ASSIGNMENT AND ASSUMPTION AGREEMENT
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).
W I T N E S S E T H:
WHEREAS, the Assignor has entered into that certain Loan and Security Agreement, dated as of April 7, 2020 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, including as amended by that certain Limited Consent and First Amendment to Loan and Security Agreement, dated as of the date hereof (the First Amendment), the LSA), among the Assignor, as the Borrower, the other Loan Parties party thereto, the Bank and certain other parties party thereto from time to time;
WHEREAS, pursuant to the Combination Agreement (as defined in the First Amendment), the Assignor shall merge with and into the Assignee, with the Assignee as the surviving entity and as a result of which, the Assignee shall assume all rights and obligations of the Assignor by operation of law, including such rights and obligations of Assignor as the Borrower under the LSA and the other Loan Documents; and
WHEREAS, the Assignor wishes to assign, transfer and convey to the Assignee all of the Assignors rights as the Borrower under, and the Assignee wishes to assume from the Assignor all of the Assignors obligations and liabilities as Borrower under, the LSA and the other Loan Documents (as each of such terms is defined in the LSA).
NOW, THEREFORE, the parties hereto hereby agree as follows:
I. Defined Terms. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the LSA.
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Assignment and Assumption.
1. Assignment of Rights and Obligations. At the time the Second Certificate of Merger (as defined in the Combination Agreement) is duly filed with the Secretary of State of Delaware and the Second Merger (as defined in the Combination Agreement) becomes effective (the Effective Time), the Assignor hereby reaffirms and ratifies the validity and enforceability of all of the Liens and security interests heretofore granted and pledged pursuant to the Loan Documents to the Bank as collateral security for the Obligations and irrevocably assigns, transfers and conveys to the Assignee all of the Assignors rights, indebtedness, Obligations (including, without limitation, all Obligations in respect of the Advances), covenants, agreements, terms, conditions, duties and liabilities as the Borrower and a Loan Party under or with respect to the LSA, any of the other Loan Documents and any and all certificates and other documents executed by the Assignor in connection therewith (collectively, the Assumed Obligations).