed by Apex in the course of the Engagement shall be subject to the terms and conditions hereof as if Crypto furnished the same Confidential Information to Apex in the first instance. Confidential Information also includes any personally identifiable information of an individual.

(a) During and after the term of the Engagement, each party will treat all Confidential Information and Associated Third Party Confidential Information of the disclosing party, to the extent that such disclosing party is permitted to share such information with the other party, as strictly confidential and will not, directly or indirectly, access, use, copy, remove or disclose to any entity or person (including any employee of such party not having the need and authority to know and use the Confidential Information or Associated Third Party Confidential Information, as applicable, in connection with such party’s business), in whole or in part, any Confidential Information or Associated Third Party Confidential Information, except as required in the performance of such party’s performance of its obligations hereunder or with the written authorization of an executive officer. Notwithstanding the foregoing, nothing herein shall be construed to prevent disclosure of Confidential Information or Associated Third Party Confidential Information as may be required by applicable law or regulation or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that (i) such disclosure does not exceed the extent of disclosure required by such law, regulation or order and (ii) the receiving party promptly provides written notice of any such order to an executive officer of the disclosing party and allows the disclosing party to seek a protective order or other appropriate remedy. Each party also agrees to comply with any and all reasonable policies and guidelines that may be adopted from time to time regarding the other party’s Confidential Information, Associated Third Parties and Associated Third Party Confidential Information.

(b) Each party agrees that, during the term of the Engagement, such party will not improperly use, disclose or induce the other party to use any confidential, secret, proprietary or otherwise non-public information or trade secrets of any other entity or person. Each party also agrees that it will not bring onto the other party’s premises, or transfer onto the other party’s technology systems, any unpublished document, materials, source code, proprietary information or trade secret belonging to any such other entity or person unless consented to in writing by both the other party and such other entity or person.

3

6. Indemnification; Limitation of Liability.

(a) Each Party (an”Indemnitor”) shall indemnify, defend and hold harmiess the other party and its employees, directors, members, offcers and agents (each, an “Indemnitee”) form and against any and all third-party claims and losses (inceluding reasonable attorneys’ fess) incurred by the indemnitee resulting in (i) bodily injury, death or physical damage to real or tangible personal property of such third party, to the extent such injury, death or damage is caused by the negligent act or willful misconduct of the Indemnitor in the performance of its responsibilities in connection with this Agreement, or (ii) arising from any breach of this Agreement by the indemnitor.

(b) Apex will indemnify, defend and hold harmless Crypto and its employees, directors, members, officers and agents from and against any and all third-party claims against Crypto and will pay any costs, losses or damages that may be finally awarded against Crypto (including reasonable attootneys’ fees) to the extent specifically based on any claimed infringement or misappropriation by the Services or deliverables provided by Apex of any third party copyright, trademark, trade secret, patent or other intellectual property right; provided that (a) Crypto notifies Apex in writing within thirty (30) calendar days of its receipt of written notice of the claim (provided, however, that any delay by Crypto in giving such notice shall not excuse Apex’s obligations under this Section except to the extent, if any, that Apex is prejudiced by such delay); (b) Apex has sole control of the defense and settlement of the claim; and (c) Crypto provides Apex with all reasonable assistance, information, and authority necessary to perform Apex’s under this paragraph (reasonable out-of-pocket expenses incurred by Crypto in providing such assistance will be reimbursed by Apex). Crypto may, at its own cost and expense, participate through its attorneys or otherwise in such settlement, investigation, trial and defense of such claim and any appeal arising therefrom. Notwithstanding the foregoing, Apex will have no liability for any claim of infringement or misappropriation: (i) that is based on the combination, operation, or use of any deliverables with materials (e.g., software, hardware or content) or services not furnished by Apex or any of its subcontractors; or (ii) that is based on any deliverable that has been altered or modified by Crypto or by any third party other than Apex’s subcontractors.

(c) EXCEPT WITH RESPECT TO BREACH OF A OBLIGATIONS UNDER SECTION 5 OR ANY INSTANCES OF GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT: (I) LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CRYPTO TO APEX UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, AND (II) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL), REGARDLESS OF THE FORM OF ACTION OR THEORY OF RECOVERY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Services by Third Parties. Apex may not use subcontractors or otherwise procure any of the Services or benefits specified in Section 2 hereof from a third party without Crypto s prior written consent.

4

8. Termination of Services.

(a) Termination for Convenience. Either of Crypto or Apex may discontinue Apex’s provision of any or all of the Services, or terminate this Agreement in its entirety, by providing written notice to the other party setting forth the Services to be discontinued at least thirty (30) days before the requested termination date and Apex shall discontinue providing such Services on such requested termination date. If any portion of the Services are terminated pursuant to this Section 8(a), the parties shall review and mutually agree upon reasonable adjustments to the Fees.

(b) Termination for Material Breach. Either party may terminate this Agreement with immediate effect if the other party breaches any material provision hereof and fails to cure the same within fifteen (15) days of written notice thereof.

(c) Termination in the Event of a Change of Control. In the event that either Apex or Crypto undergoes a change of Control such that after such transaction is consummated Apex and Crypto will no longer remain under common Control, either party may terminate this Agreement as of the effective date of such change of Control by providing written notice to the other party. “Control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or executor, by contract or credit arrangement or otherwise.

(d) Post-Termination Payments. Notwithstanding any provision herein to the contrary, all payment obligations hereunder shall survive the happening of any event causing termination of this Agreement until all amounts due hereunder in respect of the period prior to the date of termination have been paid.

9. Excused Performance. Apex does not warrant that any of the Services shall be free of interruption caused by any cause or circumstance beyond its reasonable control, including without limitation any strikes, lockouts, accidents, or inability to obtain third-party cooperation. No such interruption of Services shall be deemed to constitute a breach of any kind whatsoever and Apex shall have no liability to Crypto for any such interruption of services or benefits.

10. Miscellaneous.

(a) This Agreement and all the covenants herein contained shall be binding upon the parties hereto, their respective successors, legal representatives and assigns. Neither party shall have the right to assign all or any portion of their obligations or interests in this Agreement or any monies which may be due pursuant hereto without the prior written consent of the other party, except that either party may assign this Agreement, in connection with any transfer, by operation of law or otherwise (including a change of Control of such party), of all or substantially all of the business or assets of such party relating to this Agreement to the transferee of such business or assets, subject in Section 8(c).

5

(b) 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. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. This Agreement may not be modified or amended except by a writing signed by officers of each of the parties hereto.

(c) Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities whatsoever.

(d) This Agreement constitutes the entire agreement of the parties with respect to the Services 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 by Apex or any of its respective affiliates, on the one hand, and Crypto or any of its subsidiaries or affiliates, on the other hand.

(f) This Agreement is made pursuant to and shall be governed and construed in accordance with the laws of the State of Illinois, without regard to the principles of conflict of laws thereof. Each party submits to the exclusive jurisdiction of the state and federal courts located in Chicago, Illinois in connection with any disputes arising hereunder.

(g) The parties hereby waive and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

(h) EACH OF APEX AND CRYPTO (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

(i) 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.

