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 2023Note Issuance Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
NOTE ISSUANCE AGREEMENT dated as of February 19, 2021, between Apex Clearing Holdings LLC, a Delaware limited liability company, as issuer (the “Company,” as more fully set forth in Section 1.01), and Magnetar Financial LLC, as representative of the Holders (in such capacity, the “Representative”), with the initial Holders listed on Schedule I hereto.
REVOLVING CREDIT AGREEMENT Dated November 2, 2017 by and between APEX CLEARING CORPORATION, as the Borrower and TRISTATE CAPITAL BANK, as the LenderRevolving Credit Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • Pennsylvania
THIS REVOLVING CREDIT AGREEMENT, dated this 2nd day of November, 2017, between APEX CLEARING CORPORATION, a New York corporation (the “Borrower”), and TRISTATE CAPITAL BANK, a Pennsylvania state chartered bank (the “Lender”). The parties hereto, intending to be legally bound hereby, agree as follows:
CLEARING AGREEMENT (OMNIBUS—FULL SERVICE)Clearing Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • California
Payment will be made one business day after receipt of your documents in Fed Funds to any account that you may wish to specify.
SERVICES AND EXPENSE SHARING AGREEMENTServices and Expense Sharing Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • Illinois
This Services and Expense Sharing Agreement is entered into as of April 1, 2020 by and between PEAK6 Investments LLC, a Delaware limited partnership (“PEAK6”) and each of its affiliates or subsidiaries listed in Exhibit A hereto (each a “Service Recipient”) and PEAK6 NI LIMITED a private limited company incorporated under the laws of Northern Ireland with its registered office at 1-3 Arthur Street, Belfast, Northern Ireland, BT1 4GA and company number NI666326 (“Service Provider”) (the “Agreement”).
Sixth Addendum and Amendment to Support Services AgreementSupport Services Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks
This SIXTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT by and among PEAK6 Investments, L.P. (“Providing Party”), Apex Clearing Holdings LLC (“ACH”) and Apex Clearing Corporation (“Apex”) is made and entered into as of January 1, 2018 (this “Addendum”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
This First Amendment to Credit Agreement (herein, the “Amendment”) is entered into as of September 12, 2019, by and among APEX CLEARING CORPORATION, a New York corporation (the “Borrower”), the Lenders party hereto, and BMO HARRIS BANK N.A, as Administrative Agent (the “Agent”).
SUPPORT SERVICES AGREEMENT by and between PEAK6 INVESTMENTS, L.P. and APEX CLEARING HOLDINGS LLC Dated as of June 5, 2012Support Services Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • Illinois
This SUPPORT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of June 5, 2012, by and between PEAK6 Investments, L.P. (the “Providing Party”), and Apex Clearing Holdings LLC, a Delaware limited liability company (the “Receiving Party”).
SERVICES AGREEMENT BETWEEN APEX CLEARING CORPORATION AND APEX CRYPTO LLCServices Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • Delaware
This Services Agreement (this “Agreement”), as it may be amended, modified, or replaced from time to time, by and between Apex Clearing Corporation (“Apex”) and Apex Crypto LLC (“Crypto”) shall be effective as of December 13,2018.
Addendum and Amendment to Support Services AgreementSupport Services Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks
This ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT by and among PEAK6 Investments, L.P, (“Providing Party”), Apex Clearing Holdings LLC (“ACH”) and Apex Clearing Corporation (“Apex”) is made and entered into as of December 1, 2012 with effect as of June 5, 2012 (this “Addendum”).
NINTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENTSupport Services Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks
This NINTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT, by and among PEAK6 Group LLC (formerly known as PEAK6 Investments, L.P.) (“Providing Party”), Apex Clearing Holdings LLC (“ACH”) and Apex Clearing Corporation (“Apex”) is made and entered into as of February 19, 2021 (this “Addendum”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
This Second Amendment to Credit Agreement (herein, the “Amendment”) is entered into as of September 10, 2020, by and among APEX CLEARING CORPORATION, a New York corporation (the “Borrower”), the Lenders party hereto, and BMO HARRIS BANK N.A, as Administrative Agent (the “Agent”).
