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Merger Prospectus Communication 425

These forward-looking statements shouldn’t be relied upon as representing Northern Star’s and Apex’s assessments as of any date subsequent to the date of this press launch. This communication doesn’t constitute an offer to promote or the solicitation of an offer to purchase any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such supply, solicitation, or sale would be unlawful previous to registration or qualification underneath the securities legal guidelines of such different jurisdiction. We imagine these non-GAAP financial measures are useful to traders both because they allow for larger transparency with respect to key metrics used by administration in its financial and operational decision-making and they’re used by our institutional investors and the analyst neighborhood to assist them analyze the well being of our enterprise. Each Sponsor understands and acknowledges that the Company is relying upon the Sponsor’s execution, supply and efficiency of this Agreement and upon the representations and warranties and covenants of the Sponsors contained on this Agreement. No Party might assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties.

Except for such matters as haven’t had and would not be moderately prone to have, individually or in the aggregate, a Material Adverse Effect there is not any unsatisfied judgment, consent decree, injunction, or persevering with order of any governmental authority or arbitrator excellent towards the Company. By both Parent or the Company if, either instantly prior to or upon the Closing, following consummation of the Mergers, Parent could have lower than $5,000,001 of internet tangible assets (as decided in accordance with Rule 3a51-1 of the Exchange Act) following the train by the holders of shares of Parent Common Stock issued in Parent’s preliminary public providing of their rights to convert the shares of Parent Common Stock held by them into cash in accordance with Parent’s Charter Documents. In the occasion that both Parent or the Company seeks a tax opinion from its respective tax advisor relating to the tax remedy of the Mergers, or the SEC requests or requires a tax opinion, each Party shall use commercially reasonable efforts to execute and ship customary tax illustration letters to the applicable tax advisor in kind and substance fairly satisfactory to such advisor. Hereof) and such different matters as could also be fairly needed or advisable in connection with the Reviewable Document.

On June 7, 2022, ATAC and Rally issued a joint press release asserting the discharge of the Investor Presentation via webcast. A copy of the press release is furnished as exhibit ninety nine.3 to this Current Report on Form 8-K. Exhibits ninety nine.1 and 99.2 are meant to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise watch jimmy kimmel target georgia call topic to the liabilities of that part, nor shall they be deemed included by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, besides as expressly set forth by particular reference in such submitting.

Concurrently with the Closing, or as quickly as practicable thereafter (but in any occasion within the time period required by the instructions to Form 8-K and some other relevant rules and regulations), Parent shall file the Closing Form 8-K with the SEC. Neither Parent nor both Merger Sub has any materials legal responsibility for any unpaid Taxes which haven’t been accrued for or reserved on Parent’s steadiness sheets included within the Parent Audited Financial Statements for the most recent fiscal 12 months ended, whether or not asserted or unasserted, contingent or in any other case, apart from any material liability for unpaid Taxes that may have accrued because the end of the newest fiscal 12 months in connection with the operation of the business of Parent within the odd course of enterprise, none of which is material to the enterprise, outcomes of operations or financial situation of Parent. 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. To the data of Parent, as of the date hereof, there are no outstanding SEC feedback from the SEC with respect to the Parent SEC Reports.

Apex’s quick, safe and reliable digital custody and clearing platform, Apex Clearing, is driving transformation of the monetary companies business. Apex empowers its purchasers, which embody online brokerages, traditional wealth managers, wealth-tech, professional traders, and consumer brands, amongst others, with prompt account opening and funding, execution of trades throughout a broad array of asset classes, streamlined digital asset actions, in addition to trade settlement and the safekeeping of buyer assets. Such Party is duly organized or included, as applicable, validly current and in good standing underneath the laws of the State of Delaware. Each Sponsor is getting into into this Agreement solely in such Sponsor’s capability as document or helpful owner of Subject Shares and nothing herein is meant to or shall restrict or affect any actions taken by such Sponsor or any worker, officer, director , companion or other Affiliate of the Sponsor in his or her capability as a director or officer of Parent or different fiduciary capacity for the Parent Stockholders. Each Sponsor irrevocably and unconditionally agrees that, through the Applicable Period, such Sponsor shall not elect to redeem any Subject Shares beneficially owned or owned of document by such Sponsor, or submit any of its Subject Shares for redemption, in reference to the transactions contemplated by the Merger Agreement or otherwise.

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