(j) Sections 4, 8(d) and 10 shall survive the termination, amendment, modification or waiver of this Agreement indefinitely.

6

(k) 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, or by email addressed as follows:

(i) If to Apex:

Apex Clearing Corporation

350 St. Paul St., Suite 1300

Dallas, Texas 75201

Attn: Legal Department

Email: apex-legal@apexclearing.com

(ii) If to Crypto:

Apex Crypto LLC

141 W. Jackson Blvd., Suite 50

Chicago, IL 60604

Attn: Legal Department

Email: legal@peak6.com

The address of either party may be changed on notice to the other party hereto duly served in accordance with the foregoing provisions.

(l) If any part of any provision of this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement.

(m) This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of a facsimile, PDF or other electronic version of one or more signatures to this Agreement shall be deemed adequate delivery for purposes of this Agreement.

[Signature Page Follows]

7

IN WITNESS WHERE OF, the parties hereto have executed or caused this Support Services Agreement to be executed in their respective names by their respective officers thereunto duly authorized, as of the date first written above.

APEX CLEARING CORPORATION
By:	/s/ William Capuzzi
	Name: William Capuzzi
	Title: Chief Executive Officer

APEX CRYPTO LLC
By:	/s/ Daniel Rosenthal
	Name: Daniel Rosenthal
	Title: CEO

Signature page to Support Services Agreement

EXHIBIT A

DESCRIPTION OF SERVICES AND COMPENSATION

DESCRIPTION OF SERVICES

1. Services to Be Performed by Apex.

• Support and maintenance services as needed and requested by Crypto

• 24/7 alert and monitoring support as needed and requested by Crypto

• Apex will provide “Pager Duty” licenses to Crypto

DESCRIPTION OF COMPENSATION

1. Crypto shall be charged a total amount of $[****] per month (to be invoiced $[****] quarterly) for the the "Pager Duty” licenses provided by Apex.

2. Additionally, Crypto shall be charged all direct people costs provided by Apex pursuant to this Agreement and as calculable by Apex in its reasonable, good-faith discretion, using a consistent methodology.

Exhibit A to Support Services Agreement

EX-10.25

Exhibit 10.25

*Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.

EXECUTION

SUPPORT SERVICES AGREEMENT

by and between

PEAK6 INVESTMENTS, L.P.

and

APEX CLEARING HOLDINGS LLC

Dated as of June 5, 2012

SUPPORT SERVICES AGREEMENT

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”).

W I T N E S S E T H :

WHEREAS, the Providing Party is willing to provide or arrange for the provision of certain services to the Receiving Party and its subsidiaries, all upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises contained herein, it is agreed as follows:

1. Term. The term of this Agreement shall commence as of the date hereof and shall remain in effect until the earliest to occur of (a) such time as no services have been provided by the Providing Party to the Receiving Party hereunder for a continuous period of three (3) months, (b) the termination of this Agreement in accordance with Section 11, and (c) the third (3rd) anniversary of the date hereof; provided, however, that this Agreement shall not terminate pursuant to this clause (c) and shall automatically be renewed for additional one (1) year periods at the end of each prior period unless the Receiving Party shall have notified the other parties in writing at least ninety (90) days prior to the end of such period that this Agreement shall not be renewed. This Agreement may be terminated by a party as provided herein or, as provided in Section 11, 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.

2. Services. During the term hereof, and upon the terms and conditions set forth herein, the Receiving Party may from time to time request, and upon such a request, to the extent it is reasonable as determined by the Providing Party in good faith, the Providing Party agrees to use commercially reasonable efforts to provide, or cause to be provided through an affiliate, or otherwise, at the Receiving Party’s expense as provided herein, the following services:

(a) Payroll Services. Certain payroll services, which shall include preparation of payroll checks for the Receiving Party’s employees and maintenance of employee payroll records, and making provision for the associated payroll for payments and similar charges.

(b) Financial, Risk Management and Operations Services. Assist the Receiving Party in establishing and maintaining bank accounts, investing short-term funds, credit analysis, risk management, risk/credit review for potential clients, obtaining lines of credit, purchasing capital improvements (including supplies and equipment), and providing technical advice as requested on commercial contracts and client/business development (it being understood that the Providing Party shall have no obligation to guarantee or provide other credit support for the obligations of the Receiving Party).

(c) Accounting and Treasury Services. Accounting and treasury services, which shall include maintaining financial books and records for the Receiving Party, assisting in the preparation of the Receiving Party’s financial statements and such other accounting and treasury services as may be requested from time to time.

(d) Legal Services. Such legal counsel as may be requested from time to time. All amounts received by the Providing Party under Section 4 for legal services shall be used solely to reimburse a portion of the compensation and benefits expense for the members of Providing Party’s internal legal departments. The Receiving Party hereby acknowledges and agrees that the legal services provided to the Receiving Party will be provided by the same legal counsel as are providing legal services to the Providing Party, as the case may be, and that conflicts of interest with respect to such representation may arise. By executing this Agreement, the Receiving Party explicitly acknowledges the possibility of, and waives any claims, cause of action or damages resulting from, such conflicts. In the event that a conflict arises between the Receiving Party and the Providing Party, as reasonably determined by the Providing Party, as the case may be, the legal department of the Providing Party, as the case may be, will cease its representation of the Receiving Party, but may continue its representation of the Providing Party, as the case may be, and the Receiving Party agrees not to seek to disqualify such legal department from representing the Providing Party, as the case may be, based on such legal department’s prior representations of the Receiving Party pursuant to this Agreement.

(e) Human Resources. Human resources services, which shall include assistance in hiring and terminating employees and administering employee benefits, as may be requested in relation to the operation of the Receiving Party.

(f) IT Services and Communication Facilities. Information technology support services and other information technology services as may be requested from time to time.

(g) Promotional Sales and Marketing. Promotional sales and marketing services to the Receiving Party as agreed by the Providing Party and the Receiving Party from time to time.

(h) Miscellaneous. Such other miscellaneous services to the Receiving Party as the parties may reasonably agree.

For purposes of this Section 2, the Receiving Party shall include each of the subsidiaries of the Receiving Party. Notwithstanding the foregoing, Providing Party need not make available nor provide any services to the extent that doing so would unreasonably interfere with the performance by any employee of such employee’s duties for Providing Party or otherwise cause unreasonable burden to Providing Party.

2

3. Authority. Notwithstanding anything to the contrary contained in Section 2 hereof, the parties hereto acknowledge and agree that the Providing Party shall provide, or arrange for third parties to provide, the services set forth in Section 2 of this Agreement subject to the ultimate authority of the Receiving Party to control its own business and affairs. Each party acknowledges that the services provided hereunder by the Providing Party, or arranged by the Providing Party to be provided by third parties, are intended to be administrative, technical and ministerial and are not intended to set policy for the Receiving Party.

