AvePoint is an independent software vendor of SaaS solutions for migrating, managing, and protecting data in Microsoft 365. All notices and other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by facsimile (receipt of which is confirmed, followed by delivery via overnight courier service) or sent, postage prepaid, by registered, certified or express mail or overnight courier service and shall be deemed given when so delivered by hand or facsimile, or if mailed, three days after mailing (one Business Day in the case of express mail or overnight courier service), as follows: Attention: Henry Stupp, Chief Executive Officer. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. Apex Technology (APXT) is in talks with merging with Microsoft (MSFT) partner AvePoint. Coles will serve on the combined company’s board of directors. The special purpose acquisition company has reached a merger … Each of the Credit Parties agrees that the amounts set forth in Schedule III hereto represent the entirety of the Obligations of the Company with respect to each Credit Party. (c) Binding Nature. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder: (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11; (b) any claim that it or its property is. Apex and Northern Star will host a joint investor conference call to discuss the proposed transaction today, February 22, 2021, at 8:00am ET. 18.Covenants of the Company. LAST week, the merger between JF Apex Securities Bhd — a unit of locally listed Apex Equity Holdings Bhd — and Mercury Securities Sdn Bhd cleared a major hurdle. (c) Governmental Consents. or consolidation of such party or otherwise) without the prior written consent of the other parties hereto; provided, that nothing herein shall preclude the Credit Party Representative from resigning at its sole discretion subject to the requirements explicitly set forth in Section 1(b). 2.49%, + APXT Stock: Why Apex Shares Are Climbing Ahead of the AvePoint SPAC Merger Jan. 12, 2021 at 9:58 a.m. Each of the Credit Parties that is not a natural person has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. 7.Assignment. The Credit Parties further agree that Parent and its Affiliates (including the Surviving Company after the Closing) shall have no liability for, and the Credit Parties shall indemnify Parent and its Affiliates (including the Surviving Company after the Closing), severally on a pro-rata basis in accordance with the percentages set forth in Schedule II, and not jointly, with respect to, any Liability or claims related to or arising from the calculation set forth in Schedule II attached hereto. This Agreement, and all Legal Actions (whether based on contract, tort, or statute) arising out of, relating to, or in connection with this Agreement or the actions of any of the parties hereto in the negotiation, administration, performance, or enforcement hereof, shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware. Other than in respect of Section 18, a party in breach of this Agreement shall, on demand, indemnify and hold harmless the other parties for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other parties by reason of the enforcement and protection of its rights under this Agreement. Apex Technology Acquisition Corporation (NASDAQ:APXT) scored a price-to-earnings ratio above its average ratio, recording 338.33 x from its present earnings ratio. Each Credit Party has had the opportunity to have this Agreement reviewed by counsel for such Credit Party. Each of the Credit Parties that is not a natural person is duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation. Each Credit Party hereby releases the Credit Party Representative from any and all claims and agrees not to bring or threaten to bring or otherwise join in any claim against the Credit Party Representative relating to, arising out of or in connection with any action taken, or non-action (so long as such action or inaction was taken or omitted in good faith within what the Credit Party Representative reasonably believed to be the scope of its authority under this Agreement), solely in its capacity as the Credit Party Representative in accordance with this Agreement or the Merger Agreement, except for fraud or gross negligence by the Credit Party Representative. Each Credit Party hereby appoints the Credit Party Representative as such Credit Party’s true and lawful agent, attorney-in-fact and representative, with full power of substitution and resubstitution, in such Credit Party’s name, place and stead, (i) with respect to any and all matters designated to the Credit Party Representative in the Merger Agreement, (ii) to designate the accounts of the Credit Parties to which their. Download Apex PDF Splitter Merger for Windows to merge multiple PDF documents in one file. 5.Release of Credit Party Representative. 10.Governing Law. Ltd.. In a press release, Apex said 3.2 million of its 13 million customer accounts were … Microsoft cloud partner AvePoint going public via merger with blank-check company Apex Technology Published: Nov. 23, 2020 at 9:57 a.m. Upon termination of this Agreement, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any party hereto, except for any indemnification obligations pursuant to Section 4 hereof, which shall remain in full force and effect. Apex’s diverse client base includes online brokerages, traditional wealth managers, professional traders and consumer brands. 8.Attorney’s Fees. