Exhibit
10.3


 


_______________,
2020


 


Apex
Technology Acquisition Corporation


533
Airport Boulevard, Suite 400


Burlingame,
CA 94010


 


Re:
Lock-Up Agreement


 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination
Agreement and Plan of Reorganization (the “BCA”) entered into by and among Apex Technology Acquisition
Corporation, a Delaware corporation (the “Company”), Athena Technology Merger Sub, Inc., a Delaware
corporation (“Merger Sub 1”), Athena Technology Merger Sub 2, LLC, a Delaware limited liability corporation
(“Merger Sub 2”), and AvePoint, Inc., a Delaware corporation (“AvePoint”),
pursuant to which, among other things, Merger Sub 1 will be merged with and into AvePoint on the date hereof, with AvePoint surviving
such merger as a wholly owned subsidiary of the Company, followed immediately thereafter by a forward merger between Merger Sub
2 and the surviving company, with Merger Sub 2 surviving the merger (the “Merger”).


 


In
order to induce the Company to proceed with the Merger and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the undersigned (the “Securityholder”) hereby agrees with the Company
as follows:


 


1. Subject
to the exceptions set forth herein, the Securityholder agrees not to, without the prior written consent of the board of directors
of the Company, (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, or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any shares
of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) held by it immediately
after the effective time of the Merger, any shares of Common Stock issuable upon the exercise of options to purchase shares of
Common Stock held by it immediately after the effective time of the Merger, or any securities convertible into or exercisable
or exchangeable for Common Stock held by it immediately after the effective time of the Merger (including any shares of Class
A Common Stock, par value $0.0001 per share, of the Company) (the “Lock-up Shares”), (ii) 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 of the Lock-up Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise
or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (the actions specified in clauses
(i)-(iii), collectively, “Transfer”) until 180 days after the closing date of the Merger (the “Lock-Up
Period”).


 


2. The
restrictions set forth in paragraph 1 shall not apply to:


 


		(i)	in
                                         the case of an entity, (A) to another entity that is an affiliate (as defined in Rule
                                         405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or
                                         to any investment fund or other entity controlling, controlled by, managing or managed
                                         by or under common control with the undersigned or affiliates of the undersigned or who
                                         shares a common investment advisor with the undersigned or (B) as part of a distribution
                                         to members, partners or shareholders of the undersigned;



 






     


     


    

 


		(ii)	in
                                         the case of an individual, Transfers by gift to members of the individual’s immediate
                                         family (as defined below) or to a trust, the beneficiary of which is a member of one
                                         of the individual’s immediate family, an affiliate of such person or to a charitable
                                         organization;



 


		(iii)	in
                                         the case of an individual, Transfers by virtue of laws of descent and distribution upon
                                         death of the individual;



 


		(iv)	in
                                         the case of an individual, Transfers by operation of law or pursuant to a court order,
                                         such as a qualified domestic relations order, divorce decree or separation agreement;



 


		(v)	in
                                         the case of an individual, Transfers to a partnership, limited liability company or other
                                         entity of which the undersigned and/or the immediate family (as defined below) of the
                                         undersigned are the legal and beneficial owner of all of the outstanding equity securities
                                         or similar interests;



 


		(vi)	in
                                         the case of an entity that is a trust, to a trustor or beneficiary of the trust or to
                                         the estate of a beneficiary of such trust;



 


		(vii)	in
                                         the case of an entity, Transfers by virtue of the laws of the state of the entity’s
                                         organization and the entity’s organizational documents upon dissolution of the
                                         entity;



 


		(viii)	transfers
                                         of any shares of Common Stock or other securities acquired as part of the Private Placements
                                         with PIPE Investors (each as defined in the BCA) or issued in exchange for, or on conversion
                                         or exercise of, any securities issued as part of the Private Placements with PIPE Investors;



 


		(ix)	transactions
                                         relating to Common Stock or other securities convertible into or exercisable or exchangeable
                                         for Common Stock acquired in open market transactions after the effective time of the
                                         Merger, provided that no such transaction is required to be, or is, publicly announced
                                         (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F,
                                         13G or 13G/A) during the Lock-Up Period;



 


		(x)	the
                                         exercise of stock options or warrants to purchase shares of Common Stock or the vesting
                                         of stock awards of Common Stock and any related transfer of shares of Common Stock to
                                         the Company in connection therewith (x) deemed to occur upon the “cashless”
                                         or “net” exercise of such options or warrants or (y) for the purpose of paying
                                         the exercise price of such options or warrants or for paying taxes due as a result of
                                         the exercise of such options or warrants, the vesting of such options, warrants or stock
                                         awards, or as a result of the vesting of such shares of Common Stock, it being understood
                                         that all shares of Common Stock received upon such exercise, vesting or transfer will
                                         remain subject to the restrictions of this Letter Agreement during the Lock-Up Period;



 


		(xi)	Transfers
                                         to the Company pursuant to any contractual arrangement in effect at the effective time
                                         of the Merger that provides for the repurchase by the Company or forfeiture of Common
                                         Stock or other securities convertible into or exercisable or exchangeable for Common
                                         Stock in connection with the termination of the Securityholder’s service to the
                                         Company;