4. Charges for Services. In consideration for providing the services to the Receiving Party as provided for in Section 2 hereof, and except as otherwise expressly set forth therein, the Receiving Party shall pay (a) to the Providing Party, the Fully Allocated Cost of such services and (b) to the Providing Party, an amount equal to [****] of the Receiving Party’s consolidated gross revenues for the period covered by each invoice delivered by the Providing Party pursuant to Section 9 below (the “Revenue Fee”). For purposes of this Section 4, “Fully Allocated Cost” shall mean the direct and indirect economic costs incurred by the Providing Party, as the case may be, as a result of the provision of such services allocated to the provision of such services in a manner that is both (i) reasonable and (ii) consistent with the methodology then employed by the Providing Party and its affiliates in connection with the provision of similar services to related parties. Fully Allocated Cost shall include, but not be limited to, labor costs (including, without limitation, salary and benefits), information technology and telecommunications infrastructure costs, real estate costs, regulatory costs, administrative overhead and Taxes (but only to the extent invoiced in a manner consistent with the second to last sentence of this paragraph). The Providing Party shall not charge the · Receiving Party any portion of any Tax for which the Providing Party receives a rebate or credit, or for which the Providing Party is entitled to a rebate or credit. Any Taxes required to be charged in respect of services provided by the Providing Party hereunder shall be charged in addition to any charges otherwise due hereunder, and shall be separately stated and included in the relevant invoice. For the purpose of this Agreement, “Taxes” shall mean only sales, value added or similar taxes and shall expressly exclude any taxes imposed on income or franchise or other similar taxes in lieu of income taxes.

5. Other Benefits and Services. From time to time, the Providing Party may agree to assist the Receiving Party in the purchase of other benefits or services. In such event, the parties shall agree upon a mutually satisfactory basis of allocation of costs.

6. Materials and Equipment. Receiving Party shall, and shall cause its affiliates to, purchase from the Providing Party and its affiliates, or bear an allocation of costs in respect of, materials and equipment on the same basis and methodology then employed by the Providing Party and its affiliates in connection with the provision of similar materials and equipment to related parties.

7. Exculpation and Indemnity. The Providing Party (including its affiliates and control persons and its respective officers, directors and employees) shall not be liable to the Receiving Party or its affiliates or subsidiaries and each of its respective members, officers, directors or employees, shareholders, agents or representatives for any acts or omissions taken

3

or not taken in connection with this Agreement, except for acts or omissions constituting fraud or willful misconduct by the Providing Party in the performance of its duties under this Agreement or as a result of an intentional material breach of this Agreement by the Providing Party of the terms of this Agreement. The Receiving Party shall indemnify, defend and hold harmless the Providing Party (and its affiliates and control persons and its respective officers, agents, representatives, directors and employees) from and against any and all claims, causes of action or liabilities of any nature whatsoever (including reasonable attorneys’ fees) arising out of or in connection with any claim against the Providing Party (or its affiliates and control persons and its respective officers, agents, representatives, directors and employees), as the case may be, under or otherwise in connection with this Agreement, except where such claim is attributable to the fraud or willful misconduct of the Providing Party in the performance of its duties under this Agreement or an intentional material breach by the Providing Party of the terms of this Agreement. In no event shall the Receiving Party be required to indemnify the Providing Party for any consequential, indirect, incidental or special damages of any nature for the matters contemplated by this Agreement. In no event shall the Providing Party be liable for any damages to the Receiving Party or any other party hereunder in excess of the amount paid to it hereunder.

8. Documentation. The Providing Party’s charges to the Receiving Party for all services and benefits provided to the Receiving Party hereunder shall be substantiated by appropriate schedules, invoices, and other appropriate documentation, including, without limitation, the method of allocation and proof of payment of Taxes to the relevant taxing authority.

9. Invoicing and Billing. The Receiving Party shall, within thirty (30) days after the end of each calendar month, provide a statement of the Receiving Party’s gross revenues for the preceding calendar month (“Revenue Statement”) for purposes of calculating the amount owed by the Receiving Party to the Providing Party pursuant to Section 4(b) hereof. If the Receiving Party does not provide a Revenue Statement within the time period set forth in the preceding sentence, the Providing Party shall be entitled to calculate the amount owed by the Receiving Party to the Providing Party pursuant to Section 4(b) hereof based on its good faith estimate of the revenues of the Receiving Party for such period. The Providing Party shall invoice the Receiving Party on a monthly basis in arrears for charges for services provided to the Receiving Party pursuant hereto in accordance with Section 4(a) as incurred and for the amount payable to the Providing Party in accordance with Section 4(b), such invoices to be delivered to the Receiving Party within the later of (a) fifteen (15) days after the delivery to the Providing Party by the Receiving Party of a Revenue Statement and (b) thirty (30) days after the end of the applicable calendar month. The Receiving Party shall pay to the Providing Party the amount set forth in each invoice provided under this Agreement within thirty (30) days of the Receiving Party’s receipt of the applicable invoice. To the extent commercially reasonable, the Providing Party shall invoice such charges in a manner that will minimize any Taxes imposed on the Receiving Party.

4

10. Services by Third Parties. The Providing Party may, at the Receiving Party’s expense in accordance with Section 4, procure any of the services or benefits specified in Section 2 hereof from a third party.

11. Termination of Services. Either of the Receiving Party or the Providing Party may discontinue the Providing Party’s provision of all of the services, or any of the individual services, described in Section 2 of this Agreement by providing written notice to the other parties setting forth the services to be discontinued at least six (6) months before the requested termination date and the Providing Party shall discontinue providing such services on such requested termination date. In addition, the Providing Party, on the one hand, and the Receiving Party, on the other hand, shall have the right to terminate this Agreement with immediate effect if the Receiving Party, on the one hand, or the Providing Party, on the other hand, materially breaches any provision hereof and fails to cure the same within fifteen (15) days of written notice thereof. Notwithstanding the foregoing, in no event may the Revenue Fee be terminated reduced or eliminated.

12. Excused Performance. The Providing Party does not warrant that any of the services or benefits herein agreed to be provided shall be free of interruption caused by any cause or circumstance beyond its reasonable control; including without limitation any strikes, lockouts, accidents, or inability to obtain third-party cooperation. No such interruption of services or benefits shall be deemed to constitute a breach of any kind whatsoever and the Providing Party shall have no liability to the Receiving Party for any such interruption of services or benefits.

13. Post-Termination Payments. Notwithstanding any provision herein to the contrary, all payment obligations hereunder shall survive the happening of any event causing termination of this Agreement until all amounts due hereunder in respect of the period prior to the effective date of termination have been paid.

14. Miscellaneous.

(a) This Agreement and all the covenants herein contained shall be binding upon the parties hereto, their respective successors, legal representatives and assigns. Except as otherwise expressly provided for herein, none of the parties shall have the right to assign all or any portion of their obligations or interests in this Agreement or any monies which may be due pursuant hereto without the prior written consent of the other parties; provided, however, that the Providing Party shall have the right to assign this Agreement, in whole or in part, to any of its affiliates, or cause such entities to perform hereunder.

(b) 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. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. This Agreement may not be modified or amended except by a writing signed by officers of each of the parties hereto.

5

(c) Other than as expressly provided in Section 7 of this Agreement, nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities whatsoever.

(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 by the Providing Party or any of its respective affiliates, on the one hand, and the Receiving Party or any of its subsidiaries or affiliates, on the other hand.

