Exhibit 10.1


 


____, 2021


 


Apex Technology Acquisition Corporation II


533 Airport Blvd, Suite 400


Burlingame, CA 94010


 


	Re:	Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and among Apex Technology Acquisition Corporation II, a Delaware corporation (the “Company”),
and Goldman Sachs & Co. LLC, Cantor Fitzgerald & Co., Mizuho Securities USA LLC, and SoFi Securities, LLC, as representatives
(the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively,
the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”),
of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the
“Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share
(the “Common Stock”), and one-fourth of one redeemable warrant. Each whole warrant (each,
a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share,
subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-257728)
and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the
“Commission”) and the Company has applied to have the Units listed on The Nasdaq Capital Market. Certain capitalized
terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Underwriters to enter into the
Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, each of Apex Technology Sponsor II LLC (the “Sponsor”) and the undersigned
individuals, each of whom is a member of the Company’s board of directors and/or management team or an advisor of the Company (each,
an “Insider” and collectively, the “Insiders”), hereby agrees with the Company as
follows:


 


1. The Sponsor and each Insider agrees that if
the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination,
it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination and (ii)
not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval. If the Company engages in
a tender offer in connection with any proposed Business Combination, the Sponsor and each Insider agrees that it, he or she will not seek
to sell its, his or her shares of Capital Stock to the Company in connection with such tender offer.


 


2. The Sponsor and each Insider hereby agrees that
in the event that the Company fails to consummate a Business Combination within the timeframe set forth in the Company’s amended
and restated certificate of incorporation, as it may be amended from time to time (the “Charter”), the Sponsor
and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem
100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely
extinguish all Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if
any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the
Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses
(ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable
law. The Sponsor and each Insider agrees not to propose any amendment to the Charter to modify (i) the substance or timing of the ability
of holders of Offering Shares to seek redemption in connection with a Business Combination or amendments to the Charter prior thereto
or (ii) (A) the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
within such time set forth in the Charter or (B) any other provisions relating to stockholders' rights or pre-initial Business Combination
activity, unless the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number
of then outstanding Offering Shares.


 






     


     


    

 


The Sponsor and each Insider acknowledges that it, he or she has no
right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result
of any liquidation of the Company with respect to the Founder Shares or Private Placement Shares held by it, him or her. The Sponsor and
each Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, whether acquired now or
hereafter, any redemption rights it, he or she may have in connection with the consummation of a Business Combination or amendments to
the Charter prior thereto, including, without limitation, (i) any such rights available in the context of a stockholder vote to approve
such Business Combination or a stockholder vote to approve an amendment to the Charter to modify (A) the substance or timing of the Company’s
obligation to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period set
forth in the Charter or (B) any other provisions relating to stockholders' rights or pre-initial Business Combination activity or (ii)
in the context of a tender offer made by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their
respective affiliates shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the
Company fails to consummate a Business Combination within the time period set forth in the Charter).


 


3. During the period commencing on the date of
the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent
of the Representatives, (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 Commission promulgated thereunder, with respect to any Units, shares of Capital
Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Capital Stock owned by it, him or her,
(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 Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Capital
Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise. The
provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and
the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration
that such terms remain in effect at the time of the transfer.


 


4. In the event of the liquidation of the Trust
Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in the Charter,
the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened) to which the Company may become subject as a result of any
claim by (i) any third party for services rendered or products sold to the Company or (ii) any prospective target business with which
the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement
(a “Target”); provided, however, that such indemnification of the Company by the Indemnitor shall
(x) apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds in the
Trust Account to below the lesser of (i) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account
as of the date of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account due to
reductions in the value of the trust assets, less interest earned on the Trust Account which may be withdrawn to pay taxes, (y) not apply
to any claims by a third party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether
or not such waiver is enforceable) and (z) not apply to any claims under the Company’s indemnity of the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against
any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice
of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.


 






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5. To the extent that the Underwriters do not exercise
their over-allotment option to purchase up to an additional 4,500,000 Units in full within 45 days from the date of the Prospectus (and
as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal
to 1,125,000 multiplied by a fraction, (i) the numerator of which is 4,500,000 minus the number of Units purchased by the Underwriters
upon the exercise of their over-allotment option, and (ii) the denominator of which is 4,500,000. The Sponsor will be required to forfeit
only that number of Founder Shares as is necessary so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s
issued and outstanding shares of Capital Stock after the Public Offering (not including the Private Placement Shares).


