Exhibit 10.6


 


EXECUTION VERSION


 


SPONSOR SUPPORT AGREEMENT


 


This Sponsor Support
Agreement (this “Sponsor Agreement”) is dated as of November 23, 2020, by and among Apex Technology Sponsor
LLC, a Delaware limited liability company (the “Apex Sponsor” and together with any “Insider Sponsor”
who becomes a party to this Sponsor Agreement pursuant to Section 1.14, the “Sponsors” and each, a “Sponsor”),
Apex Technology Acquisition Corp., a Delaware corporation (“Apex”), and AvePoint, Inc., a Delaware corporation
(the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to
such terms in the Business Combination Agreement.


 


RECITALS


 


WHEREAS, as of the date
hereof, each Sponsor is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the
Exchange Act) of certain shares of Apex Class A Common Stock (“Apex Common Shares”), Apex Class B Common Stock
(the “Founder Shares” and collectively with the Apex Common Shares, the “Apex Shares”) and
warrants exercisable for shares of Apex Common Stock (the “Placement Warrants”) in each case as set forth on
Schedule I attached hereto (all such securities or other equity securities, together with any shares of the Apex’s
capital stock or other equity securities of which ownership of record or the power to vote (including, without limitation, by proxy
or power of attorney) is hereafter acquired by any such Sponsor during the period from the date hereof through the Expiration Time
are referred to herein as the “Subject Securities”);


 


WHEREAS, contemporaneously
with the execution and delivery of this Sponsor Agreement, Apex, Athena Technology Merger Sub, Inc., a Delaware corporation (“First
Merger Sub”), Athena Technology Merger Sub 2, LLC, a Delaware limited liability company (“Second Merger Sub”
and, together with First Merger Sub, “Merger Subs” and each, a “Merger Sub”), and the Company,
have entered into a Business Combination Agreement and Plan of Reorganization (as amended or modified from time to time, the “Business
Combination Agreement”), dated as of the date hereof, pursuant to which, among other transactions, First Merger Sub will
be merged with and into the Company (the “First Merger”), with the Company continuing on as the surviving entity
(the “Surviving Corporation”) in the First Merger and, as soon as practicable following the First Merger and
as part of the same overall transaction of the First Merger, the Surviving Corporation will merge with and into Second Merger Sub
(the “Second Merger” and together with the First Merger, the “Mergers”), with Second Merger
Sub continuing on as the surviving entity in the Second Merger, on the terms and conditions set forth therein; and


 


WHEREAS, as an inducement
to Apex and the Company to enter into the Business Combination Agreement and to consummate the transactions contemplated therein,
the parties hereto desire to agree to certain matters as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby
agree as follows:


 






      


     


    

 


ARTICLE
I

SPONSOR SUPPORT AGREEMENT; COVENANTS


 


Section 1.1 Binding
Effect of Business Combination Agreement


 


. Each Sponsor hereby acknowledges that
it has read the Business Combination Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and
legal advisors. Each Sponsor shall be bound by and comply with Section 7.11 (Public Announcements) of the Business Combination
Agreement (and any relevant definitions contained in such Section) as if such Sponsor was an original signatory to the Business
Combination Agreement with respect to such provision and each reference to Apex in such provision referred to such Sponsor.


 


Section 1.2 Exclusivity.
During the period commencing on the date hereof and ending at the Expiration Time (as defined below), no Sponsor shall, nor shall
any Sponsor direct any of its Representatives to, solicit, initiate, continue, or engage in discussions or negotiations with, or
enter into any agreement with, or encourage, respond, provide any information to, or commence due diligence with respect to, any
person (other than the Company, its stockholders or any of their affiliates or Representatives), concerning an Apex Business Combination
Proposal. Each Sponsor shall, and shall cause its controlled affiliates to, and shall cause their respective Representatives to,
immediately cease any and all existing discussions or negotiations with any person with respect to any Apex Business Combination
Proposal (other than the Transactions) to the extent required by the Business Combination Agreement.


