Introductory Note
Overview
On July 1, 2021 (the Closing
Date), AvePoint, Inc., a Delaware corporation (Legacy AvePoint), Apex Technology Acquisition Corporation, a Delaware corporation (Apex), Athena Technology Merger Sub, Inc., a Delaware
corporation (Merger Sub 1) and Athena Technology Merger Sub 2, LLC, a Delaware limited liability company (Merger Sub 2, and together with Merger Sub 1, the Merger
Subs), consummated the closing of the transactions contemplated by the Business Combination Agreement and Plan of Reorganization, dated November 23, 2020, by and among Apex, Legacy AvePoint and Merger Subs, as amended by Amendment
No. 1, dated December 30, 2020, Amendment No. 2, dated March 8, 2021 and Amendment No. 3, dated May 18, 2021 (the Business Combination Agreement), following the approval at a special meeting of
the stockholders of Apex held on June 30, 2021 (the Special Meeting).
Pursuant to the terms of the Business Combination
Agreement, a business combination of Legacy AvePoint and Apex was effected by the merger of Merger Sub 1 with and into Legacy AvePoint (the First Merger), with Legacy AvePoint surviving the First Merger as a wholly-owned
subsidiary of Apex, and promptly following the First Merger, Legacy AvePoint was merged with and into Merger Sub 2 (the Second Merger), with Merger Sub 2 surviving the Second Merger (the Surviving
Entity) as a wholly-owned subsidiary of Apex (the Second Merger together with the First Merger, the Mergers and, collectively with the other transactions described in the Business Combination Agreement,
the Business Combination). Following the consummation of the Mergers on the Closing Date, the Surviving Entity changed its name to AvePoint US, LLC and Apex changed its name from Apex Technology Acquisition Corporation to
AvePoint, Inc. (the Company).
In connection with Special Meeting and the Business Combination, holders of 17,372 shares of Apex
common stock, par value $0.0001 per share (Apex Common Stock), or 0.05% of the shares with redemption rights, exercised their right to redeem their shares for cash at a redemption price of approximately $10.05 per share,
for an aggregate redemption amount of $174,582.
Conversion and Exchange of Equity in the Business Combination
At the effective time of the First Merger (the Effective Time), as a result of the First Merger, each share of Legacy AvePoint
preferred stock, par value $0.001 per share (Legacy AvePoint Preferred Stock) that was then issued and outstanding was cancelled and converted into the right to receive the following: (x) the number of shares of the
Companys common stock, par value $0.0001 per share (Common Stock) equal to (1) (A) (i) the aggregate amount of shares of Common Stock distributable to the holders of the Legacy AvePoint Preferred Stock in the
First Merger multiplied by the Per Share Amount (as defined below), minus (ii) $135 million, divided by (B) $10.00, divided by (2) the aggregate number of shares Legacy AvePoint common stock, par value $0.001
per share (Legacy AvePoint Common Stock) issuable upon the conversion of the Legacy AvePoint Preferred Stock immediately prior to the Effective Time; (y) an amount in cash equal to (i) $135 million in cash
(subject to deduction for the aggregate amount of the PIPE financing fees payable by the holders of the Legacy AvePoint Preferred Stock in the First Merger), divided by the aggregate number of shares Legacy AvePoint Common Stock issuable upon
the conversion of the Legacy AvePoint Preferred Stock immediately prior to the Effective Time; and (z) the number of shares of Common Stock equal to the aggregate amount of the contingent consideration, if any, that is distributed to the
holders Legacy AvePoint securities, divided by the fully diluted number of Legacy AvePoint securities.
At the Effective Time, as a result of the First
Merger, each share of Legacy AvePoint Common Stock issued and outstanding immediately prior to the Effective Time (excluding any dissenting shares and shares held by certain executives of Legacy AvePoint) (such shares, the Named
Executive Shares) was cancelled and converted into the right to receive the following: (x) an amount in cash equal to (1) the gross merger consideration divided by the number of fully diluted number of Legacy AvePoint
securities (the Per Share Amount), multiplied by (2) the applicable percentage of cash elected to be received by the applicable holder of such shares (subject to withholding such holders pro rata share of
the PIPE financing fees payable by such holder); (y) the number of shares of Common Stock equal to (1) (A) the Per Share Amount, multiplied by (B) the difference obtained by subtracting applicable percentage of cash elected to be
received by the applicable holder of such shares from one, divided by (2) $10.00; provided that if the aggregate amount of cash elected by all such holders of Legacy AvePoint Common Stock prior to any adjustment
2