AMENDMENT NO. 2 TO
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION
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.
WHEREAS, Apex, the Merger Subs and the Company are parties to the Business Combination Agreement (the Parties);
WHEREAS, the Parties desire to amend the Business Combination Agreement as set forth in this Amendment; and
WHEREAS, Section 9.04 of the Business Combination Agreement provides that, prior to the Effective Time, the Business Combination Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties.
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Parties agree as follows:
1. Amendment to the Business Combination Agreement.
(a) The definition of Cash Consideration Shortfall Amount in Section 1.01 of the Business Combination Agreement is hereby deleted and replaced with the following:
Cash Consideration Shortfall Amount means the amount, if any, by which (a) the sum of (i) the Company Preferred Stock Cash Amount plus (ii) the Named Executive Cash Amount plus (iii) the Aggregate Cash Election Amount plus (iv) the Balance Sheet Cash Amount, exceeds (b) the sum of (i) the Aggregate Available Cash plus (ii) the PIPE Fees; provided, that such amount shall be deemed to be zero if it is a negative number.