 


Section 1.3 No
Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Effective Time and (b) such
date and time as the Business Combination Agreement shall be terminated in accordance with Section 9.01 thereof (the earlier of
(a) and (b), the “Expiration Time”), no Sponsor shall (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate
in the filing of) a registration statement with the SEC (other than the Registration Statement) or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act,
with respect to any Subject Securities owned by such Sponsor, (ii) deposit any Subject Securities into a voting trust or enter
into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with
this Sponsor Agreement or otherwise transfer any voting or approval rights with respect to the Subject Securities, (iii) enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any Subject Securities owned by such Sponsor or (iv) publicly announce any intention to effect any transaction specified in
clause (i), (ii) or (iii).


 


Section 1.4 New
Shares. In the event that (a) any Subject Securities are issued to such Sponsor after the date of this Sponsor Agreement pursuant
to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of Subject Securities of, on or
affecting the Subject Securities owned by such Sponsor or otherwise, (b) such Sponsor purchases or otherwise acquires beneficial
ownership of any Subject Securities after the date of this Sponsor Agreement, or (c) such Sponsor acquires the right to vote or
share in the voting of any Subject Securities after the date of this Sponsor Agreement (such shares of Apex Capital Stock or other
equity securities of Apex, collectively the “New Securities”), then such New Securities acquired or purchased
by such Sponsor shall be subject to the terms of this Sponsor Agreement to the same extent as if they constituted Subject Securities
owned by such Sponsor as of the date hereof.


 






     2


     


    

 


Section 1.5 Waiver
of Anti-Dilution Provision.


 


(a) Section
4.3(b)(i) of the Apex Amended and Restated Certificate of Incorporation, dated September 16, 2019 (the “Apex Charter”)
provides that each share of Class B Common Stock, par value $0.0001 per share, of Apex (“Apex Existing Class B Common
Stock”) shall automatically convert into one share of Apex Class A Common Stock (the “Initial Conversion Ratio”)
on the closing of the Business Combination (as defined in the Apex Charter) and Section 4.3(b)(ii) of the Apex Charter provides
that the Initial Conversion Ratio shall be adjusted (the “Adjustment”) in the event that additional shares of Apex
Class A Common Stock or Equity-linked Securities (as defined in the Charter) are issued or deemed issued in excess of the amounts
sold in Apex’s initial public offering of securities and related to the closing of the initial Business Combination such
that the holders of the Apex Existing Class B Common Stock shall continue to own 25% of the issued and outstanding shares of the
Apex Common Stock.


 


(b) As
of and conditioned upon the Closing, each Sponsor hereby irrevocably relinquishes and waives (for itself and for its successors,
heirs and assigns), to the fullest extent permitted by law, any and all rights such Sponsor has or will have under Section 4.3(b)(ii)
of the Apex Charter to receive shares of Apex Class A Common Stock in excess of the number issuable at the Initial Conversion Ratio
upon conversion of the Apex Existing Class B Common Stock held by such Sponsor in connection with the Transactions as a result
of any Adjustment and, as a result, the shares of Apex Existing Class B Common Stock shall convert into shares of Apex Class A
Common Stock (or such equivalent security) at the Closing on a one-for-one basis.


 


Section 1.6 Closing
Date Deliverables. On the Closing Date, each Sponsor that holds any Subject Securities shall deliver to Apex and the Company
(a) a duly executed copy of the Amended and Restated Registration Rights Agreement substantially in the form attached as Exhibit
A to the Business Combination Agreement and (b) a duly executed copy of the Lock-Up Agreement substantially in the form attached
as Exhibit B to the Business Combination Agreement.


 


Section 1.7 Sponsor Agreements.


 


(a) At
any meeting of the stockholders of Apex, however called, or at any adjournment thereof, or in any other circumstance in which the
vote, consent or other approval of the shareholders of Apex is sought, each Sponsor shall (i) appear at each such meeting or otherwise
cause all of its Apex Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be
voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its,
his, or her Apex Shares:


 


(i) in
favor of each Apex Proposal;


 


(ii) against
any Apex Business Combination Proposal or any proposal relating to an Apex Business Combination Proposal (in each case, other than
the Apex Proposals);


 






     3


     


    

 


(iii) against
any business combination agreement or merger (other than the Business Combination Agreement and the Mergers), consolidation, combination,
sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Apex;


 


(iv) against
any change in the business, management or Board of Directors of Apex (other than in connection with the Apex Proposals);


 


(v) against
any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Sponsor Agreement,
the Business Combination Agreement or the Mergers, (B) result in a breach in any respect of any covenant, representation, warranty
or any other obligation or agreement of Apex or the Merger Subs under the Business Combination Agreement, (C) result in any of
the conditions set forth in Article VIII of the Business Combination Agreement not being fulfilled or (D) change in any manner
the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Apex; and


 


(vi) to
take such other action reasonably requested by the Company in support of the Mergers, the Business Combination Agreement and any
of the Transactions.