AMENDMENT AND MODIFICATION TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • Pennsylvania
THIS AMENDMENT AND MODIFICATION TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is made effective as of the 22nd day of September 2020, by and between Apex Clearing Corporation, a New York corporation (“Borrower”) and TriState Capital Bank, a Pennsylvania state chartered bank (the “Bank”).
CLIENT AGREEMENTClient Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
EIGHTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENTSupport Services Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks
This EIGHTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENTS, by and among PEAK6 Group LLC (formerly known as PEAK6 Investments, L.P.) (“Providing Party”), Apex Clearing Holdings LLC (“ACH”) and Apex Clearing Corporation (“Apex”) is made and entered into as of November 24, 2020 (this “Addendum”).
ORBIS COOPERATION AGREEMENT - APRIL 18, 2020Cooperation Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
This AGREEMENT is executed and entered by Orbis Systems, Inc. a Delaware corporation with its principal office at 525 Washington Boulevard; 24th Floor, Jersey City, N.J. 07310 USA (“Orbis”), and Apex Clearing Corporation whose address is provided above (“Client”). Orbis and the Client collectively are the Parties and individually a Party where so referenced in this Agreement. This Agreement is effective as of the date stated above.
Second Addendum and Amendment to Support Services AgreementSupport Services Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks
This SECOND ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT by and among PEAK6 Investments, LP, (“Providing Party”), Apex Clearing Holdings LLC (“ACH”) and Apex Clearing Corporation (“Apex”) is made and entered into as of September 26, 2013 (this “Addendum”).
Seventh Addendum and Amendment to Support Services AgreementSupport Services Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks
This SEVENTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT by and among PEAK6 Investments, L.P (“Providing Party”), Apex Clearing Holdings LLC (“ACH”) and Apex Clearing Corporation (“Apex”) is made and entered into as of January 1, 2019 (this “Addendum”).
Fifth Addendum and Amendment to Support Services AgreementSupport Services Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks
This FIFTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT by and among PEAK6 Investments, L.P. (“Providing Party”), Apex Clearing Holdings LLC (“ACH”) and Apex Clearing Corporation (“Apex”) is made and entered into as of January 1, 2017 (this “Addendum”).
Third Addendum and Amendment to Support Services AgreementSupport Services Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks
This THIRD ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT by and among PEAK6 Investments, L.P. (“Providing Party”), Apex Clearing Holdings LLC (“ACH”) and Apex Clearing Corporation (“Apex”) is made and entered into as of June 27, 2014 (this “Addendum”).
SUPPORT SERVICES AGREEMENT by and between APEX CLEARING CORPORATION and APEX CRYPTO LLC Effective as of October 1, 2020Support Services Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • Illinois
This SUPPORT SERVICES AGREEMENT (this “Agreement”) is executed March 22, 2021, and shall be effective as of October 1, 2020 (the “Effective Date”), by and between Apex Clearing Corporation (“Apex”) and Apex Crypto LLC (“Crypto”).
CREDIT AGREEMENT DATED AS OF SEPTEMBER 13, 2018 AMONG APEX CLEARING CORPORATION, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, AND BMO HARRIS BANK N.A., AS ADMINISTRATIVE AGENT BMO CAPITAL MARKETS, AS SOLE LEAD...Credit Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
This Credit Agreement is entered into as of September 13, 2018 by and among APEX CLEARING CORPORATION, a New York corporation (the “Borrower”), the subsidiaries of the Borrower from time to time party hereto, the several financial institutions from time to time party to this Agreement, as Lenders, and BMO HARRIS BANK N.A, as Administrative Agent as provided herein.
Third Addendum and Amendment to Support Services AgreementSupport Services Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks
This THIRD ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT by and among PEAK6 Investments, L.P., (“Providing Party”), Apex Clearing Corporation Holdings LLC (“ACH”) and Apex Clearing Corporation (“Apex”) is made and entered into as of May 12,2014 (the “Addendum”).