(f) This Agreement is made pursuant to and shall be governed and construed in accordance with the laws of the State of Illinois, without regard to the principles of conflict of laws thereof. Each party submits to the exclusive jurisdiction of the state and federal courts located in Chicago, Illinois in connection with any disputes arising hereunder.

(g) The parties hereby waive and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

(h) EACH OF THE PROVIDING PARTY AND THE RECEIVING PARTY (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

(i) 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.

(j) Sections 4, 7, 9, 11, 12, 13 and 14 shall survive the termination, amendment, modification or waiver of this Agreement indefinitely.

6

(k) 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 the Providing Party:

PEAK6 Investments, L.P.

141 W. Jackson Blvd., Suite 500

Chicago, IL 60604

Attn: CEO and Chief Legal Officer

(ii) If to the Receiving Party:

Apex Clearing Holdings LLC

141 W. Jackson Blvd., Suite 500

Chicago, IL 60604

Attn: CEO and Chief Legal Officer

The address of any party hereto may be changed on notice to the other parties hereto duly served in accordance with the foregoing provisions.

(l) If any part of any provision of this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement.

(m) This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of a telecopied version of one or more signatures on this Agreement shall be deemed adequate delivery for purposes of this Agreement. Delivery of a facsimile or other electronic version of one or more signatures to this Agreement shall be deemed adequate delivery for purposes of this Agreement.

[Signature Pages Follow]

7

IN WITNESS WHEREOF, the parties hereto have executed or caused this Support Services Agreement to be executed in their respective names by their respective officers thereunto duly authorized, as of the date first written above.

PEAK6 INVESTMENTS, L.P.
By:	/s/ Jay Coppoletta
	Name: Jay Coppoletta
	Title: Chief Legal Officer
APEX CLEARING HOLDINGS LLC
By:	/s/ Danny Rosenthal
	Name: Danny Rosenthal
	Title: Chief Executive Officer and President

[Signature page to Apex Clearing Holdings LLC Support Services Agreement]

EX-10.26

Exhibit 10.26

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:

ARTICLE I

DEFINED TERMS

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.

ARTICLE II

AMENDMENTS

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.

ARTICLE III

MISCELLANEOUS

Section 3.1 References to the Original Agreement. Except for the amendments expressly set forth above, the Original Agreement is unmodified hereby. Reference to this specific Addendum need not be made in the Original Agreement, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Original Agreement, any reference in any of such items to the Original Agreement being sufficient to refer to the Original Agreement as amended hereby. This Addendum is expressly made a part of the Original Agreement.

Section 3.2 Incorporation of Provisions. Sections 7 and 14 of the Original Agreement are incorporated by reference herein mutatis mutandis.

**********

IN WITNESS WHEREOF, the parties hereto have executed this Addendum and Amendment to Support Services Agreement as of the day and year first written above.

PEAK6 INVESTMENTS, L.P.
By:	/s/ Jay Coppoletta
	Name: Jay Coppoletta
	Title: Chief Corporate Development and Legal Officer

APEX CLEARING HOLDINGS LLC
By:	/s/ Daniel Rosenthal
	Name: Daniel Rosenthal
	Title: CEO

APEX CLEARING CORPORATION
By:	/s/ Daniel Rosenthal
	Name: Daniel Rosenthal
	Title: CEO

Schedule A

EX-10.27

Exhibit 10.27

*Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.

Second Addendum and Amendment to Support Services Agreement

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”).

WHEREAS, on June 5, 2012, Providing Party and ACH entered into that certain Support Services Agreement (the “Original Agreement”); and

WHEREAS, on December 1, 2012, ACH, Providing Party, and Apex entered into an Addendum and Amendment to add Apex as a party to the Original Agreement; and

WHEREAS, ACH, Providing Party, and Apex desire to enter into this Addendum to specify pricing to be paid for certain specific services to be provided under the Original Agreement, as amended.

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:

ARTICLE I

DEFINED TERMS

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.

ARTICLE II

AMENDMENTS

Section 2.1 Charges for Services.

(a) The parties agree that the rates for the services set forth below were determined in accordance with Section 4 of the Original Agreement, as amended, and are the applicable rates for the services and time periods specified below.

(i) Equity and Option Pricing. Providing Party will provide Apex with raw equity and option prices from Providing Party’s pricing server for use by Apex with its real-time risk systems. The cost for this service from March 1, 2013 through December 31, 2013 is $[****] per month. Beginning on January 1, 2014, the cost for this service increases to $[****] per month.

(ii) Option Pricing Calculator. Providing Party will provide Apex with use of its option pricing calculator to use in calculating option greeks and PnL slides. The cost for this service is $5,000 per month.

(b) The parties agree that the services specified above may be terminated without penalty: (i) by Apex by providing thirty days’ written notice to Providing Party; or (ii) by Providing Party by providing ninety days’ written notice to Apex.

ARTICLE III

MISCELLANEOUS

Section 3.1 References to the Original Agreement. Except for the amendments expressly set forth above, the Original Agreement is unmodified hereby. Reference to this specific Addendum need not be made in the Original Agreement, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Original Agreement, any reference in any of such items to the Original Agreement being sufficient to refer to the Original Agreement as amended hereby. This Addendum is expressly made a part of the Original Agreement.

Section 3.2 Incorporation of Provisions. Sections 7 and 14 of the Original Agreement are incorporated by reference herein mutatis mutandis.

**********

IN WITNESS WHEREOF, the parties hereto have executed this Second Addendum and Amendment to Support Services Agreement as of the day and year first written above.

PEAK6 INVESTMENTS, L.P.
By:	/s/ Jay Coppoletta
	Name: Jay Coppoletta
	Title: Chief Corporate Development & Legal Officer
APEX CLEARING HOLDINGS LLC
By:	/s/ Daniel Rosenthal
	Name: Daniel Rosenthal
	Title: CEO
APEX CLEARING CORPORATION
By:	/s/ Daniel Rosenthal
	Name: Daniel Rosenthal
	Title: CEO

EX-10.28

Exhibit 10.28

Third Addendum and Amendment to Support Services Agreement

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”).

WHEREAS, on June 5, 2012, Providing Party and ACH entered into that certain Support Services Agreement (the “Original Agreement”); and

WHEREAS, on December 1, 2012, ACH, Providing Party, and Apex entered into an Addendum and Amendment to add Apex as a party to the Original Agreement; and

WHEREAS, on September 26, 2013, ACH, Providing Party, and Apex entered into a Second Addendum and Amendment to specify the pricing to be paid for certain specific services to be provided under the Original Agreement, as amended (the “Second Addendum”); and

WHEREAS, ACH, Providing Party, and Apex desire to enter into this Addendum to amend the Second Addendum.

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 are hereby acknowledged, the undersigned hereto agree as follows:

ARTICLE I

DEFINED TERMS

Section 1.1 Use of Defined Terms. Unless otherwise defined herein or the contest otherwise requires, terms for which meanings are provided in the Original Agreement shall have the meanings when used in this Addendum.

ARTICLE II

AMENDMENTS

Section 2.1 Amendment to Charges for Services in the Second Addendum.