 


Each Sponsor hereby
agrees that such Sponsor shall not commit or agree to take any action inconsistent with the foregoing.


 


(b) Each
Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter
Agreement, dated as of September 16, 2019, by and among the Sponsors, Apex and the other parties thereto (the “Voting
Letter Agreement”), including the obligations of such Sponsor pursuant to Section 1 therein to not redeem any Apex Shares
owned by such Sponsor in connection with the transactions contemplated by the Business Combination Agreement.


 


(c) During
the period commencing on the date hereof and ending on the earlier of the Effective Time and the termination of the Business Combination
Agreement pursuant to Section 9.01 thereof, without the prior written consent of the Company, no Sponsor shall modify or amend
any contract between or among such Sponsor or any affiliate of such Sponsor (other than Apex or any of its subsidiaries), on the
one hand, and Apex or any of Apex’s subsidiaries, on the other hand, including, for the avoidance of doubt, the Voting Letter
Agreement.


 


(d) Apex
and Apex Sponsor hereby agree that the provisions of Section 7 of the Voting Letter Agreement shall not be amended or waived prior
to the Effective Time without the prior written consent of the Company.


 


Section 1.8 Further
Assurances. Each Sponsor shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably
necessary under applicable Laws to consummate the Mergers and the other transactions contemplated by the Business Combination
Agreement on the terms and subject to the conditions set forth therein and herein.


 






     4


     


    

 


Section 1.9 No
Inconsistent Agreement. Each Sponsor hereby represents and covenants that such Sponsor has not entered into, and shall not
enter into, any agreement that would restrict, limit or interfere with the performance of such Sponsor’s obligations hereunder.
Prior to the Expiration Time, Sponsor shall not liquidate or dissolve.


 


Section 1.10 Ineligible
Apex IPO Underwriting Fees. On the Closing Date, the Apex Sponsor shall pay or satisfy (or cause to be paid or satisfied at
the sole cost and expense of Sponsor, and for the avoidance of doubt, without any contribution by Apex or any of its Subsidiaries)
any unpaid Ineligible Apex IPO Underwriting Fees in cash.


 


Section 1.11 Vesting
Provisions.


 


(a) No
Transfer of Sponsor Earn-Out Shares. The Apex Sponsor agrees that, on the Closing Date, 2,916,700 shares of Apex Common Stock
(the “Sponsor Earn-Out Shares”) held by the Apex Sponsor as of the Closing shall be subject to the vesting provisions
set forth in this Section 1.11. The Apex Sponsor agrees that it shall not (and will cause its affiliates and any Insider Sponsor
that holds any Sponsor Earn-Out Shares not to) transfer any Sponsor Earn-Out Shares held by the Apex Sponsor prior to the date
such Sponsor Earn-Out Shares become vested pursuant to this Section 1.11.


 


(b) Vesting
of Sponsor Earn-Out Shares. The Sponsor Earn-Out Shares shall be placed in an escrow account pursuant to an escrow agreement
reasonably acceptable to the Company on the Closing Date and shall be subject to vesting and be released to the Apex Sponsor as
follows:


 


(i) 
100% of the Sponsor-Earn Out Shares shall vest and be released to the Apex Sponsor if at any time prior to or as of the seventh
anniversary of the Closing, the Closing Price is greater than or equal to $15.00 (as adjusted for share splits, share capitalization,
reorganizations, recapitalizations and the like) over any 20 Trading Days within any 30 Trading Day period; and


 


(ii) 100%
of the remaining Sponsor-Earn Out Shares that have not previously vested under Section 1.11(b)(i) shall vest and be released to
the Apex Sponsor if at any time prior to or as of the seventh anniversary of the Closing, Apex consummates a Subsequent Transaction.


