REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2021 • APx Acquisition Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 6, 2021, is made and entered into by and among APx Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), APx Cap Sponsor Group I, LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • December 9th, 2021 • APx Acquisition Corp. I • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 6, 2021, by and between APX ACQUISITION CORP. I, a Cayman Islands exempted company (the “Company”), and Xavier Martinez (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 9th, 2021 • APx Acquisition Corp. I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 6, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between APx Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and APx Cap Sponsor Group I, LLC, a Cayman Island limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 19th, 2021 • APx Acquisition Corp. I • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between APX ACQUISITION CORP. I, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
APx Acquisition Corp. I 15,000,000 Units UNDERWRITING AGREEMENTAPx Acquisition Corp. I • December 9th, 2021 • Blank checks • New York
APx Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the Underwriter (the “Underwriter”), an aggregate of 15,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriter an option to purchase up to 2,250,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.
APx Acquisition Corp. I Juan Salvador Agraz 65 Contadero, Cuajimalpa de Morelos 05370, Mexico City, MexicoLetter Agreement • December 9th, 2021 • APx Acquisition Corp. I • 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 between APx Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), BofA Securities, Inc., 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 up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 9th, 2021 • APx Acquisition Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 6, 2021 by and between APx Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 19th, 2021 • APx Acquisition Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [·], 2021 by and between APx Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • December 9th, 2021 • APx Acquisition Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 6, 2021, is by and between APx Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
PURCHASE AGREEMENTPurchase Agreement • February 7th, 2024 • APx Acquisition Corp. I • Blank checks • New York
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of September 8, 2023 (the “Effective Date”), by and among Templar, LLC, a Tennessee limited liability company (the “Acquirer”), APx Acquisition Corp. I, a Cayman Islands exempted company (“SPAC”), APx Cap Sponsor Group I, LLC (“Sponsor”), Angel Losada Moreno (“Moreno”) and David Proman (“Proman” and together with Moreno, the “Directors”) (each a “Party” and, collectively, the “Parties”).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 13th, 2023 • APx Acquisition Corp. I • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of September 7, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between APx Acquisition Corp. I (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
BACKSTOP AGREEMENTBackstop Agreement • March 29th, 2024 • APx Acquisition Corp. I • Blank checks • Delaware
This BACKSTOP AGREEMENT (this “Agreement”) is made as of this March 25, 2024 by and among (i) Theo I SCSp, a special limited partnership (société en commandite spéciale) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 30, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies (registre de commerce et des sociétés) under number B 257706 (“Theo”), (ii) APx Acquisition Corp. I, a Cayman Islands exempted company (“SPAC”), and (iii) OmnigenicsAI Corp, a Cayman Islands exempted company (the “Company”). Each of Theo, SPAC and the Company is herein referenced as a “Party” and collectively, the “Parties.” Capitalized terms not otherwise defined herein shall have the same meaning ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT TO THE LETTER AGREEMENTThe Letter Agreement • February 7th, 2024 • APx Acquisition Corp. I • Blank checks
This AMENDMENT TO LETTER AGREEMENT (this “Amendment”), dated as of September 8, 2023, is entered into by and among APx Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), APx Cap Sponsor Group I, LLC (the “Sponsor”) and each of the undersigned (the “Insiders”). The Company, the Sponsor and the Insiders shall be referred to herein from time to time collectively as the “Parties” and individually as a “Party.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 29th, 2024 • APx Acquisition Corp. I • Blank checks • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made as of March 25, 2024 by and among (i) APx Acquisition Corp. I, a Cayman Islands exempted company (“SPAC”), (ii) Templar LLC, a Tennessee limited liability company (the “Sponsor”), (iii) OmnigenicsAI Corp, a Cayman Islands exempted company (the “Company”), and (iv) Heritas Ltd., a Cayman Islands exempted company (formerly known as Heritas Corp., a Delaware corporation and, collectively with each of its predecessors, the “Parent”). Any capitalized term used but not defined in this Agreement shall have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
AMENDMENT TO THE LETTER AGREEMENTThe Letter Agreement • September 13th, 2023 • APx Acquisition Corp. I • Blank checks
This AMENDMENT TO LETTER AGREEMENT (this “Amendment”), dated as of September 8, 2023, is entered into by and among APx Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), APx Cap Sponsor Group I, LLC (the “Sponsor”) and each of the undersigned (the “Insiders”). The Company, the Sponsor and the Insiders shall be referred to herein from time to time collectively as the “Parties” and individually as a “Party.”
BUSINESS COMBINATION AGREEMENT by and among APX ACQUISITION CORP. I, OMNIGENICSAI CORP, HERITAS MERGER SUB LIMITED, and MULTIPLAI HEALTH LTD, dated March 25, 2024Business Combination Agreement • March 29th, 2024 • APx Acquisition Corp. I • Blank checks • Delaware
This Business Combination Agreement, dated March 25, 2024 (this “Agreement”), is made and entered into by and among APx Acquisition Corp. I, a Cayman Islands exempted company (“SPAC”), OmnigenicsAI Corp (formerly Heritas Cayco), a Cayman Islands exempted company (and any predecessor thereof, collectively, the “Company”), Heritas Merger Sub Limited, a Cayman Islands exempted company and a direct wholly-owned Subsidiary of the Company (“Merger Sub”), and MultiplAI Health Ltd, a private limited company formed under the laws of England and Wales (“MultiplAI”).
