THIS PLEDGE AGREEMENT (this Agreement) is entered into as of July 1, 2021, by and between AVEPOINT, INC. (f/k/a APEX TECHNOLOGY ACQUISITION CORP.), a Delaware corporation (Pledgor) and HSBC VENTURES USA INC. (Bank).
WHEREAS, Bank is party to the Loan and Security Agreement, dated as of April 7, 2020 (as amended by the Limited Consent and First Amendment to Loan and Security Agreement, dated as of the date hereof, and as may be further 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), with Pledgor and AvePoint US, LLC (f/k/a Athena Technology Merger Sub 2, LLC) (successor by merger to AvePoint Operations, Inc. (f/k/a AvePoint, Inc.), Borrower), which provides for extensions of credit to be made by Bank to Borrower from time to time;
WHEREAS, Pledgor has provided a limited guaranty of the Obligations of Borrower and the other Loan Parties (such guaranteed Obligations, the Guaranteed Obligations) pursuant to the Limited Guaranty, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the Limited Guaranty), by Pledgor in favor of Bank; and
WHEREAS, the Loan Agreement requires that Pledgor secure its obligations under the Limited Guaranty by granting Bank a first priority Lien against all of the outstanding capital stock, equity interests, membership units, other securities and other ownership or profit interests in Borrower of which Pledgor is the legal and beneficial owner (the Pledged Equity), including, without limitation, the capital stock, equity interests, membership units, other securities and other ownership or profit interests listed on Exhibit A attached hereto.
NOW, THEREFORE, IT IS AGREED THAT:
(a) As security for the full and prompt performance of all Guaranteed Obligations, Pledgor hereby collaterally assigns, pledges and grants a security interest to Bank in the Pledged Equity and to the extent stock certificate(s) exist for the applicable Pledged Equity 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 Pledged Equity (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.