Exhibit 10.1


 


THIS
PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THIS
NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE
THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.  


 


PROMISSORY
NOTE


 


	Principal
    Amount:  Up to $300,000.00

     
	Dated
    as of February 3, 2021

    New
    York, New York



 


Apex
Technology Acquisition Corporation, a Delaware corporation (“Maker”), promises to pay to the order of Apex Technology
Sponsor LLC, a Delaware limited liability company, or its registered assigns or successors in interest or order (“Payee”),
the principal sum of up to Three Hundred Thousand Dollars ($300,000.00) in lawful money of the United States of America, on the terms
and conditions described below.  All payments on this Note shall be made by check or wire transfer of immediately available
funds or as otherwise determined by the Maker to such account as Payee may from time to time designate by written notice in accordance
with the provisions of this Note.


 


1.
Repayment. The principal balance of this Note shall be payable on the earliest to occur of (i) the date on which Maker consummates
its initial business combination and (ii) the date that the winding up of Maker is effective (such date, the “Maturity Date”).
The principal balance may be prepaid at any time, at the election of Maker. Under no circumstances shall any individual, including but
not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities
of the Maker hereunder.


 


2.
Interest. This Note shall be non-interest bearing.


  


3.
Drawdown Requests. Maker and Payee agree that Maker may request up to Three Hundred Thousand Dollars ($300,000) for costs reasonably
related to Maker’s initial business combination of its securities. The principal of this Note may be drawn down from time to time
prior to the earlier of: (i) the date on which Maker consummates its initial business combination and (ii) the date that the winding
up of Maker is effective, upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request
must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker
and Payee. Payee shall fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided,
however, that the maximum amount of drawdowns collectively under this Note is Three Hundred Thousand Dollars ($300,000). Once an amount
is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts
shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker. Notwithstanding the foregoing, all payments
shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without
limitation) reasonable attorneys’ fees, and then to the reduction of the unpaid principal balance of this Note.


 


4.
Application of Payments. All payments received by Payee pursuant to this Note shall be applied first to the payment in full
of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees,
and then to the reduction of the unpaid principal balance of this Note.


 


5.
Events of Default. The following shall constitute an event of default (“Event of Default”):


 


(a)
Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days
of the Maturity Date.


 


(b)
Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it
of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking
of corporate action by Maker in furtherance of any of the foregoing.


 






     


     


    

 


(c)
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up
or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive
days.


 


6.
Remedies.


 


(a)
Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note and all other amounts payable hereunder, shall
become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)
Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c) hereof, the unpaid principal balance of this Note and
all other amounts payable hereunder, shall automatically and immediately become due and payable, in all cases without any action on the
part of Payee.


  


7.
Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice
of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted
by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale
under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees
that any real or personal property that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution
issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 


8.
Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default,
or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of
any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted
or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by
Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties
may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


9.
Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing
and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax
number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided
to such party or such other electronic mail address as may be designated in writing by such party.  Any notice or other communication
so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.


 


10.
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE, WITHOUT REGARD TO THE CONFLICT
OF LAWS PROVISIONS THEREOF.


 


11.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 






    2


     


    

 


12.
Trust Waiver.  Notwithstanding anything herein to the contrary, Payee hereby waives any claim in or to any distribution
of or from the trust account (the “Trust Account”) established in connection with Maker’s initial public offering
(the “IPO”), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any claim against
the Trust Account for any reason whatsoever; provided, however, that upon the consummation of the initial business combination, Maker
shall repay the principal balance of this Note out of the proceeds released to Maker from the Trust Account.


 


13.
Amendment; Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written
consent of Maker and Payee.


 


14.
Assignment.  No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto
(by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the
required consent shall be void; provided, however, that the foregoing shall not apply to an affiliate of Payee who agrees
to be bound to the terms of this Note.


 


15. Conversion.


 


(a)
Notwithstanding anything contained in this Note to the contrary, at Payee’s option, at any time prior to payment in full of the
principal balance of this Note, Payee may elect to convert all or any portion of the unpaid principal balance of this Note into that
number of units, each unit consisting of one share of Class A common stock of the Maker and one half of warrant, each whole warrant exercisable
for one share of Class A common stock of the Maker (the “Conversion Units”), equal to: (x) the portion
of the principal amount of this Note being converted pursuant to this Section 15, divided by (y) $10.00, rounded up to the nearest whole
number of units. The Conversion Units shall be identical to the units issued by the Maker to the Payee in a private placement upon consummation
of the Maker’s initial public offering. The Conversion Units and their underlying securities, and any other equity security of
Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination
of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in
Section 15 hereof.


 


(b)
Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such
converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed,
to Maker or such other address which Maker shall designate against delivery of the Conversion Units, (iii) Maker shall promptly deliver
a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange
for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective
affiliates) (Payee or such other persons, the “Holders”) the Conversion Units, which shall bear such legends as are
required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities
laws.


 


(c)
The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units
upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting
from any transfer requested by the Holders in connection with any such conversion.


 


(d)
The Conversion Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable
provisions of law.


 


16.
Registration Rights.


 


(a)
Reference is made to that certain Registration Rights Agreement between Maker and the parties thereto, dated as of September 16, 2019
(the “Registration Rights Agreement”). All capitalized terms used in this Section 16 shall have the same meanings
ascribed to them in the Registration Rights Agreement.


 


(b)
The Holders shall be entitled to one Demand Registration, which shall be subject to the same provisions as set forth in Section 2.1 of
the Registration Rights Agreement.


 


(c)
The Holders shall also be entitled to include the Conversion Units and their underlying securities in Piggyback Registrations, which
shall be subject to the same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that in
the event that an underwriter advises Maker that the Maximum Number of Securities has been exceeded with respect to a Piggyback Registration,
the Holders shall not have any priority for inclusion in such Piggyback Registration.


 


(d)
Except as set forth above, the Holders and Maker, as applicable, shall have all of the same rights, duties and obligations set forth
in the Registration Rights Agreement.


 


[Signature
Page Follows]





 






    3


     


    

  


IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the
day and year first above written.


 


	 	APEX TECHNOLOGY ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ Brad Koenig
	 	 	Name: Brad Koenig
	 	 	Title: Co-Chief Executive Officer