(a) The parties agree to amend the Charges for Services in Section 2.1 of the Second Addendum to include the rate for the service set forth below.

“(iii) Infrastructure Hosting. Providing Party will provide Apex with hosting services and use of its servers and infrastructure for dedicated equity and option pricing feeds. The cost for this service, which is expected to begin in May 2014, is $5,000 per month. There will be no additional charges to Apex for setup or maintenance associated with this service. Apex will not be charged until the service begins. Providing Party may terminate this hosting service upon 45 days prior written notice.”

(b) The parties agree to further amend the Charges for Services in Section 2.1 of the Second Addendum by adding the following:

“(c) Providing Party will provide Apex with reasonable access to IT resources for the purpose of diagnosing and addressing issues that Providing Party may encounter with respect to the equity and option pricing feeds. Providing Party will work with Apex to ensure that Apex gets up-to-date releases in a timely and reliable manner.”

ARTICLE III

MISCELLANEOUS

Section 3.1 References to the Original Agreement. Except for the amendments expressly set for above, the Original Agreement is unmodified hereby. Reference to this specific Addendum need not be made in the Original Agreement, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Original Agreement, any reference in any of such items to the Original Agreement being sufficient to refer to the Original Agreement as amended hereby.

Section 3.2 Incorporation of Provisions. Sections 7 and 14 of the Original Agreement are incorporated by reference herein mutatis mutandis.

**********

2

IN WITNESS WHEREOF, the parties hereto have executed this Third Addendum and Amendment to Support Services Agreement as of the day and year first written above.

PEAK6 INVESTMENTS, L.P.
By:	/s/ Jay Coppoletta
	Name: Jay Coppoletta
	Title: Chief Corporate Development and Legal Officer
APEX CLEARING HOLDINGS LLC
By:	/s/ Daniel Rosenthal
	Name: Danny Rosenthal
	Title: CEO
APEX CLEARING CORPORATION
By:	/s/ Daniel Rosenthal
	Name: Danny Rosenthal
	Title: CEO

3

EX-10.29

Exhibit 10.29

*Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.

Third Addendum and Amendment to Support Services Agreement

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”).

WHEREAS, on June 5, 2012, Providing Party and ACH entered into that certain Support Services Agreement (the “Original Agreement”); and

WHEREAS, on December 1, 2012, ACH, Providing Party and Apex entered into an Addendum and Amendment to add Apex as a party to the Original Agreement; and

WHEREAS, ACH, Providing Party and Apex desire to enter into this Addendum to specify pricing to be paid for certain specific services to be provided under the Original Agreement, as amended.

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:

ARTICLE I

DEFINED TERMS

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.

ARTICLE II

AMENDMENTS

Section 2.1 Charges for Services.

(a) The parties agree that the rates for the services set forth below were determined in accordance with Section 4 of the Original Agreement, as amended, and are the applicable rates for the services and time periods specified below.

(i) Consulting Services. Providing Party will provide Apex with certain consulting services, as outlined below. The cost for these services from January 1 , 2014 through December 31, 2014 is as follows:

	Annual Rate			Monthly Rate
Legal	$	[	****]	$	[	****]
Compliance	$	[	****]	$	[	****]
Finance	$	[	****]	$	[	****]
HR	$	[	****]	$	[	****]
Campus Recruiting	$	[	****]		[	****]

(b). The parties agree that the services specified in Section 2.1 (a) hereof may be terminated without penalty: (a) by Apex by providing thirty days’ written notice to Providing Party; or (ii) by Providing Party by providing ninety days’ written notice to Apex.

(c). Services by Certain Individuals. The parties agree that the services provided to Apex by the below individuals will reflect the following rate:

(i) For the dates January 1, 2014 through December 31, 2014:
Danny Rosenthal	$[****]
(ii) For the dates April 1, 2014 through December 31,2014:
Jud Pyle	$[****]
(iii) For the dates January 1, 2014 through April 30, 2014:
C. Fesler	$[****]

ARTICLE III

MISCELLANEOUS

Section 3.1 References to the Original Agreement. Except for the amendments expressly set forth above, the Original Agreement is unmodified hereby, Reference to this specific Addendum need not be made in the Original Agreement, or any other instrument or document executed in connection therewith, or in any certificate, any reference in any of such items to the Original Agreement being sufficient to refer to the Original Agreement as amended hereby. This Addendum is expressly made a party of the Original Agreement.

Section 3.2 Incorporation of Provisions. Sections 7 and 14 of the Original Agreement are incorporated by reference herein mutatis mutandis.

**********

IN WITNESS WHEREOF, Each of the parties has caused this Amendment to be executed by its duly authorized representative with effect as of June 27, 2014.

PEAK6 INVESTMENTS, L.P.
By:	/s/ Jay Coppoletta
	Name: Jay Coppoletta
	Title: Chief Corporate Development and Legal Officer

APEX CLEARING HOLDINGS LLC
By:	/s/ Daniel Rosenthal
	Name: Daniel Rosenthal
	Title: CEO

APEX CLEARING CORPORATION
By:	/s/ Daniel Rosenthal
	Name: Daniel Rosenthal
	Title: CEO

EX-10.30

Exhibit 10.30

Fifth Addendum and Amendment to Support Services Agreement

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”).

WHEREAS, on June 5, 2012, Providing Party and ACH entered into that certain Support Services Agreement (the “Original Agreement”); and

WHEREAS, on December 1, 2012, ACH, Providing Party and Apex entered into an Addendum and Amendment to add Apex as a party to the Original Agreement; and

WHEREAS, ACH, Providing Party and Apex desire to enter into this Addendum to specify responsibilities required by Apex for Apex to continue to receive certain pricing services from the Providing Party.

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:

ARTICLE I

DEFINED TERMS

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.

ARTICLE II

AMENDMENTS

Section 2.1 Charges for Services.

(a) The parties agree that the fee arrangement for the services set forth below was determined in accordance with Section 4 of the Original Agreement, as amended, and is applicable for the services specified below as of January 1, 2016 and continuing for as long as such services are provided or until earlier amended pursuant to the Original Agreement.

(i) Pricing and Infrastructure Services. Providing Party will provide Apex with certain pricing and infrastructure consulting services, as outlined below. The cost for these services is as follows:

	Annual Rate		Monthly Rate
* Infrastructure services other than infrastructure hosting	$	[****]	$	[****]
Infrastructure hosting	$	[****]	$	[****]
Equity and option pricing	$	[****]	$	[****]
Option pricing calculator	$	[****]	$	[****]

* Infrastructure services shall include provision by Providing Party of infrastructure personnel (and, for the avoidance of doubt, not equipment or other materials) for network engineering and administration, 2^nd level Windows Engineering, 2^nd level Unix Engineering, general IT management, IT procurement (but not including the costs of equipment and/or material so maintained) and information security administration.

** Providing party receives certain DBA support and overnight monitoring services from Apex at a rate of $[****]/month and $[****]/month, respectively. The collective monthly amount for these services will be deducted from the monthly amount paid by Apex for Infrastructure services so that the actual monthly amount paid by Apex to Providing Party is $[****].