 


6. The Sponsor and each Insider hereby agrees and
acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider
of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9, as applicable, of this Letter Agreement (ii) monetary
damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition
to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7. (a) The Sponsor and each Insider agrees that
it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof) until the earlier of
(A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Business Combination, (x)
if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s
initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization
or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common
Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b) The Sponsor and each Insider agrees that it,
he or she shall not Transfer any Private Placement Units, the Private Placement Shares, the Private Placement Warrants or shares of Common
Stock issued or issuable upon the exercise of the Private Placement Warrants, until 30 days after the completion of a Business Combination
(the “Private Placement Units Lock-up Period”,
together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions set forth in
paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants
and shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares
that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted
(a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or
any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates; (b) in the case of an individual, by gift
to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s
immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws
of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations
order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater
than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior to
the completion of an initial Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited
liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (a)
through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer
restrictions herein.


 


8. The Sponsor and each Insider represents and
warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association
or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information
furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects and does not
omit any material information with respect to the Insider’s background. Each Insider’s questionnaire furnished to the Company
is true and accurate in all respects. Each Insider represents and warrants that: it, he or she is not subject to or a respondent in any
legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating
to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving
fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities
and it, he or she is not currently a defendant in any such criminal proceeding.


 






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9. Except as disclosed in the Prospectus, neither
the Sponsor nor any officer, director, advisor or any affiliate of the Sponsor, officer, director or advisor of the Company, shall receive
any reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with
any services rendered in order to effectuate, the consummation of the Company’s initial Business Combination (regardless of the
type of transaction that it is).


 


10. The Sponsor and each Insider has full right
and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or
director on the board of directors or an advisor of the Company and hereby consents to being named in the Prospectus as an officer and/or
director of the Company or an advisor of the Company.


 


11. As used herein, (i) “Business Combination”
shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving
the Company and one or more businesses; (ii) “Capital Stock” shall mean, collectively, the
Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean (a) the 8,625,000
shares of the Company’s Class B common stock, par value $0.0001 per share, initially issued to the Sponsor (up to 1,125,000 Shares
of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriters)
for an aggregate purchase price of $25,000, or approximately $0.002 per share, prior to the consummation of the Public Offering; (iv)
“Initial Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private
Placement Shares” shall mean the 800,000 shares of Common Stock comprising the Private Placement Units; (vi) “Private
Placement Units” shall mean the 800,000 units, each comprised of one share of Common Stock and one-fourth of one warrant
to purchase one share of Common Stock, that the Sponsor has agreed to purchase for an aggregate purchase price of $8,000,000 in the aggregate,
or purchase price of $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously with the consummation of
the Public Offering; (vii) “Private Placement Warrants” shall mean the Warrants to purchase up to 200,000 shares
of Common Stock comprising the Private Placement Units; (viii) “Public Stockholders” shall mean the holders
of securities issued in the Public Offering; (ix) “Trust Account” shall mean the trust fund into which a portion
of the net proceeds of the Public Offering shall be deposited; and (x) “Transfer” shall mean the (a) sale of,
offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement
to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease
of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated
thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


  


12. The Company will maintain an insurance policy
or policies providing directors’ and officers’ liability insurance, and each Director shall be covered by such policy or policies,
in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.


 


13. 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 all parties hereto.


 


14. 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 parties. 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 Sponsor and each Insider and their respective successors, heirs
and assigns and permitted transferees.


 


15. Nothing in this Letter Agreement shall be construed
to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this
Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises
and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors,
heirs, personal representatives and assigns and permitted transferees.


 






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16. This Letter Agreement may be executed in any
number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.


 


17. This Letter Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter
Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.


 


18. This Letter Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of New York, 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 courts
of New York City, in the State of New York, 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.


 


19. Any notice, consent or request to be given
in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


  


20. This Letter Agreement shall terminate on the
earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however, that this Letter Agreement
shall earlier terminate in the event that the Public Offering is not consummated and closed by December 31, 2021; provided further that
paragraph 4 of this Letter Agreement shall survive such liquidation.


 


21. The Company, the Sponsor and each Insider hereby
acknowledges and agrees that the Representatives on behalf of the Underwriters are third party beneficiaries of this Letter Agreement.


  


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	APEX TECHNOLOGY SPONSOR II LLC
	 	 	 
	 	By:	 
	 	 	Name: 	Steven Fletcher
	 	 	Title:  	Managing Member


 


	 	By:	 
	 	 	Name: 	Jeff Epstein


 


	 	By:	 
	 	 	Name: 	Brad Koenig


 


	 	By:	 
	 	 	Name: 	Stephen CuUnjieng


 


	 	By:	 
	 	 	Name: 	Donna Wells 


 


	 	By:	 
	 	 	Name: 	David York


 


	 	By:	 
	 	 	Name: 	Alex Vieux


 


	 	By:	 
	 	 	Name: 	Steven Fletcher


 


	Acknowledged and Agreed:	 
	 	 
	APEX TECHNOLOGY ACQUISITION CORPORATION II	 
	 	 	 
	By:	 	 
	 	Name: 	Brad Koenig	 
	 	Title: 	Co-Chief Executive Officer 	 


 


[Signature Page to Letter Agreement]


 


 


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