 


(c) Equitable
Adjustment. Notwithstanding the foregoing, the Closing Price targets in Section 1.11(b) shall be equitably adjusted to reflect
appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities
convertible into shares of Apex Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or
exchange of shares or other like change with respect to shares of Apex Common Stock occurring on or after the date hereof and prior
to the time any such Sponsor Earn-Out Shares are delivered to the Apex Sponsor.


 


Section 1.12 Vesting
Shares Legend.


 


(a) Each Sponsor agrees that the Sponsor
Earn-Out Shares shall be subject to the restrictions set forth herein, including as set forth in Section 1.3.


 






     5


     


    

 


(b) Each Sponsor agrees
that, in connection with the Transactions, the Sponsor Earn-Out Shares shall, concurrently with the Closing, have the Legend (as
defined below) affixed to them as set forth in this Section 1.12. The restrictions set forth pursuant to this Sponsor Agreement
are referred to as the “Transfer Restrictions”. Each Sponsor acknowledges and agrees that the Sponsor Earn-Out
Shares shall be subject to the Transfer Restrictions until such Transfer Restrictions expire in accordance with the terms of this
Sponsor Agreement.


 


(c)  The
books and records of Apex evidencing the Sponsor Earn-Out Shares shall be stamped or otherwise imprinted with a legend (the “Legend”)
in substantially the following form:


 


THE SECURITIES EVIDENCED
HEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER, AND CERTAIN OTHER AGREEMENTS, SET FORTH IN THE SPONSOR SUPPORT AGREEMENT DATED
AS OF NOVEMBER 23, 2020, BY AND AMONG APEX TECHNOLOGY SPONSOR LLC AND THE OTHER PARTIES THERETO.


 


Section 1.13 Tax Matters.
The parties to this Sponsor Agreement hereby acknowledge and agree that (A) for U.S. federal income tax purposes, (i) the Apex
Sponsor will be treated as the owner of the Sponsor Earn-Out Shares during the period such Sponsor Earn-Out Shares are subject
to vesting pursuant to Section 1.11(a) and (ii) the release to Sponsor from an escrow account of any Sponsor Earn-Out Shares shall
not be treated as resulting in any a transfer of property to Sponsor and (B) the parties shall file all tax returns consistent
with this Section 1.14 and, except to the extent otherwise required by a “determination” as such term is used in Section 1313
of the Code, take no position or action inconsistent with this Section 1.14 (whether in audits, tax returns or otherwise).


 


Section 1.14 Additional
Parties. In the event that after the date of this Sponsor Agreement, any Insider Sponsor acquires beneficial ownership of any
Subject Securities, then the Apex Sponsor shall cause such Insider Sponsor to become a party to this Sponsor Agreement by executing
a counterpart signature page hereto as a Sponsor, and such person shall thereby be bound by, and subject to, all the terms and
provisions of this Sponsor Agreement applicable to a Sponsor.


 


Section 1.15 Certificate
of Amendment. On the date of this Support Agreement, the Company will file the Company Certificate of Amendment with the Delaware
Secretary of State and cause the Company Certificate of Amendment to become effective.


 


ARTICLE
II

REPRESENTATIONS AND WARRANTIES


 


Section 2.1 Representations
and Warranties of each Sponsor. Each Sponsor represents and warrants as of the date hereof (or the date such Sponsor becomes
a party hereto) to Apex and the Company (solely with respect to such Sponsor and not with respect to any other Sponsor) as follows:


 


(a) Organization;
Due Authorization. If such Sponsor is not a natural person, such Sponsor is duly organized, validly existing and in good standing
under the Laws of Delaware, and the execution, delivery and performance of this Sponsor Agreement and the consummation of the transactions
contemplated hereby are within such Sponsor’s corporate powers and have been duly authorized by all necessary corporate actions
on the part of such Sponsor. This Sponsor Agreement has been duly executed and delivered by such Sponsor and, assuming due authorization,
execution and delivery by the other parties to this Sponsor Agreement, this Sponsor Agreement constitutes a legally valid and binding
obligation of such Sponsor, enforceable against such Sponsor in accordance with the terms hereof (subject to the Remedies Exception).
If this Sponsor Agreement is being executed in a representative or fiduciary capacity, the Person signing this Sponsor Agreement
has full power and authority to enter into this Sponsor Agreement on behalf of such Sponsor.