(ii) Other Consulting Services. Providing Party will provide Apex with certain additional consulting services, listed below, and, from time to time, services from specific individuals. Providing Party will bill Apex, in accordance with the Original Agreement, for the actual time spent rendering such services to Apex.

Finance	Consulting
Tax	Marketing
HR & Recruiting	Legal and Contract Negotiation

(b). The parties agree that the services listed in Section 2.1(a) hereof may be terminated without penalty: (a) by Apex by providing thirty days’ written notice to Providing Party; or (ii) by Providing Party by providing ninety days’ written notice to Apex.

Section 2.2 Equity and Option Pricing Services. The parties agree that in order for Apex to continue to receive certain pricing services from Providing Party pursuant to Section 2 of the Original Agreement, as amended, Apex hereby agrees as follows:

a. Apex will register with each applicable exchange and disclose the origin of its pricing;

b. Apex will pay for any new or additional costs that Providing Party incurs as a result of Providing Party’s provision of the pricing data to Apex;

c. Apex will be responsible for applicable regulatory reporting and responding to any exchange audits; and

d. Apex will, in addition to its indemnity obligations in Section 7 of the Original Agreement, indemnify and hold harmless Providing Party from any and all losses whatsoever related to, connected with or resulting from Apex’s reporting (or lack of reporting) to exchanges or similar organizations and/or Apex’s receipt and/or use of data and/or pricing from PEAK6.

ARTICLE III

MISCELLANEOUS

Section 3.1 References to the Original Agreement. Except for the amendments expressly set forth above, the Original Agreement is unmodified hereby. Reference to this specific Addendum need not be made in the Original Agreement, or any other instrument or document executed in connection therewith, or in any certificate, any reference in any of such items to the Original Agreement being sufficient to refer to the Original Agreement as amended hereby. This Addendum is expressly made a party of the Original Agreement.

Section 3.2 Incorporation of Provisions. Sections 7 and 14 of the Original Agreement are incorporated by reference herein mutatis mutandis.

***********

IN WITNESS WHEREOF, Each of the parties has caused this Amendment to be executed by its duly authorized representative with effect as of January 1, 2017.

PEAK6 INVESTMENTS, L.P.
By:	/s/ Jay Coppoletta
	Name: Jay Coppoletta
	Title: Chief Corporate Development + Legal Officer

APEX CLEARING HOLDINGS LLC
By:	/s/ Jay Coppoletta
	Name: Jay Coppoletta
	Title: Chief Corp. Dev. + Legal Officer of PEAK6 Investments, L.P., its manager

APEX CLEARING CORPORATION
By:	/s/ William Capuzzi
	Name: William Capuzzi
	Title: CEO

EX-10.31

Exhibit 10.31

*Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.

Sixth Addendum and Amendment to Support Services Agreement

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”).

WHEREAS, on June 5, 2012, Providing Party and ACH entered into that certain Support Services Agreement (the “Original Agreement”); and

WHEREAS, on December 1, 2012, ACH, Providing Party and Apex entered into an Addendum and Amendment to add Apex as a party to the Original Agreement; and

WHEREAS, ACH, Providing Party and Apex desire to enter into this Addendum to specify responsibilities required by Apex for Apex to continue to receive certain pricing services from the Providing Party.

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:

ARTICLE I

DEFINED TERMS

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.

ARTICLE II

AMENDMENTS

Section 2.1 Charges for Services.

(a) The parties agree that the fee arrangement for the services set forth below was determined in accordance with Section 4 of the Original Agreement, as amended, and is applicable for the services specified below as of January 1, 2018 and continuing for as long as such services are provided or until earlier amended pursuant to the Original Agreement.

(i) Pricing and Infrastructure Services Provided by Providing Party. Subject to Section 2.1(b) hereof, Providing Party will provide Apex with any of the pricing and infrastructure consulting services outlined below. The cost for these services is as follows:

[****]

(ii) Other Consulting Services Provided by Providing Party. Subject to Section 2.1(b) hereof, Providing Party will provide Apex with certain additional consulting services, listed below, and, from time to time, services from specific individuals. Providing Party will bill Apex, in accordance with the Original Agreement, for the actual time spent rendering such services to Apex.

Finance	Legal and Contract Negotiation
Tax	Facilities
HR & Recruiting	Business Development
Consulting	Technology Management
Marketing	Compliance

(iii) Pricing and Infrastructure Services Provided by Apex. Subject to Section 2.1(b) hereof, Apex will provide Providing Party with any of the pricing and infrastructure consulting services outlined below. The cost for these services is as follows:

[****]

(b) The parties agree that each of the services listed as a line item in Section 2.1(a) hereof may be terminated individually without penalty by Apex or Providing Party by providing written notice, which may be via email sent by an authorized officer of such party, to the other party. Such termination shall be effective beginning the final day of the month in which such written notice is received by the other party, and, upon such termination effective date, the party receiving such terminated service shall no longer be obligated to pay for such terminated service.

ARTICLE III

MISCELLANEOUS

Section 3.1 References to the Original Agreement. Except for the amendments expressly set forth above, the Original Agreement is unmodified hereby. Reference to this specific Addendum need not be made in the Original Agreement, or any other instrument or document executed in connection therewith, or in any certificate, any reference in any of such items to the Original Agreement being sufficient to refer to the Original Agreement as amended hereby. This Addendum is expressly made a party of the Original Agreement.

Section 3.2 Amendments. This Addendum, including the costs and services set forth herein, may be amended, modified or supplemented at any time by mutual written agreement of the parties to this Addendum, which agreement may be via email between authorized officers of the parties hereto.

Section 3.3 Incorporation of Provisions. Sections 7 and 14 of the Original Agreement are incorporated by reference herein mutatis mutandis.

**********

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representative with effect as of January 1, 2018.

PEAK6 INVESTMENTS, L.P.
By:	/s/ Jay Coppoletta
	Name: Jay Coppoletta
	Title: Chief Corporate Development & Legal Officer
APEX CLEARING HOLDINGS LLC
By:	/s/ Jay Coppoletta
	Name: Jay Coppoletta
	Title: Manager
APEX CLEARING CORPORATION
By:	/s/ William Capuzzi
	Name: William Capuzzi
	Title: Chief Executive Officer

EX-10.32

Exhibit 10.32

Seventh Addendum and Amendment to Support Services Agreement

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”).

WHEREAS, on June 5, 2012, Providing Party and ACH entered into that certain Support Services Agreement (the “Original Agreement”); and

WHEREAS, on December 1, 2012, ACH, Providing Party and Apex entered into an Addendum and Amendment to add Apex as a party to the Original Agreement; and

WHEREAS, on September 28, 2018, PEAK6 Investments L.P. was converted to the Delaware limited liability company PEAK6 Group LLC, which shall replace PEAK6 Investments L.P. as the Providing Party hereinafter;

WHEREAS, ACH, Providing Party and Apex desire to enter into this Addendum to specify responsibilities required by Apex for Apex to continue to receive certain pricing services from the Providing Party.

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:

ARTICLE I

DEFINED TERMS

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. The term “Providing Party” shall now mean PEAK6 Group LLC.

