UNDERWRITING AGREEMENT between APEX TECHNOLOGY ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. Dated: September 16, 2019Underwriting Agreement • September 20th, 2019 • Apex Technology Acquisition Corp • Blank checks • New York
The undersigned, Apex Technology Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • September 20th, 2019 • Apex Technology Acquisition Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 20th, 2019 • Apex Technology Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 16, 2019, by and between Apex Technology Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Apex Technology Acquisition Corporation Suite 400 Burlingame, CA 94010Apex Technology Acquisition Corp • August 15th, 2019 • Blank checks • New York
This agreement (the “Agreement”) is entered into on June 25, 2019 by and between Apex Technology Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Apex Technology Acquisition Corporation, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • August 30th, 2019 • Apex Technology Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September [ ], 2019, by and between Apex Technology Acquisition Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 20th, 2021 • Apex Technology Acquisition Corp • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _______, 2020 between AvePoint, Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
September 16, 2019Letter Agreement • September 20th, 2019 • Apex Technology Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Apex Technology Acquisition Corporation, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 35,075,000 of the Company’s units (including up to 4,575,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant t
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2019 • Apex Technology Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 16, 2019, is made and entered into by and among Apex Technology Acquisition Corporation, a Delaware corporation (the “Company”), Apex Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor,” together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 20th, 2019 • Apex Technology Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 16th day of September 2019, by and between Apex Technology Acquisition Corporation, a Delaware corporation (the “Company”), having its principal place of business at 533 Airport Blvd, Suite 400, Burlingame, CA 94010, and Apex Technology Sponsor LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 533 Airport Blvd, Suite 400, Burlingame, CA 94010.
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 20th, 2019 • Apex Technology Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 16th day of September 2019, by and between Apex Technology Acquisition Corporation, a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (the “Subscriber”).
Apex Technology Acquisition CorporationApex Technology Acquisition Corp • August 30th, 2019 • Blank checks • New York
This letter agreement by and between Apex Technology Acquisition Corporation (the “Company”) and First In Line Enterprises, Inc. (“First In Line”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 6th, 2023 • AvePoint, Inc. • Services-prepackaged software • New York
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of November 3, 2023, by and among HSBC BANK USA, NATIONAL ASSOCIATION (together with its successors and assigns, “Bank”), AVEPOINT, INC., a Delaware corporation (“Borrower”) and each of the Guarantors (as defined below) party hereto from time to time.
EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2021 • Apex Technology Acquisition Corp • Blank checks • New Jersey
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 1st day of January 2021, by and between Tianyi Jiang (the “Employee”) and AvePoint, Inc. (the “Company”).
Apex Technology Acquisition CorporationApex Technology Acquisition Corp • September 20th, 2019 • Blank checks • New York
This letter agreement by and between Apex Technology Acquisition Corporation (the “Company”) and First In Line Enterprises, Inc. (“First In Line”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2020 • Apex Technology Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among AvePoint Holdings, Inc., a Delaware corporation (f/k/a Apex Technology Acquisition Corp.) (the “Company”), Apex Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor” and, together with the Sponsor, the “Original Holders”), certain former stockholders of AvePoint, Inc., a Delaware corporation (“AvePoint”) identified on the signature pages hereto (such stockholders, the “AvePoint Holders”) and each of the undersigned individuals and entities (together with the Sponsor, Cantor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
November 23, 2020 Apex Technology Acquisition Corporation Burlingame, CA 94010 Re: Insider Letter Agreement Ladies and Gentlemen:Letter Agreement • November 23rd, 2020 • Apex Technology Acquisition Corp • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in connection with that certain Letter Agreement, dated September 16, 2019 (the “Insider Agreement”), entered into by and among Apex Technology Acquisition Corporation, a Delaware corporation (the “Company”), and each of Apex Technology Sponsor LLC (the “Sponsor”), Jeff Epstein and Brad Koenig (each, a “Lead Insider” and collectively, the “Lead Insiders”) and certain other individuals named therein. Unless otherwise provided herein, capitalized terms used herein shall have the meaning attributed thereto in the Insider Agreement.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • November 23rd, 2020 • Apex Technology Acquisition Corp • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of November [23], 2020, by and among Apex Technology Acquisition Corp., a Delaware corporation (“Apex”), the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and AvePoint, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 1st, 2021 • AvePoint, Inc. • Services-prepackaged software
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of October 31, 2021 (this “Amendment”), among AVEPOINT, INC. (f/k/a Apex Technology Acquisition Corporation and successor by merger to AvePoint US, LLC), a Delaware corporation (“Borrower”), the guarantors party hereto, and HSBC VENTURES USA INC. (together with its successors and assigns, “Bank”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 23rd, 2020 • Apex Technology Acquisition Corp • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 23, 2020, by and between Apex Technology Acquisition Corp., a Delaware corporation (“Apex”), and the undersigned subscriber (the “Investor”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 30th, 2021 • AvePoint, Inc. • Services-prepackaged software • Delaware
This Agreement And Plan Of Merger (“Agreement”), dated as of July 23, 2021, by and between AvePoint US, LLC, a Delaware limited liability company (the “LLC”), and AvePoint, Inc., a Delaware corporation (the “Company”).