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 14.Entire Agreement. Securities custody and clearing firm, Apex Clearing Corp said on Monday that it is going public through a reverse merger with Northern Star Investment Corp II. 5.47, + Apex is experiencing significant growth and momentum, now serving over … Sick of waiting for APXT (Apex Technology Acquisition Corp) stock to move? EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Between the date hereof and the Effective Time (or the earlier valid termination of the Merger Agreement in accordance with its terms), the Company shall: (a) from the date of this Agreement through the Effective Time, the Company shall provide to the Credit Party Representative every Friday a report which includes the following: (1) the Company’s then-outstanding accounts payable; (2) the Company’s then-outstanding accounts receivable; (3) the Company’s then-outstanding Indebtedness (including all accrued interest); (4) the Company’s Cash balance as of the date of the report; and (5) a statement confirming that the Company has not taken or committed to take any action which would violate Sections 18(b), (c) or (d) of this Agreement; (b) not pay, cause to be paid or approve any bonuses to any directors, officers or employees of the Company; (c) not prepay any Indebtedness other than as required by any applicable financing document; and. Compensation; Limitation of Liability; Indemnification. 9.Notices. 13.Interpretation. It’s looking like investors are starting to take notice of blank-check company Apex Technology … Apex will … This Agreement and the Merger Agreement contain the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. (b) Authority; Non-Contravention; Governmental Consents; Board Approval. Upon receipt by the Company of the PPP Forgiveness Notice pursuant to Section 6.23 of the Merger Agreement, to the extent any amount of the PPP Loan Escrow Amount is payable to the Credit Parties thereunder, the Credit Party Representative shall deliver to the PPP Loan Escrow Agent a certified statement apportioning to each Credit Party an amount equal to the. The Credit Party Representative shall not be liable to any Credit Party for the performance of any act or failure to act so long as its action or failure to act was taken or omitted in good faith within what the Credit Party Representative reasonably believed to be the scope of its authority and for a purpose which it reasonably believed to be in the best interest of the Credit Parties and does not constitute gross negligence or willful misconduct. At Apex Equity’s extraordinary general meeting (EGM) last Wednesday, the merger resolution was passed with 54.8%, or 100.85 million shares, voting in favour while the remaining 45.2%, or 83.19 million shares, voted against. This Agreement may be executed by facsimile or via email as a portable document format (.pdf) and in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement or the terms hereof to produce or account for more than one of such counterparts. Opinions Execution Version. All rights Apex WAVE Merger runs on the following operating systems: Windows. Parent, Merger Sub and any other Person may conclusively and absolutely rely (without inquiry or further evidence of any kind whatsoever) upon any decision, act, consent or instruction of the Credit Party Representative on behalf of all Credit Parties relating to this Agreement or the other transaction documents as being the decision, act, consent or instruction of such Credit Parties, and on any document or instrument executed or delivered by the Credit Party Representative on behalf of any or all of the Credit Parties relating to this Agreement or the other transaction documents as having been executed or delivered by such Credit Parties. Shares of the SPAC has jumped 26% on the supposed announcement. That number has increased by more than $14 billion year-to-date in 2021. reviewers. Apex Technology Acquisition Corporation operates as a subsidiary of Apex … The voting date hasn't been set yet but the combination is expected to close in Q1 of 2021. Apex will list on the NYSE under the ticker "APX.". The execution, delivery, and performance of this Agreement by each of the Credit Parties, do not and will not: (i) contravene or conflict with, or result in any violation or breach of, the organizational documents of such Credit Party; or (ii) conflict with or violate any Law applicable to such Credit Party or any of its properties or assets. 21.No Reliance on Credit Party Representative by Credit Party. Exhibit 10.2 . (b) Resignation of Credit Party Representative. And year-to-date, Apex Clearing has provided custody for $14 billion in new assets. Apex PDF Merger download file is only 2.1 MB in size. This Agreement shall be binding upon and inure to the benefit of the Credit Party signatories hereto and their respective successors and permitted assigns. Apex reported fiscal 2020 profit before tax of $74.8 million. On Nov. 24, a Cohen & Co. (NYSEAMERICAN: COHN)-sponsored SPAC announced a merger with a leading new type of insurance company called Metromile. 4. The Mergers will have the effects specified under Delaware law. The Credit Parties agree to indemnify the Credit Party Representative in its capacity. Subject to the terms of this Agreement, the Credit Party Representative shall have full power and authority to do and perform each and every act and thing requisite and necessary to be done in the fulfillment of the Credit Party Representative’s duties and responsibilities set forth above as fully to all intents and purposes as such Credit Party might or could do in person. (RTTNews) - Shares of Apex Technology Acquisition Corp. (APXT) are surging over 35% on Friday morning. Such new Credit Party Representative shall notify Parent in writing within two (2) Business Days of such resignation and appointment. Editorial Disclosure: Reviews are as determined by Benzinga Money. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Legal Action in the manner provided in Section 9 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the Credit Parties hereby represents and warrants to the Credit Party Representative, the Company, Parent and Merger Sub as of the date hereof and as of the Closing Date as follows: (a) Organization. 20.Counterparts. See also: How to Invest in SPACs How to Invest in SPACs. By Robert Lakin, InvestorPlace Contributor Jan 12, 2021, 9:58 am EST. The $450-million private placement of common stock led by Fidelity Management is priced at $10 per share. 