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I am often asked how we have been capable of persistently discover proprietary, non-SPAC-off deal flow for each of the deals we’ve accomplished. In this case, I initially met Matt a quantity of years in the past when he was a co-owner of the Minnesota Wild hockey group in the National Hockey League. Matt was recently contemplating a SPAC transaction and had dinner with a pal who actively manages a big SPAC investment business. The pal was reviewing the leading SPACs with Matt and in so doing talked about Northern Star, Joanna Coles and myself. Each Sponsor shall execute and ship, or cause to be executed and delivered, such further certificates, instruments and other documents and to take such further actions as Parent or the Company might reasonably request for the aim of effectively finishing up the transactions contemplated by this Agreement and the Merger Agreement. Shall be forged or expressed in accordance with the relevant procedures relating thereto so as to guarantee that it is duly counted for purposes of determining that a quorum is current and for purposes of recording the outcomes of that vote.

No supply of securities shall be made besides by the use of a prospectus meeting the requirements of Section 10 of the Securities Act. Rosecliff shall, by way of its board of directors , recommend to its stockholders that they approve every of the proposals to be voted on on the Stockholder Meeting (the “Rosecliff Board Recommendation”) and shall include the Rosecliff Board Recommendation within the Proxy Statement, and shall use its commercially affordable efforts to solicit from its shareholders proxies or votes in favor of the approval of the issues to be voted upon at the Stockholder Meeting (the “Required Stockholder Approval”). Following the consummation of the SPV Holdco Merger, Merger Sub II will merge with and into Rosecliff (the “Rosecliff Merger” and, along with the SPV Holdco Merger, the “Mergers”), as a end result of which the separate company existence of Merger Sub II will stop and Rosecliff will continue as the surviving company and a wholly owned, direct Subsidiary of Pubco and each security of Rosecliff issued and excellent immediately prior to the SPAC Merger Effective Time shall now not be outstanding and shall automatically be cancelled in trade for the proper of the holder thereof to receive a considerably equivalent safety of Pubco, pursuant to the terms of the Business Combination Agreement. This communication just isn’t intended to be all-inclusive or to include all the data that a person could desire in contemplating in an funding in Northern Star and is not meant to form the basis of an investment decision in Northern Star.

The Personal Property has been maintained in the odd course of enterprise, is, in all material respects, in good operating situation, normal put on and tear excepted, and is suitable for the needs for which such Personal Property is at present used. As of the date of this Agreement, there are not any options or different contracts underneath which the Company or any Subsidiary has a proper or obligation to acquire any materials curiosity in real property. Deducted, transferred, withheld and paid, and the Company and its Subsidiaries do not have any outstanding obligation to make any such deduction, switch, withholding or fee, and there are no pending, or to the Company’s knowledge, threatened or moderately anticipated claims or actions against the Company or any of its Subsidiaries by any worker in reference to such employee’s employment or termination of employment by the Company or any of its Subsidiaries. ”), and no occasion has occurred, and no situation or circumstance exists, that could moderately be anticipated to subject the Company to any materials legal responsibility for penalties or excise Taxes beneath Code Section 4980D or 4980H of the Code or any other provision of the PPACA.

The Purchaser does not own or lease any materials actual property or material Personal Property. Neither the Purchaser or Merger Sub is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Purchaser or Merger Sub, orally by any Tax authority that any such audit is contemplated or pending. There are not legal wives sept 16 any claims, assessments, audits, examinations, investigations or different Actions pending against the Purchaser or Merger Sub in respect of any Tax, and neither the Purchaser nor Merger Sub has been notified in writing of any proposed Tax claims or assessments in opposition to it .

The Company has furnished to the Purchaser complete and correct copies of the Company Equity Plan and types of agreements used thereunder. Prior to the Effective Time, the Purchaser shall transfer by method of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and turn out to be a Delaware company pursuant to the Act and the relevant provisions of the DGCL, and topic to the receipt of the approval of the shareholders of the Purchaser to the Domestication and its terms, the Purchaser shall adopt Delaware Organizational Documents in a kind passable to Purchaser (the “Domestication Organizational Documents”) , including offering that the name of the Purchaser shall be amended to be “Rally Communitas Corp.”. In reference to the Domestication, the entire issued and outstanding Purchaser Securities shall remain excellent and turn into considerably equivalent securities of the Purchaser as a Delaware company. ATAC and Rally and their respective administrators, govt officers and employees and other individuals could additionally be deemed to be members in the solicitation of proxies from the holders of ATAC ordinary shares in respect of the proposed Transaction. ATAC shareholders and other involved persons may obtain extra detailed data relating to the names and interests in the Transaction of ATAC’s directors and officers in ATAC’s and Rally’ filings with the SEC, including when filed, the S-4 and the Proxy Statement. 2,250,000 shares of Pubco frequent stock otherwise issuable to Rally Stockholders at the Closing as Merger Consideration shall be held back and deposited into an escrow account (“Escrow Account”), topic to release upon the occurrence of certain occasions on or in regards to the eighteen -month anniversary of the Closing (the “Settlement Date”), in accordance with the phrases of the CVR Agreements, both to holders of CVRs as of the Settlement Date (which might include former holders of ATAC ordinary shares that did not redeem at the Closing and Support Subscription Investors ), or, alternatively, to the Rally Stockholders or to the Sponsor, as applicable.

We are the trusted associate for the full spectrum of service providers from conventional advisory to many new, fast growing entrants like SOFI, STASH, Ally Invest, and Bumped. Let’s turn to page 7 of the deck that is posted on the Apex’s website in the investors’ part. As Jon shared with you earlier, we’re the “fintech for fintechs” — the technology platform empowering innovation. We’re a B2B firm and our mission as a company is to supply custody and clearing as it must be — dynamic, accessible and secure. And Apex has the standards we search for in an impressive business – a large addressable and growing market opportunity, a deep aggressive moat, and a robust financial efficiency.