 






     6


     


    

 


(b) Ownership.
Such Sponsor is the record and beneficial owner (as defined in the Securities Act) of, and has good title to, all of the Subject
Securities listed across from such Sponsor’s name on Schedule 1 hereto, and there exist no Liens or any other limitation
or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Securities (other than
transfer restrictions under the Securities Act)) affecting any such Subject Securities, other than Liens pursuant to (i) this Sponsor
Agreement, (ii) the Apex Organizational Documents, (iii) the Business Combination Agreement, (iv) the Voting Letter Agreement or
(v) any applicable securities Laws. The Subject Securities are the only equity securities in Apex owned of record or beneficially
by such Sponsor on the date of this Sponsor Agreement, and none of the Subject Securities held by such Sponsor are subject to any
proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Securities, except as provided
hereunder and under the Voting Letter Agreement. Such Sponsor has full voting power with respect to the Subject Securities held
by such Sponsor. Other than the Subject Securities held by such Sponsor, such Sponsor does not hold or own any rights to acquire
(directly or indirectly) any equity securities of Apex or any equity securities convertible into, or which can be exchanged for
equity securities of Apex. The Subject Securities held by Apex Sponsor constitute all of the Subject Securities beneficially owned
by the Insider Sponsors as of the date of this Sponsor Agreement.


 


(c) No
Conflicts. The execution and delivery of this Sponsor Agreement by such Sponsor does not, and the performance by such Sponsor
of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Sponsor,
(ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under
any contract binding upon such Sponsor or such Sponsor’s Subject Securities), in each case, to the extent such consent, approval
or other action would prevent, enjoin or materially delay the performance by such Sponsor of its obligations under this Sponsor
Agreement or (iii) conflict with or violate any Law.


 


(d) Litigation.
There are no Actions pending against such Sponsor, or to the knowledge of such Sponsor threatened against such Sponsor, before
(or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner
challenges or seeks to prevent, enjoin or materially delay the performance by such Sponsor of its obligations under this Sponsor
Agreement.


 


(e) Brokerage
Fees. Except as described on Section 5.12 of the Apex Disclosure Schedule, no broker, finder, investment banker or other Person
is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the
Business Combination Agreement or Apex’s initial public offering based upon arrangements made by such Sponsor, for which
Apex or any of its affiliates may become liable.


 






     7


     


    

 


(f) Loans
and Advances. Such Sponsor represents and warrants that, as of the date hereof, there are no outstanding Working Capital Loans.
Notwithstanding anything herein to the contrary, each Sponsor waives any rights any contract or arrangement to convert all or any
portion of any Working Capital Loans into shares of Apex Class B Common Stock.


 


(g) Affiliate
Arrangements. Except as set forth on Schedule II attached hereto, neither such Sponsor, nor to the knowledge of such
Sponsor, any Person in which such Sponsor has a direct or indirect legal, contractual or beneficial ownership of 5% or greater
is party to, or has any rights with respect to or arising from, any contract with Apex or its Subsidiaries.


 


(h) Acknowledgment.
Such Sponsor understands and acknowledges that each of Apex and the Company is entering into the Business Combination Agreement
in reliance upon such Sponsor’s execution and delivery of this Sponsor Agreement.


 


ARTICLE
III

MISCELLANEOUS


 


Section 3.1 Termination.
This Sponsor Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest of (a)
the Expiration Time, (b) the liquidation of Apex; provided, that such liquidation occurs after the Expiration Time and the obligations
of Apex are assumed in accordance with Section 1.14herein and (c) the written agreement of the Apex Sponsor, Apex, and the Company.
Upon such termination of this Sponsor Agreement, all obligations of the parties under this Sponsor Agreement will terminate, without
any liability or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated
hereby, and no party hereto shall have any claim against another (and no person shall have any rights against such party), whether
under contract, tort or otherwise, with respect to the subject matter hereof; provided, however, that the termination of this
Sponsor Agreement shall not relieve any party hereto from liability arising in respect of any breach of this Sponsor Agreement
prior to such termination. This ARTICLE III shall survive the termination of this Sponsor Agreement.


