FREQUENTLY USED TERMS
“Apex” means Apex Technology Acquisition Corporation (which
was renamed AvePoint, Inc. in connection with the Business
“Apex IPO” means Apex’s initial public offering of units,
consummated on September 19, 2019.
“Apex Initial Stockholders” means the initial stockholders
of Apex, including Apex’s officers and Apex’s directors, listed on
Schedule C of the Business Combination Agreement.
“Business Combination” means the transactions contemplated
by the Business Combination Agreement.
“Business Combination Agreement” means the Business
Combination Agreement and Plan of Reorganization, dated as of
November 23, 2020, as amended on December 30, 2020,
March 8, 2021 and May 18, 2021, and as may be further
amended from time to time, by and among Apex, AvePoint and Merger
“Closing” means the consummation of the Business
“Closing Date” means July 1, 2021, the date on which
the Closing occurred.
“Closing Price” means, for each day that the common stock is
trading on the Nasdaq Global Select Market, the closing price
(based on such trading day) of shares of common stock on the Nasdaq
Global Select Market, as reported on Nasdaq.com.
“Cantor” means Cantor Fitzgerald & Co,
representative of the underwriters of the Apex IPO.
“Cantor Shares” means the 152,500 units initially purchased
by Cantor and certain of its designees in a private placement in
connection with the Apex IPO.
“First Merger” means the merger of Merger Sub I with
and into Legacy AvePoint, with Legacy AvePoint surviving the First
Merger as a wholly-owned subsidiary of Apex.
“Initial Stockholder Shares” means the 657,500 units
initially purchased by the Apex Initial Stockholders in a private
placement in connection with the Apex IPO.
“Legacy AvePoint” means AvePoint, Inc. a Delaware
corporation, doing business as AvePoint, Inc., and, unless the
context requires otherwise, its consolidated subsidiaries.
“Mergers” means the First Merger and Second Merger,
“Merger Sub 1” means Athena Technology Merger Sub, Inc., a
Delaware corporation and wholly-owned subsidiary of Apex.
“Merger Sub 2” means Athena Technology Merger Sub 2, LLC, a
Delaware limited liability company and a wholly-owned subsidiary of
“Merger Subs” means Merger Sub I and Merger Sub 2,
“Merger Sub Common Stock” means Merger Sub 1’s common
stock, par value $0.00001 per share.
“PIPE” means that certain private placement in the aggregate
amount of $140 million, to be consummated immediately prior to
the consummation of the Business Combination, pursuant to those
certain Subscription Agreements with Apex, and subject to the
conditions set forth therein, pursuant to which the subscribers
purchased 14,000,000 shares of our common stock at a purchase price
of $10.00 per share.