ARTICLE II

AMENDMENTS

Section 2.1 Charges for Services.

(a) The parties agree that the fee arrangement for the services set forth below was determined in accordance with Section 4 of the Original Agreement, as amended, and is applicable for the services specified below as of January 1, 2019 and continuing for as long as such services are provided or until earlier amended pursuant to the Original Agreement.

Subject to Section 2.1(b) hereof, Providing Party will provide Apex with certain consulting services, listed below, and, from time to time, services from specific individuals. Providing Party will bill Apex, in accordance with the Original Agreement, for the actual time spent rendering such services to Apex.

Finance	Legal and Contract Negotiation
Tax	Facilities
HR & Recruiting	Business Development
Consulting	Technology Management
Marketing	Compliance

(b) The parties agree that each of the services listed as a line item in Section 2.1(a) hereof may be terminated individually without penalty by Apex or Providing Party by providing written notice, which may be via email sent by an authorized officer of such party, to the other party. Such termination shall be effective beginning the final day of the month in which such written notice is received by the other party, and, upon such termination effective date, the party receiving such terminated service shall no longer be obligated to pay for such terminated service.

ARTICLE III

MISCELLANEOUS

Section 3.1 References to the Original Agreement. Except for the amendments expressly set forth above, the Original Agreement is unmodified hereby. Reference to this specific Addendum need not be made in the Original Agreement, or any other instrument or document executed in connection therewith, or in any certificate, any reference in any of such items to the Original Agreement being sufficient to refer to the Original Agreement as amended hereby. This Addendum is expressly made a party of the Original Agreement.

Section 3.2 Amendments. This Addendum, including the costs and services set forth herein, may be amended, modified or supplemented at any time by mutual written agreement of the parties to this Addendum, which agreement may be via email between authorized officers of the parties hereto.

Section 3.3 Incorporation of Provisions. Sections 7 and 14 of the Original Agreement are incorporated by reference herein mutatis mutandis.

**********

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representative with effect as of January 1, 2019.

PEAK6 GROUP LLC
By:	/s/ Jay Coppoletta
	Name: Jay Coppoletta
	Title:   Chief Corp Dev & Legal Officer
APEX CLEARING HOLDINGS LLC
By:	/s/ Jay Coppoletta
	Name: Jay Coppoletta
	Title:   Manager
APEX CLEARING CORPORATION
By:	/s/ William Capuzzi
	Name: William Capuzzi
	Title:   Chief Executive Officer

EX-10.33

Exhibit 10.33

* Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.

EIGHTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT

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”).

WHEREAS, on June 5, 2012, Providing Party and ACH entered into that certain Support Services Agreement (the “Original Agreement”); and

WHEREAS, on December 1, 2012, ACH, Providing Party and Apex entered into an Addendum and Amendment to add Apex as a party to the Original Agreement; and

WHEREAS, on September 28, 2018, PEAK6 Investments L.P. was converted to the Delaware limited liability company PEAK6 Group LLC, which shall replace PEAK6 Investments L.P. as the Providing Party hereinafter;

WHEREAS, ACH, Providing Party and Apex desire to enter into this Addendum to specify responsibilities required by Apex for Apex to continue to receive certain pricing services from the Providing Party.

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:

ARTICLE I

DEFINED TERMS

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. The term “Providing Party” shall now mean PEAK6 Group LLC.

ARTICLE II

AMENDMENTS

Section 2.1. Exhibit A Amendment. Upon execution of this Addendum, the following language shall be added to the end of Exhibit A of the Original Agreement:

“People and Shared Services Allocation. For the avoidance of doubt, the PEAK6 allocation methodology for all people and shares services charges to Recipients shall be based on total budget costs of people and third party costs allocated based upon expected usage by such Recipient for the year, which includes a five percent (5%) markup to account for changes to costs during the year. Periodically, a true-up to reflect actual costs is performed if deemed necessary.

ARTICLE III

MISCELLANEOUS

Section 3.1 References to the Original Agreement. Except for the amendments expressly set forth above, the Original Agreement is unmodified hereby. Reference to this specific Addendum need not be made in the Original Agreement, or any other instrument or document executed in connection therewith, or in any certificate, any reference in any of such items to the Original Agreement being sufficient to refer to the Original Agreement as amended hereby. This Addendum is expressly made a party of the Original Agreement.

Section 3.2 Amendments. This Addendum, including the costs and services set forth herein, may be amended, modified or supplemented at any time by mutual written agreement of the parties to this Addendum, which agreement may be via email between authorized officers of the parties hereto.

Section 3.3 Incorporation of Provisions. Sections 7 and 14 of the Original Agreement are incorporated by reference herein mutatis mutandis.

[Signature page follows]

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representative with effect as of November 24, 2020.

PEAK6 GROUP LLC
By:	/s/ Jay Coppoletta
	Name: Jay Coppoletta
	Title: Chief Corporate and Development Officer

APEX CLEARING HOLDINGS LLC
By:	/s/ Jay Coppoletta
	Name: Jay Coppoletta
	Title: Manager

APEX CLEARING CORPORATION
By:	/s/ William Capuzzi
	Name: William Capuzzi
	Title: Chief Executive Officer

EX-10.34

Exhibit 10.34

NINTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT

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”).

WHEREAS, on June 5, 2012, Providing Party and ACH entered into that certain Support Services Agreement (the “Original Agreement”); and

WHEREAS, on December 1, 2012, ACH, Providing Party and Apex entered into an Addendum and Amendment to add Apex as a party to the Original Agreement; and

WHEREAS, on September 28, 2018, PEAK6 Investments, L.P. was converted to the Delaware limited liability company PEAK6 Group LLC, which shall replace PEAK6 Investments, L.P. as the Providing Party hereinafter;

WHEREAS, ACH, Providing Party and Apex desire to enter into this Addendum to specify responsibilities required by Apex for Apex to continue to receive certain pricing services from the Providing Party.

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:

ARTICLE I

DEFINED TERMS

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. The term “Providing Party” shall now mean PEAK6 Group LLC.

ARTICLE II

AMENDMENTS

Section 2.1. Amendment. Upon execution of this Addendum, the following language shall be added as new Section 15 of the Original Agreement:

“15. Intellectual Property. The following shall apply to any Receiving Party Development (as defined below):

(a) “Develop” means to create, prepare, produce, author, edit, amend, conceive, develop, assemble, reduce to practice or, in the case of works of authorship, to fix in a tangible medium of expression.

(b) “Development” means any invention, discovery, idea, improvement, process, development, design, know-how, data, logo, trademark, service mark, software (whether in source code or object code form), algorithm or work of authorship (in each case, whether or not patentable or registrable under patent, copyright, trademark, or similar statutes).

(c) “Intellectual Property Rights” means any and all rights in and to (A) copyrights and copyrightable works (including computer programs), mask works, data and databases, (B) trade secrets, know-how and other confidential information, (C) trademarks, service marks, trade dress, trade names, logos, corporate names, domain names and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (D) patents, patent disclosures and inventions (whether patentable or not), and (E) all other intellectual property rights arising in any jurisdiction throughout the world, in each case whether registered or unregistered, and all related rights of priority under international conventions with respect thereto, including all pending and future applications and registrations therefor, and continuations, divisions, continuations-in-part, reissues, extensions and renewals thereof.

