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”).
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”).
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”).
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”):