6.Irrevocable Appointment. The company has about $100 billion in assets under custody. Subordinated Exchange Note, dated August 3, 2018, by and between the Company and Cove Street Capital Small Cap Value Fund, Subordinated Exchange Note, dated August 3, 2018 by and between the Company and Henry I. Stupp, Subordinated Exchange Note, dated August 3, 2018, by and between the Company and Ravich Revocable Trust of 1989, Promissory Note, dated June 18, 2020 executed by the Company in favor of Jess Ravich, Subordinated Exchange Note, dated August 3, 2018, by and between the Company and Square Deal Growth, LLC. The Credit Party Representative shall not have any duties, responsibilities, rights, powers or authority except those expressly set forth in this Agreement and the Merger Agreement, and no implied covenants, functions, responsibilities, duties, obligations, liabilities, rights, powers or authority shall be read into this Agreement or shall otherwise exist against the Credit Party Representative. Subject to the limitations provided herein, all actions taken by the Credit Party Representative pursuant to this Agreement shall be binding upon the Credit Parties, their successors, heirs, representatives and assigns as if expressly confirmed and ratified in writing by each of them. Article Stock Quotes (1) FREE Breaking News Alerts from StreetInsider.com! PPP Loan Escrow Amount payable to the Credit Parties multiplied by the percentage listed next to such Credit Party’s name set forth in Schedule II attached hereto. All current Apex shareholders and management will be rolling over 100% of their equity into the new company. Terms used but not defined herein shall have the meaning assigned to such terms in the Merger Agreement. AvePoint To Go Public Through SPAC Merger With Apex Technology By Amit Chowdhry November 26, 2020 AvePoint — an independent software vendor of SaaS solutions for migrating, managing, and protecting data in Microsoft 365 — announced it is going public through a merger with a special purpose acquisition company (SPAC) called Apex Technology Acquisition in a deal valued at $2 billion In the event of litigation relating to this Section 18, the non-prevailing party will reimburse the prevailing party for its costs and expenses (including, without limitation, legal fees and expenses) incurred in connection with all such litigation. In a press release, Apex said 3.2 million of its 13 million customer accounts were opened in the first two months of 2021. 11.Consent to Jurisdiction. That number has increased by more than $14 billion year-to-date in 2021. So long as this Agreement is in effect, no Credit Party shall enter into or consummate (or engage in any negotiations in respect of) any transaction that would result in any transfer or assignment of (including, without limitation, any transfer, assignment or grant of any participation interest in) any Financing Document or all or any portion of the Obligations (or any interest therein). ET on InvestorPlace.com 5 SPAC Stock Mergers Recently Announced and 3 Rumored Mergers exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action, or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action, or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Year-to-date, Apex Clearing has provided custody for $14 billion in new assets. Within five (5) Business Days after the final determination of the Adjustment Amount pursuant to Section 2.09 of the Merger Agreement, to the extent any amount of the Adjustment Escrow Amount is payable to the Credit Parties thereunder, the Credit Party Representative shall deliver to the Escrow Agent a certified statement apportioning to each Credit Party an amount equal to the Adjustment Escrow Amount payable to the Credit Parties multiplied by the percentage listed next to such Credit Party’s name set forth in Schedule II attached hereto. respective portions of the Credit Party Closing Payment Amount, the Adjustment Escrow Amount and the PPP Loan Escrow Amount, payable to the Credit Parties under the Merger Agreement as set forth in Section 2 hereof and (iii) to act on behalf of each Credit Party in any amendment of or litigation or arbitration involving the Merger Agreement and to do or retrain from doing all such further acts and things, and to execute all such documents, as such Credit Party Agreement shall deem appropriate or necessary in conjunction with any of the transactions contemplated by this Agreement or the Merger Agreement. The payment of such expenses is in addition to any other relief to which such other parties may be entitled. Benzinga does not provide investment advice. Each of the parties hereto irrevocably agrees that any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any state court located in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Legal Action, in the United States District Court for the District of Delaware. In addition to the approximately $352 million held in Apex’s trust account as of September 30, 2020, assuming no redemptions by Apex’s public stockholders, the combined company will benefit from $140 million in proceeds from a group of institutional investors participating in the transaction through a committed private investment (“PIPE”). None of the parties shall be liable or bound to any other party in any manner by any representations, warranties or covenants relating to such subject matter except as specifically set forth herein or therein. (d) not affirmatively agree in writing to any waiver or delay in payment of any receivable owed to the Company. In addition to the approximately $352 million held in Apex’s trust account as of September 30, 2020, assuming no redemptions by Apex’s public stockholders, the … 15.Severability. Each Credit Party agrees that the agency granted to the Credit Party Representative is coupled with an interest and is, therefore, irrevocable without the consent of the Credit Party Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of such Credit Party. CREDIT PARTY REPRESENTATIVE AGREEMENT. The SPAC Deal: Apex Clearing Holdings will go public via a merger with Northern Star Investment Corp. II (NYSE:NSTB) in a deal valuing the company at $4.7 billion. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. The words “include,” “includes” and “including” are deemed to be followed by the phrase “without limitation.”  Any reference to the masculine, feminine or neuter gender shall include such other genders and any reference to the singular or plural shall include the other, in each case unless the context otherwise requires. TD Ameritrade, Inc. and Accretive Capital LLC are separate, unaffiliated companies and Apex PDF Merger was filed under the Word Processing category and was reviewed in softlookup.com and receive 3.3/5 Score. It intends to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses in the software and internet technology industries. (ii)Non-Contravention. with a copy (which will not constitute notice to the Company) to: Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. 1.4%, Market Experts React To GameStop Hearing: 'Congress Needed To Dig Deeper', Do Not Sell My Personal Data/Privacy Policy. (a) The Credit Party Representative shall serve without compensation. The SPAC Deal Apex Clearing Holdings will go public via a merger with Northern Star Investment Corp. II NYSENSTB in a deal valuing the company at $4.7 billion. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. WHEREAS, the Company, the Credit Party Representative, Parent, and Merger Sub intend to enter into an Agreement and Plan of Merger (the “Merger Agreement”) whereby upon the Effective Time Merger Sub will merge with and into the Company (the “Merger”) and the Company will continue its corporate existence as the surviving corporation in the Merger and a wholly-owned Subsidiary of Parent; WHEREAS, the execution and delivery of this Agreement is a condition to the willingness of the Company, Parent and Merger Sub to enter into the Merger Agreement; WHEREAS, at the Closing, the Parent shall pay to accounts designated by the Credit Party Representative (on behalf of the Credit Parties) the Credit Party Closing Payment Amount in accordance with Section 2.09 of the Merger Agreement; WHEREAS, in connection with the Merger, the Credit Party Representative shall have the duties, authorizations and rights set forth in this Agreement and the Merger Agreement; and. Each of the Credit Parties has not transferred or assigned (including, without limitation, any transfer, assignment or grant of any participation interest in), or entered into any agreement to transfer or assign, any Financing Document entered into by the Company or its Affiliates in favor of such Credit Party or all or any portion of the Obligations (or any interest therein). This Agreement has been duly executed and delivered by each of the Credit Parties and, assuming due execution and delivery by the other parties hereto, constitutes the legal, valid, and binding obligation of each Credit Party, enforceable against such Credit Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, and other similar Laws affecting creditors’ rights generally and by general principles of equity. What you’ll get: a deep dive into relevant crypto projects, exclusive insights into alt coins from the pros & more! Any attempted assignment in violation of this Section 7 shall be void. Apex CEO William Capuzzi and Apex President Tricia Rothschild will continue to serve in their roles at the new public company. + The company was founded in 2019 and is based in Burlingame, California. Disclosure: Apex WAVE Merger is a Shareware software in the category Audio & Multimedia developed by Apex Software Technologies Pvt. (b) Each of the Credit Parties hereby agrees that immediately upon the Effective Time of the Merger and the payment to the Credit Parties of the Credit Party Closing Payment Amount, (i) all obligations, liabilities and indebtedness (including but not limited to any principal, interest, fees, premiums (if any), costs, and expenses) (collectively, the “Obligations”) under any promissory note (including any Subordinated Exchange Note issued by the Company to the Credit Parties pursuant to that certain Exchange Agreement, dated as of August 3, 2018 (as amended, restated, supplemented or otherwise modified from time to time)) and any other financing, note, credit and loan documents, and any collateral documents relating thereto entered into between the Company and such Credit Party or its Affiliates (the “Financing Documents”) shall be irrevocably satisfied and discharged in full, in each case, without any further action, (ii) the Financing Documents and all commitments thereunder shall automatically terminate, and all guaranties, liens, pledges, mortgages, account control agreements and any other security interests securing the Obligations shall automatically be deemed to be forever fully released, satisfied and discharged, in each case without further action of any party, and (iii) each Credit Party, at the Company’s sole cost and expense, will promptly deliver to the Company or such other party as the Company may direct (A) customary UCC-3 termination statements, intellectual property release documents and other releases pertaining to any liens and security interests of such Credit Party or its Affiliates on and in any property of the Company, (B) all possessory collateral with respect to the Financing Documents which are in the possession of any Credit Party or its Affiliates, and (C) such other termination statements, releases and other agreements, in form and substance reasonably satisfactory to the Company, as the Company may reasonably request in connection with the above described release and termination of liens and security interests on and in any of the property of the Company. The latest version of Apex WAVE Merger is currently unknown.
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