 


Section 3.2 Governing
Law. This Sponsor Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise
out of or relate to this Sponsor Agreement or the negotiation, execution or performance of this Sponsor Agreement (including any
claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with
this Sponsor Agreement) will be governed by and construed in accordance with the Laws of the State of Delaware applicable to contracts
executed in and to be performed in that State.


 






     8


     


    

 


Section 3.3 CONSENT
TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL.


 


(a) THE
PARTIES TO THIS SPONSOR AGREEMENT SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE CHANCERY COURT IN RESPECT OF THE INTERPRETATION
AND ENFORCEMENT OF THE PROVISIONS OF THIS SPONSOR AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED
IN CONNECTION HEREWITH AND BY THIS SPONSOR AGREEMENT WAIVE, AND AGREE NOT TO ASSERT, ANY DEFENSE IN ANY ACTION FOR THE INTERPRETATION
OR ENFORCEMENT OF THIS SPONSOR AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH,
THAT THEY ARE NOT SUBJECT THERETO OR THAT SUCH ACTION MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT THIS SPONSOR
AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS OR THAT THEIR PROPERTY IS EXEMPT OR IMMUNE FROM EXECUTION, THAT THE ACTION IS
BROUGHT IN AN INCONVENIENT FORUM, OR THAT THE VENUE OF THE ACTION IS IMPROPER (PROVIDED,
THAT IF JURISDICTION IS NOT THEN AVAILABLE IN THE DELAWARE CHANCERY COURT, THEN ANY SUCH ACTION MAY BE BROUGHT IN ANY FEDERAL COURT
LOCATED IN THE STATE OF DELAWARE OR ANY OTHER DELAWARE STATE COURT). SERVICE OF PROCESS WITH RESPECT THERETO MAY BE MADE UPON ANY
PARTY TO THIS SPONSOR AGREEMENT BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS
ADDRESS AS PROVIDED IN Section 3.8.


 


(b) WAIVER
OF TRIAL BY JURY. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SPONSOR
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS SPONSOR AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SPONSOR AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT
(I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO
ENTER INTO THIS SPONSOR AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section
3.3.


 


Section 3.4 Assignment


 


. This Sponsor Agreement and all of the
provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and
permitted assigns. Neither this Sponsor Agreement nor any of the rights, interests or obligations hereunder will be assigned (including
by operation of law) without the prior written consent of the parties hereto.


 






     9


     


    

 


Section 3.5 Specific
Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Sponsor Agreement
was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms
hereof, in addition to any other remedy at law or in equity without the necessity of proving the inadequacy of money damages as
a remedy and without bond or other security being required, this being in addition to any other remedy to which they are entitled
at law or in equity. Each of the parties hereto hereby further acknowledges that the existence of any other remedy contemplated
by this Sponsor Agreement does not diminish the availability of specific performance of the obligations hereunder or any other
injunctive relief. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions to
prevent breaches of this Sponsor Agreement and to enforce specifically the terms and provisions of this Sponsor Agreement in the
chancery court or any other state or federal court within the State of Delaware, this being in addition to any other remedy to
which such party is entitled at law or in equity. Each party hereto hereby further agrees that in the event of any action by any
other party for specific performance or injunctive relief, it will not assert that a remedy at law or other remedy would be adequate
or that specific performance or injunctive relief in respect of such breach or violation should not be available on the grounds
that money damages are adequate or any other grounds.  


 


Section 3.6 Amendment.
This Sponsor Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the
execution and delivery of a written agreement executed by Apex, the Company and the Apex Sponsor. Notwithstanding the foregoing,
the Sponsor may update Schedule I attached hereto to list any additional Insider Sponsor who becomes a party to this Sponsor Agreement
pursuant to Section 1.14.


 


Section 3.7 Severability.
If any provision of this Sponsor Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Sponsor Agreement will remain in full force and effect. Any provision of this Sponsor Agreement held invalid
or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.