JOINDER TO LETTER AGREEMENT AND REGISTRATION RIGHTS AGREEMENTLetter Agreement and Registration Rights Agreement • March 25th, 2024 • APx Acquisition Corp. I • Blank checks
By executing this joinder, Templar Subco LLC (“Acquirer”) hereby agrees, as of the date first set forth above, that the undersigned (i) shall become a party to that certain Letter Agreement, dated December 6, 2021 (the “Letter Agreement”), by and among the Apx Acquisition Corp. I (the “Company”), the officers and directors of the Company, and the other stockholders of the Company signatory thereto, and shall be bound by, and shall be subject to the restrictions set forth under, the terms and provisions of such section of the Letter Agreement as an Insider (as defined therein) solely with respect to its Founder Shares transferred from Templar LLC (the “Assigned Securities”); and (ii) shall become a party to that certain Registration Rights Agreement, dated December 6, 2021 (the “Registration Rights Agreement”), by and among the Company and the other stockholders of the Company signatory thereto, and shall be bound by the terms and provisions of the Registration Rights Agreement as a Hol
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 7th, 2024 • APx Acquisition Corp. I • Blank checks
This Amendment No. 3 (this “Amendment”), dated as of December 8, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between APx Acquisition Corp. I (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
APX ACQUISITION CORP. I Juan Salvador Agraz 65 Contadero, Cuajimalpa de Morelos 05370, Mexico City, MexicoAPx Acquisition Corp. I • August 30th, 2023 • Blank checks
Reference is made to the Administrative Services Agreement by and between APx Acquisition Corp. I (the “Company”) and APx Cap Sponsor Group I, LLC (the “Provider”), dated December 6, 2021 (the “Services Agreement”). The Company wishes to terminate the Services Agreement effective as of the date hereof. By signing below, parties have agreed that the Services Agreement shall be of no further force or effect as of or after the date hereof.
JOINDER TO LETTER AGREEMENT AND REGISTRATION RIGHTS AGREEMENTLetter Agreement and Registration Rights Agreement • February 7th, 2024 • APx Acquisition Corp. I • Blank checks
Reference is made to that certain Purchase Agreement, dated as of September 8, 2023 (the “Agreement”), by and among Templar, LLC (“Acquirer”), Apx Acquisition Corp. I (the “Company”) and APx Cap Sponsor Group I, LLC (the “Sponsor”), pursuant to which Acquirer shall acquire certain securities of the Company from the Sponsor. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Agreement.
APx Acquisition Corp. I Juan Salvador Agraz 65 Contadero, Cuajimalpa de Morelos 05370, Mexico City, MexicoAdministrative Services Agreement • December 9th, 2021 • APx Acquisition Corp. I • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between APx Acquisition Corp. I (the “Company”) and APx Cap Sponsor Group I, LLC (the “Sponsor”), 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 (File No. 333-261247) 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”):
JOINDER TO LETTER AGREEMENT AND REGISTRATION RIGHTS AGREEMENTLetter Agreement and Registration Rights Agreement • September 13th, 2023 • APx Acquisition Corp. I • Blank checks
Reference is made to that certain Purchase Agreement, dated as of September 8, 2023 (the “Agreement”), by and among Templar, LLC (“Acquirer”), Apx Acquisition Corp. I (the “Company”) and APx Cap Sponsor Group I, LLC (the “Sponsor”), pursuant to which Acquirer shall acquire certain securities of the Company from the Sponsor. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Agreement.
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust • February 27th, 2023 • APx Acquisition Corp. I • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of February 27, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between APx Acquisition Corp. I (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 7th, 2024 • APx Acquisition Corp. I • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of September 7, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between APx Acquisition Corp. I (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 28th, 2024 • APx Acquisition Corp. I • Blank checks • New York
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of October 2, 2023 (the “Effective Date”), by and among APx Acquisition Corp. I, a Cayman Islands exempted company (hereinafter referred to as the “Company”), Templar, LLC, a Tennessee limited liability company (“Templar”) and APx Cap Sponsor Group I, LLC, a Cayman Islands limited liability company (“APX Sponsor” and together with Templar, the “Class B Shareholders”). The Company and Class B Shareholders are each sometimes referred to in this Agreement individually as a “Party” and, collectively, as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 19th, 2021 • APx Acquisition Corp. I • Blank checks
This Securities Purchase Agreement (this “Agreement”), is made and entered into May 21, 2021 by and between APx Acquisition Corp. I, a Cayman Islands exempted company (the “Company”) and APx Cap Sponsor Group I, LLC, a Cayman Islands limited liability company (the “Buyer”).
