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).
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:
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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);
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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.