SUBSCRIPTION AGREEMENTSubscription Agreement • February 22nd, 2021 • Northern Star Investment Corp. II • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”), dated February 21, 2021, is entered into by and between Northern Star Investment Corp. II, a Delaware corporation (the “Company”), and the undersigned subscriber (the “Subscriber”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG NORTHERN STAR INVESTMENT CORP. II, NSIC II-A MERGER LLC, NSIC II-B MERGER LLC, APEX CLEARING HOLDINGS LLC and, solely for the purposes of Section 5.21 herein, PEAK6 INVESTMENTS LLC DATED AS OF FEBRUARY...Agreement and Plan of Reorganization • February 22nd, 2021 • Northern Star Investment Corp. II • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of February 21, 2021, by and among Northern Star Investment Corp. II, a Delaware corporation (“Parent”), NSIC II-A Merger LLC, a limited liability company and wholly owned subsidiary of Parent (“Merger Sub I”), NSIC II-B Merger LLC, a limited liability company and wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, “Merger Subs” and each a “Merger Sub”), Apex Clearing Holdings LLC, a Delaware limited liability company (“Company”), and, solely for the purposes of Section 5.21, PEAK6 Investments LLC (“PEAK6”). The term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively). Each of Parent, Merger Subs and the Company shall be referred to herein, individually, as a “
FORM OF SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 22nd, 2021 • Northern Star Investment Corp. II • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of February 21, 2021, is entered into by and among Northern Star II Sponsor LLC, a Delaware limited liability company (“Sponsor Holdco”), the Persons set forth on Annex A hereto (together with the Sponsor Holdco, each a “Sponsor” and together, the “Sponsors”), Northern Star Investment Corp. II, a Delaware corporation (“Parent”) and Apex Clearing Holdings LLC, a Delaware limited liability company (the “Company”). Each of Sponsors, Parent and the Company are individually referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement and Plan of Reorganization, dated as of February 21, 2021 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, NSIC II-A Merger LLC, a Delaware limited liability company (“Merger Sub I”), NSIC II-B Merger LLC, a Delaware limit
FORM OF SUPPORT AGREEMENTSupport Agreement • February 22nd, 2021 • Northern Star Investment Corp. II • Blank checks • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of February 21, 2021, is entered into by and among Northern Star Investment Corp. II, a Delaware corporation (“Parent”), Apex Clearing Holdings LLC, a Delaware limited liability company (the “Company”), and each undersigned member (any such member, the “Member” and, together with Parent, each a “Party” and collectively, the “Parties”) of the Company. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement and Plan of Reorganization, dated as of February 21, 2021 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, NSIC II-A Merger LLC, a Delaware limited liability company (“Merger Sub I”), NSIC II-B Merger LLC, a Delaware limited liability company (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”), and the Company.