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among APEX TECHNOLOGY ACQUISITION CORP., ATHENA TECHNOLOGY MERGER SUB, INC., ATHENA TECHNOLOGY MERGER SUB 2, LLC, and AVEPOINT, INC. Dated as of November 23, 2020Business Combination Agreement • November 23rd, 2020 • Apex Technology Acquisition Corp • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION, dated as of November 23, 2020 (this “Agreement”), by and among Apex Technology Acquisition Corp., a Delaware corporation (“Apex”), Athena Technology Merger Sub, Inc., a Delaware corporation (“First Merger Sub”), Athena Technology Merger Sub 2, LLC, a Delaware limited liability company (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs” and each, a “Merger Sub”), and AvePoint, Inc., a Delaware corporation (the “Company”).
GUARANTYGuaranty • February 4th, 2021 • Apex Technology Acquisition Corp • Blank checks • New York
THIS GUARANTY (this “Guaranty”) is made as of April 7, 2020, by AVEPOINT PUBLIC SECTOR, INC., a Virginia corporation, and AVEPOINT HOLDINGS USA, LLC, a Virginia limited liability company (each, a “Guarantor” and, together, “Guarantors”), in favor of HSBC VENTURES USA INC. (“Bank”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2021 • Apex Technology Acquisition Corp • Services-prepackaged software • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 1, 2021, is made and entered into by and among AvePoint Holdings, Inc., a Delaware corporation (f/k/a Apex Technology Acquisition Corp.) (the “Company”), Apex Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor” and, together with the Sponsor, the “Original Holders”), certain former stockholders of AvePoint Operations, Inc., a Delaware corporation (f/k/a AvePoint, Inc.) (“AvePoint”) identified on the signature pages hereto (such stockholders, the “AvePoint Holders”) and each of the undersigned individuals and entities (together with the Sponsor, Cantor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 23rd, 2020 • Apex Technology Acquisition Corp • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of November 23, 2020, by and among Apex Technology Sponsor LLC, a Delaware limited liability company (the “Apex Sponsor” and together with any “Insider Sponsor” who becomes a party to this Sponsor Agreement pursuant to Section 1.14, the “Sponsors” and each, a “Sponsor”), Apex Technology Acquisition Corp., a Delaware corporation (“Apex”), and AvePoint, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
Apex Technology Acquisition Corporation Burlingame, CA 94010 Re: Lock-Up Agreement Ladies and Gentlemen:Letter Agreement • November 23rd, 2020 • Apex Technology Acquisition Corp • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement and Plan of Reorganization (the “BCA”) entered into by and among Apex Technology Acquisition Corporation, a Delaware corporation (the “Company”), Athena Technology Merger Sub, Inc., a Delaware corporation (“Merger Sub 1”), Athena Technology Merger Sub 2, LLC, a Delaware limited liability corporation (“Merger Sub 2”), and AvePoint, Inc., a Delaware corporation (“AvePoint”), pursuant to which, among other things, Merger Sub 1 will be merged with and into AvePoint on the date hereof, with AvePoint surviving such merger as a wholly owned subsidiary of the Company, followed immediately thereafter by a forward merger between Merger Sub 2 and the surviving company, with Merger Sub 2 surviving the merger (the “Merger”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 7th, 2021 • Apex Technology Acquisition Corp • Services-prepackaged software
This ASSIGNMENT and ASSUMPTION AGREEMENT, dated as of July 1, 2021 (this “Agreement”) is entered into between AvePoint Operations, Inc. (f/k/a AvePoint, Inc.), a Delaware corporation (the “Assignor”), and AvePoint US, LLC (f/k/a Athena Technology Merger Sub 2, LLC), a Delaware limited liability company (the “Assignee”), and consented to by HSBC Ventures USA Inc. (together with its successors and permitted assigns, the “Bank”).
PLEDGE AGREEMENTPledge Agreement • February 4th, 2021 • Apex Technology Acquisition Corp • Blank checks • New York
THIS PLEDGE AGREEMENT (this “Agreement”) is entered into as of April 7, 2020, by and among AvePoint, Inc., a Delaware corporation (“Borrower”), AvePoint Public Sector, Inc., a Virginia corporation, AvePoint Holdings USA, LLC, a Virginia limited liability company (each, a “Pledgor” and together, “Pledgors”), and HSBC Ventures USA Inc. (“Bank”).
FORM OF AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • May 20th, 2021 • Apex Technology Acquisition Corp • Services-prepackaged software
This Amendment No. 1 (this “Amendment”) to the Subscription Agreement, dated November 23, 2020 (the “Subscription Agreement”), by and between Apex Technology Acquisition Corp., a Delaware corporation (“Apex”), and the undersigned subscriber (the “Investor”), is made and entered into as of April , 2021 by and among Apex and the Investor. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Subscription Agreement.
AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • May 19th, 2021 • Apex Technology Acquisition Corp • Services-prepackaged software
This Amendment No. 3 (this “Amendment”) to the Business Combination Agreement and Plan of Reorganization, dated as of November 23, 2020, as amended by Amendment No. 1 thereto, dated as of December 30, 2020 and Amendment No. 2 thereto, dated as of March 8, 2021 (the “Business Combination Agreement”), by and among Apex Technology Acquisition Corporation, a Delaware corporation (“Apex”), Athena Technology Merger Sub, Inc., a Delaware corporation, Athena Technology Merger Sub 2, LLC, a Delaware limited liability company (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs” and each, a “Merger Sub”), and AvePoint, Inc., a Delaware corporation (the “Company”), is made and entered into as of May 18 2021 by and among Apex, the Merger Subs and the Company. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Business Combination Agreement.
AVEPOINT, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)2016 Equity Incentive • February 4th, 2021 • Apex Technology Acquisition Corp • Blank checks
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, AvePoint, Inc., a Delaware corporation (the “Company”) has granted you an option under its 2016 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan will have the same definitions as in the Plan.
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • December 30th, 2020 • Apex Technology Acquisition Corp • Blank checks
This Amendment No. 1 (this “Amendment”) to the Business Combination Agreement and Plan of Reorganization, dated as of November 23, 2020 (the “Business Combination Agreement”), by and among by and among Apex Technology Acquisition Corp., a Delaware corporation (“Apex”), Athena Technology Merger Sub, Inc., a Delaware corporation, Athena Technology Merger Sub 2, LLC, a Delaware limited liability company (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs” and each, a “Merger Sub”), and AvePoint, Inc., a Delaware corporation (the “Company”), is made and entered into as of December 30, 2020 by and among Apex, Merger Subs and the Company. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Business Combination Agreement.
LIMITED GUARANTYLimited Guaranty • July 7th, 2021 • Apex Technology Acquisition Corp • Services-prepackaged software • New York
This LIMITED GUARANTY (this “Guaranty”) is made as of July 1, 2021, by AVEPOINT, INC. (f/k/a APEX TECHNOLOGY ACQUISITION CORP.), a Delaware corporation (“Guarantor”), in favor of HSBC VENTURES USA INC. (“Bank”).
REVOLVING NOTEAvePoint, Inc. • November 6th, 2023 • Services-prepackaged software
FOR VALUE RECEIVED, the undersigned, AVEPOINT, INC. (“Borrower”), hereby unconditionally promises to pay, on or before the Revolving Maturity Date, to the order of HSBC Bank USA, National Association (“Bank”) at 452 Fifth Avenue, New York, NY 10018, Attn: Jan Luehrs, or at the holder’s option, at such other place as may be designated by the holder, in lawful money of the United States of America, a principal sum equal to the lesser of THIRTY MILLION AND 00/100 DOLLARS ($30,000,000.00) or the aggregate unpaid principal amount of all Advances made by Bank to the Borrower from time to time under that certain Loan and Security Agreement, dated as of November 3, 2023, by and among the Borrower, certain Subsidiaries of the Borrower party thereto as Guarantors, and the Bank, as the same may hereafter be amended, amended and restated, supplemented, renewed, restated, replaced or otherwise modified from time to time (the “Loan Agreement”) as evidenced by the inscriptions made on the schedule at
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • March 9th, 2021 • Apex Technology Acquisition Corp • Services-prepackaged software
This Amendment No. 2 (this “Amendment”) to the Business Combination Agreement and Plan of Reorganization, dated as of November 23, 2020, as amended by Amendment No. 1 thereto, dated as of December 30, 2020 (the “Business Combination Agreement”), by and among by and among Apex Technology Acquisition Corp., a Delaware corporation (“Apex”), Athena Technology Merger Sub, Inc., a Delaware corporation, Athena Technology Merger Sub 2, LLC, a Delaware limited liability company (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs” and each, a “Merger Sub”), and AvePoint, Inc., a Delaware corporation (the “Company”), is made and entered into as of March 8, 2021 by and among Apex, Merger Subs and the Company. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Business Combination Agreement.
Named executive equity agreementNamed Executive Equity Agreement • November 23rd, 2020 • Apex Technology Acquisition Corp • Blank checks • Delaware
THIS NAMED EXECUTIVE EQUITY AGREEMENT (this “Agreement”) is made and entered into as of November 23, 2020, by and among AVEPOINT, INC., a Delaware corporation (the “Company”), Apex Technology Acquisition Corp., a Delaware corporation (“Apex”) and [_________________] (“Executive”). The Company, Apex and Participant each may be referred to in this Agreement from time to time as a “Party” or collectively as the “Parties.”