 


Section 3.8 Notices.
All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been duly given
(a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified
mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery
service or (d) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), except,
in each case, if an undelivered message is received by the sender, addressed as follows:


 


If to Apex:


 


Apex Technology Acquisition Corp.


533 Airport Blvd, Suite 400


Burlingame, California 94010


	 	Attention: 	Steve
Fletcher
		Email:	########




 


with a copy to (which will not constitute notice):


 


Latham & Watkins LLP


140 Scott Drive


Menlo Park, California 94025








	 	Attention: 	Josh M. Dubofsky; Brian Paulson; Saad
Khanani
		Email:	########

                                                                  ########




 






     10


     


    

 


If to the Company:


 


AvePoint, Inc.


901 East Byrd Street, Ste. 901


Richmond, Virginia 23219


	 	Attention: 	Brian Brown
		Email:	########




 


with a copy to (which shall not
constitute notice):


 


Cooley LLP


55 Hudson Yards


New York, New York 10001-2157


	 	Attention: 	Mike Lincoln


David Silverman


John McKenna


Brian Leaf
 
		Email:	########


########


########


########





 


If to any Sponsor:


 


Apex Technology Sponsor LLC


c/o Apex Technology Acquisition Corp.


533 Airport Blvd, Suite 400


Burlingame, California 94010


	 	Attention: 	Steve Fletcher
		Email:	########




 


with a copy to (which will not constitute notice):


 


Latham & Watkins LLP


140 Scott Drive


Menlo Park, California 94025


	 	Attention: 	Josh M. Dubofsky; Brian Paulson; Saad
Khanani
		Email:	########



 


Section 3.9 Counterparts.
This Sponsor Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission),
each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument.


 


Section 3.10 Capacity.
Each Insider Sponsor is signing this Sponsor Agreement solely in such Insider Sponsor’s capacity as a holder of Subject Securities,
and not in the Insider Sponsor’s capacity as a director, officer or employee of Apex or in the Insider Sponsor’s capacity
as a trustee or fiduciary of any employee benefit plan or trust. Notwithstanding anything herein to the contrary, nothing herein
shall in any way restrict a director or officer of Apex in the exercise of his or her fiduciary duties as a director or officer
of Apex or in his or her capacity as a trustee or fiduciary of any employee benefit plan or trust or prevent or be construed to
create any obligation on the part of any director or officer of Apex or any trustee or fiduciary of any employee benefit plan or
trust from taking any action in his or her capacity as such director, officer, trustee or fiduciary, provided that nothing contained
in this Section 3.10 shall obviate any of such Insider Sponsor’s Stockholder’s obligations under Article 1 of this
Sponsor Agreement.


 


Section 3.11 Entire
Agreement. This Sponsor Agreement and the agreements referenced herein constitute the entire agreement and understanding of
the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations
by or among the parties hereto to the extent they relate in any way to the subject matter hereof.


 


[THE REMAINDER OF THIS PAGE
IS INTENTIONALLY BLANK]


 




     11


     


    

 


IN WITNESS WHEREOF,
the Sponsors, Apex, and the Company have each caused this Sponsor Support Agreement to be duly executed as of the date first written
above.


 





	 	APEX SPONSOR:
	 	 	 
	 	APEX TECHNOLOGY SPONSOR LLC
	 	 	 
	 	By:	/s/ Jeff Epstein
	 	 	Name: 	Jeff Epstein
	 	 	Title:	Co-Chief Executive Officer, Chief Financial Officer and Secretary
	 	 	 
	 	APEX:
	 	 	 
	 	APEX TECHNOLOGY ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Jeff Epstein
	 	 	Name:	Jeff Epstein
	 	 	Title:	Co-Chief Executive Officer, Chief Financial Officer and Secretary


 


 


[Signature Page to Sponsor Support Agreement]


 



     


     


    

 


	 	COMPANY:
	 	 	 
	 	AVEPOINT, INC.
	 	 	 
	 	By: 	/s/ Brian Brown
	 	 	Name: 	Brian Brown
	 	 	Title:	Chief Legal Counsel and Chief Operating Officer




 


 


[Signature Page to Sponsor Support Agreement]