 


		(xii)	the
                                         entry, by the Securityholder, at any time after the effective time of the Merger, of
                                         any trading plan providing for the sale of shares of Common Stock by the Securityholder,
                                         which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act, provided,
                                         however, that such plan does not provide for, or permit, the sale of any shares
                                         of Common Stock during the Lock-Up Period and no public announcement or filing is voluntarily
                                         made or required regarding such plan during the Lock-Up Period;



 






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		(xiii)	transactions
                                         in the event of completion of a liquidation, bona fide third-party tender offer, merger,
                                         consolidation, stock exchange or other similar transaction which results in all of the
                                         Company’s securityholders having the right to exchange their shares of Common Stock
                                         for cash, securities or other property in one transaction or a series of related transactions; and



 


		(xiv)	transactions
                                         to satisfy any U.S. federal, state, or local income tax obligations of the Securityholder
                                         (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue
                                         Code of 1986, as amended (the “Code”), or the U.S. Treasury
                                         Regulations promulgated thereunder (the “Regulations”) after
                                         the date on which the BCA was executed by the parties, and such change prevents the Merger
                                         from qualifying as a “reorganization” pursuant to Section 368 of the Code
                                         (and the Merger does not qualify for similar tax-free treatment pursuant to any successor
                                         or other provision of the Code or Regulations taking into account such changes), in each
                                         case solely and to the extent necessary to cover any tax liability as a direct result
                                         of the transaction.



 


provided,
however, that (A) in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement,
in substantially the form of this Letter Agreement (it being understood that any references to “immediate family”
in the agreement executed by such transferee shall expressly refer only to the immediate family of the Securityholder and not
to the immediate family of the transferee), agreeing to be bound by these Transfer restrictions. For purposes of this paragraph,
“immediate family” shall mean a spouse, domestic partner, child (including by adoption), father, mother, brother or
sister of the undersigned, and lineal descendant (including by adoption) of the undersigned or of any of the foregoing persons;
and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended.


 


3. In
furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities
described therein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation
or breach of this Letter Agreement.


 


4. If
another party or group acquires from the Company beneficial ownership of or any options or securities convertible into or exercisable
or exchangeable for at least 0.5% of the then outstanding shares of any class of equity securities of the Company and the Company
either does not enter into a Letter Agreement with transfer restrictions with respect to such party’s or group’s ownership
or enters into a Letter Agreement with such party or group which includes transfer restriction provisions that are less favorable
to the Company than those contained in this Letter Agreement, then the provisions of this Letter Agreement shall be automatically
amended to the extent necessary to conform them to the corresponding provisions of the agreement with such party or group (or
if no such agreement is entered into, be removed) and the Company shall promptly notify Securityholder in writing of such amendments;
provided that Securityholder may, by written notice to the Company, reject each such change individually (or group of changes
as a whole) and elect to retain the provisions in effect as of immediately prior to the date on which such provisions would have
otherwise been amended in accordance with this paragraph. For clarity, this Section 4 shall not apply to any provisions of that
certain Amended and Restated Registration Rights Agreement, dated as of the date hereof, by and between the Company, Apex Technology
Sponsor LLC, Cantor Fitzgerald & Co., and certain other parties thereto, and any transfer restrictions contained or referenced
therein (or to any permitted transferees of parties thereto). The Company represents that it has not entered into, nor failed
to enter into, any agreement with a party or group prior to the date hereof that would violate this paragraph if entered into
after the date hereof. The provisions of this section 4 shall not be applied in the case of an early release from the restrictions
described in any such Letter Agreement in connection with an underwritten public offering, whether or not such offering or sale
is wholly or partially a secondary offering of the Common Stock (an “Underwritten Sale”), provided that the undersigned,
to the extent the undersigned has a contractual right to demand or require the registration of the undersigned’s Lock-up
Shares or otherwise “piggyback” on a registration statement filed by the Company for the offer and sale of its Common
Stock, is offered the opportunity to participate on a basis consistent with such contractual rights in such Underwritten Sale.


 






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5. This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may
not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
by a written instrument executed by the undersigned Securityholder and the Company.


 


6. No
party hereto may assign either this Letter Agreement or any of its rights, interests or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on the Securityholder and each of its respective successors, heirs and assigns and permitted transferees.


 


7. This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this
Letter Agreement shall be brought and enforced in the Delaware Chancery Court, and irrevocably submit to such jurisdiction and
venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or
that such courts represent an inconvenient forum.


 


8. This
Letter Agreement shall terminate on the expiration of the Lock-up Period.


 


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	 	Very truly yours,
	 	 	 
	 	If stockholder is an individual:
	 	 	 
	 	Signature:	 
	 	 	 
	 	Print Name:	 
	 	 	 
	 	If stockholder is an entity:



 


	 	Name of Stockholder: 	 



 


	 	Signature:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title: 	 


 


[Signature Page to Lock-Up Agreement]