(d) “Receiving Party Development” means any Development that any employee, agent or subcontractor of Providing Party may solely or jointly Develop during the term of this Agreement specifically for Receiving Party pursuant to this Agreement and resulting from any services performed by any employee, agent or subcontractor of Providing Party specifically for Receiving Party, including and all printed, physical and electronic copies and other tangible embodiments thereof. For the avoidance of doubt, any Development that was Developed by Providing Party not specifically for Receiving Party, including such Developments that were Developed during the term of this Agreement, shall not be deemed a “Receiving Party Development”.

1.02 (a) Providing Party agrees that it will promptly make full written disclosure to Receiving Party of, will hold in trust for the sole right and benefit of Receiving Party, and will agree to assign, and does hereby irrevocably assign, to Receiving Party (or its designee), all of Providing Party’s right, title and interest in and to any and all Receiving Party Developments, as well as any and all Intellectual Property Rights therein and all improvements thereof. Providing Party acknowledges that, to the extent permitted by applicable law, each Receiving Party Development consisting of copyrightable subject matter is a “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101), and such copyrights are therefore owned by Receiving Party. Providing Party understands and agrees that (x) the decision whether or not to use, commercialize or market any Receiving Party Developments, or to file an application for patent, copyright registration or any other Intellectual Property Rights and to prosecute or abandon such application prior to issuance or registration, is within Receiving Party’s sole discretion and for Receiving Party’s sole benefit and (y) no royalty or other consideration shall be due to Providing Party now or in the future as a result of Receiving Party’s activities. Nothing contained herein shall be construed to reduce or limit Receiving Party’s right, title or interest in any Receiving Party Development so as to be less in any respect than that Receiving Party would have had in the absence of this Agreement.

1.03 (b) During and after the term of the Engagement, Providing Party agrees to assist Receiving Party (or its designee), without charge by Providing Party to Receiving Party (or its designee) but at no expense to Providing Party, in every proper way to secure Receiving Party’s rights in Receiving Party Developments, and any rights relating thereto, in any and all jurisdictions throughout the world, including (i) the disclosure to Receiving Party of all pertinent information and data with respect thereto, (ii) the execution and delivery of all applications, specifications, oaths,

declarations, affidavits, waivers, assignments and other documents and instruments that Receiving Party shall deem necessary or proper in order to apply for, register, obtain, perfect, maintain, defend and enforce such rights and in order to assign and convey to Receiving Party, its successors, assigns and nominees the sole and exclusive right, title and interest in and to such Receiving Party Developments, and any rights relating thereto, and (iii) testifying in a suit or other proceeding relating to such Receiving Party Developments, and any rights relating thereto.”

ARTICLE III

MISCELLANEOUS

Section 3.1 References to the Original Agreement. Except for the amendments expressly set forth above, the Original Agreement is unmodified hereby. Reference to this specific Addendum need not be made in the Original Agreement, or any other instrument or document executed in connection therewith, or in any certificate, any reference in any of such items to the Original Agreement being sufficient to refer to the Original Agreement as amended hereby. This Addendum is expressly made a part of the Original Agreement.

Section 3.2 Amendments. This Addendum, including the costs and services set forth herein, may be amended, modified or supplemented at any time by mutual written agreement of the parties to this Addendum, which agreement may be via email between authorized officers of the parties hereto.

Section 3.3 Incorporation of Provisions. Sections 7 and 14 of the Original Agreement are incorporated by reference herein mutatis mutandis.

[Signature page follows]

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representative with effect as of February 19, 2021.

PEAK6 GROUP LLC
By:	Jay Coppoletta
	Jay Coppoletta
	Name: Jay Coppoletta
	Title:   Chief Corporate and Development Officer

APEX CLEARING HOLDINGS LLC
By:	Jay Coppoletta
	Jay Coppoletta
	Name: Jay Coppoletta
	Title:   Manager

APEX CLEARING CORPORATION
By:	William Capuzzi
	Name:  William Capuzzi
	Title:     Chief Executive Officer

EX-23.1

Exhibit 23.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the inclusion in this Registration Statement of Northern Star Investment Corp. II on Form S-4 of our report dated March 31, 2021, with respect to our audit of the financial statements of Northern Star Investment Corp. II as of December 31, 2020 and for the period from November 12, 2020 (inception) through December 31, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.

/s/ Marcum LLP

Marcum LLP

New York, NY

April 7, 2021

EX-23.2

Exhibit 23.2

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the inclusion in this Registration Statement of Northern Star Investment Corp. II on Form S-4 of our report dated February 3, 2021, with respect to our audit of the financial statement of Northern Star Investment Corp. II as of January 28, 2021, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.

/s/ Marcum LLP

Marcum LLP

New York, NY

April 7, 2021

EX-23.4

Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

We consent to the use in this Registration Statement on Form S-4 of Northern Star Investment Corp. II of our report dated April 7, 2021, relating to the combined consolidated financial statements of Apex Fintech Solutions LLC and Subsidiaries, appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference of our firm under the heading “Experts” and “Selected Combined Consolidated Financial Data” in such Registration Statement.

/s/ RSM US LLP

Chicago, Illinois

April 7, 2021

1

EX-99.1

Exhibit 99.1

CONSENT TO REFERENCE IN REGISTRATION STATEMENT

April 7, 2021

Northern Star Investment Corp. II

c/o Graubard Miller

The Chrysler Building

405 Lexington Avenue, 11th Floor

New York, NY 10174

Northern Star Investment Corp. II (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy statement/prospectus included in such Registration Statement as a future member of the board of directors of the Company, such appointment to commence upon the closing of the business combination described in the proxy statement/prospectus.

Sincerely,

Jennifer Just

(Name)

/s/ Jennifer Just

(Signature)

EX-99.2

Exhibit 99.2

CONSENT TO REFERENCE IN REGISTRATION STATEMENT

April 7, 2021

Northern Star Investment Corp. II

c/o Graubard Miller

The Chrysler Building

405 Lexington Avenue, 11th Floor

New York, NY 10174

Northern Star Investment Corp. II (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy statement/prospectus included in such Registration Statement as a future member of the board of directors of the Company, such appointment to commence upon the closing of the business combination described in the proxy statement/prospectus.

Sincerely,

Matt Hulsizer

(Name)

/s/ Matt Hulsizer

(Signature)

EX-99.3

Exhibit 99.3

CONSENT TO REFERENCE IN REGISTRATION STATEMENT

April 7, 2021

Northern Star Investment Corp. II

c/o Graubard Miller

The Chrysler Building

405 Lexington Avenue, 11th Floor

New York, NY 10174

Northern Star Investment Corp. II (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy statement/prospectus included in such Registration Statement as a future member of the board of directors of the Company, such appointment to commence upon the closing of the business combination described in the proxy statement/prospectus.

Sincerely,

William Capuzzi

(Name)

/s/ William Capuzzi

(Signature)