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).
WHEREAS, Bank is to enter into the Loan and Security Agreement, dated as of the date hereof, with Pledgors (as amended, restated, supplemented or otherwise modified from time to time, the Loan Agreement; capitalized terms used herein without definition have the meanings ascribed to them in the Loan Agreement), pursuant to which Bank will extend loans to Borrower; and
WHEREAS, Bank has required as a condition of entering into the Loan Agreement that each Pledgor secure its obligations under the Loan Agreement and the other Loan Documents by granting Bank a first priority Lien against all of its personal property, including all of the outstanding Shares of which such Pledgor is the legal and beneficial owner, subject to the limit on the pledge of Shares of Foreign Subsidiaries specified in the Loan Agreement (the Pledged Equity), including, without limitation, the Shares listed in Exhibit A hereto.
NOW, THEREFORE, IT IS AGREED THAT:
(a) As security for the full and prompt performance of all Obligations, each Pledgor hereby collaterally assigns, pledges and grants a security interest to Bank in the Shares and to the extent stock certificate(s) exist for the applicable Shares delivers to Bank such stock certificate(s), duly endorsed in blank or together with duly executed stock assignment(s) in favor of Bank, representing such applicable Shares (the Collateral), and grants to Bank a security interest in the Collateral, together with whatever is receivable or received when the Collateral or proceeds thereof are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and all proceeds thereof, dividends and distributions thereon, additions thereto and substitutions therefor, including all new or substituted or additional shares, other securities, cash or other properties distributed with respect to the foregoing stock or other securities subject to this Agreement, whether as a result of merger, consolidation, dissolution, reorganization, recapitalization, interest payment, stock split, stock dividend, other dividend or distribution, reclassification, redemption or any other change declared or made in the capital structure of the issuer of any of the Pledged Equity, or otherwise (collectively, the Proceeds), such Proceeds to be held by Bank in the same manner as the property originally pledged hereunder, except as otherwise provided in Section 2. The Collateral and the Proceeds are herein collectively referred to as the Pledged Collateral.