Exhibit 10.6.1


 


UNIT SUBSCRIPTION AGREEMENT


 


This UNIT SUBSCRIPTION
AGREEMENT (this “Agreement”) is made as of the [__] day of September 2019, by and between Apex Technology Acquisition
Corporation, a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (the “Subscriber”).


 


WHEREAS, the Company
desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 137,500 units
(the “Units”) of the Company, each Unit comprised of one share of Class A common stock of the Company, par value
$0.0001 per share (“Common Stock”) and one half of one warrant, each whole warrant exercisable to purchase one
share of Common Stock (“Warrant”), for a purchase price of $10.00 per Unit. The shares of Common Stock underlying
the Warrants are hereinafter referred to as the “Warrant Shares”. The shares of Common Stock underlying the
Units (excluding the Warrant Shares) are hereinafter referred to as the “Placement Shares.” The Warrants underlying
the Units are hereinafter referred to as the “Placement Warrants.” The Units, Placement Shares, Placement Warrants
and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant
is exercisable to purchase one share of Common Stock at an exercise price of $11.50 during the period commencing on the later of
(i) twelve (12) months from the date of the closing of the Company’s initial public offering of units (the “IPO”)
and (ii) 30 days following the consummation of the Company’s initial business combination (the “Business Combination”),
as such term is defined in the registration statement in connection with the IPO, as amended at the time it becomes effective (the
“Registration Statement”), and expiring on the fifth anniversary of the consummation of the Business Combination
(provided that so long as the Placement Warrants are held by the Subscriber or its designees, the Subscriber or its designees will
not be permitted to exercise such Placement Warrants after the five year anniversary of the effective date of the Registration
Statement); and


 


WHEREAS, the Subscriber
wishes to purchase an aggregate of 137,500 Units, and the Company wishes to accept such subscription from the Subscriber.


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and Subscriber hereby agree as follows:


 


1. Agreement
to Subscribe


 


	 	1.1.	Purchase and Issuance of the Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Units in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.


 


		1.2.	Purchase
Price. As payment in full for the Initial Units being purchased under this Agreement, the Subscriber shall pay $1,375,000 (the
“Purchase Price”) by wire transfer of immediately available funds or by such other method as may be reasonably
acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be
chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”),
on or prior to the   Closing Date.


  


1.3. Closing. The closing
of the purchase and sale of the Initial Units shall take place simultaneously with the closing of the IPO (the “Closing
Date”). The closing of the purchase and sale of the Units shall take place at the offices of Ellenoff Grossman &
Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York, 10105, or such other place as may be agreed
upon by the parties hereto.


 


1.4 Conditions to Closing.
The obligation of the Subscriber to purchase and pay for the Units as provided herein shall be subject to the satisfaction of the
conditions set forth in Section 5 of the Underwriting Agreement, dated as of the date hereof, by and between the Company and the
Subscriber, as representative of the underwriters named therein (the “Underwriting Agreement”).


 






     


     


    

 


1.5 Termination. This
Agreement and each of the obligations of the undersigned shall be null and void and without effect if a Closing does not occur
prior to December 31, 2019.


 


2. Representations and Warranties
of Subscriber


 


Subscriber represents and warrants to the
Company that:


 


2.1. No Government
Recommendation or Approval. Subscriber understands that no federal or state agency has passed upon or made any recommendation or
endorsement of the Company or the Offering of the Securities.


 


2.2. Accredited Investor.
Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby
is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the
Securities Act and similar exemptions under state law.


 


2.3. Intent. Subscriber
is purchasing the Securities solely for investment purposes, for Subscriber’s own account (and/or for the account or benefit
of its members or affiliates, as permitted, pursuant to the terms hereof), and not with a view to the distribution thereof and
Subscriber has no present arrangement to sell the Securities to or through any person or entity except as may be permitted hereunder.
The Subscriber shall not engage in hedging transactions with regard to the Securities unless in compliance with the Securities
Act.


 


2.4. Restrictions on
Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering
in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act
and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be
offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities
Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant
to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with
any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and
understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that if any
transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber
may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent
registration or another available exemption from registration, Subscriber agrees it will not resell the Securities (unless otherwise
permitted pursuant to the terms hereof). Subscriber further acknowledges that because the Company is a shell company, Rule 144
may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the
initial Business Combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or
waiver of any contractual transfer restrictions.


  


2.5. Sophisticated
Investor.


 


(i) Subscriber is
sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.


 


(ii) Subscriber is
aware that an investment in the Securities is highly speculative and subject to substantial risks because, among other things,
(a) the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot
be sold unless subsequently registered under the Securities Act or an exemption from such registration is available and (b) Subscriber
has waived its redemption rights with respect to the Securities as set forth in Section 5 hereof, and the Securities held by the
Subscriber are not entitled to, and have no right, interest or claim to any monies held in the Trust Account, and accordingly Subscriber
may suffer a loss of a portion or all of its investment in the Securities. Subscriber is able to bear the economic risk of its
investment in the Securities for an indefinite period of time.


 






    2


     


    

 


2.6. Organization and
Authority. Subscriber is duly organized, validly existing and in good standing under the laws of its state of incorporation or
formation and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.7. Authority. This
Agreement has been validly authorized, executed and delivered by Subscriber and is a valid and binding agreement enforceable in
accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement
of creditors’ rights generally.


 


2.8. No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions contemplated hereby
do not violate, conflict with or constitute a default under (i) Subscriber's charter documents, (ii) any agreement or instrument
to which Subscriber is a party or (iii) any law, statute, rule or regulation to which Subscriber is subject, or any agreement,
order, judgment or decree to which Subscriber is subject.


 


2.9. No Legal Advice
from Company. Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by
this Agreement and the other agreements entered into between the parties hereto with Subscriber’s own legal counsel and investment
and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements entered
into between the parties hereto, Subscriber is relying solely on such counsel and advisors and not on any statements or representations
of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the
transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


2.10. Reliance on Representations
and Warranties. The Subscriber understands the Units are being offered and sold to the Subscriber in reliance on exemptions from
the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states,
and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and
understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.


 


2.11. No General Solicitation.
Subscriber is not subscribing for the Units as a result of or subsequent to any general solicitation or general advertising, including
but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media
or broadcast over television or radio, or presented at any seminar or meeting or in a registration statement with respect to the
IPO filed with the Securities and Exchange Commission (“SEC”).


  


2.12. Legend. Subscriber
acknowledges and agrees the certificates evidencing each of the Securities shall bear a restrictive legend (the “Legend”),
in form and substance substantially as set forth in Section 4 hereof.


 


3. Representations,
Warranties and Covenants of the Company


 


The Company represents
and warrants to, and agrees with, Subscriber that:


 


3.1. Valid Issuance
of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000
shares of Class A Common Stock, 10,000,000 shares of Class B Common Stock, $0.0001 par value per share (the “Class B Common
Stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”).
As of the date hereof, the Company has issued and outstanding 7,906,250 shares of Class B Common Stock (of which up to 1,031,250
shares are subject to forfeiture as described in the Registration Statement), no shares of Class A Common Stock and no shares of
Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully
paid and non-assessable.


 


3.2 Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant agreement to be entered into
between the Company and Continental, as warrant agent (the “Warrant Agreement”), as the case may be, each of
the Units, Placement Shares, Placement Warrants and Warrant Shares will be duly and validly issued, fully paid and non-assessable.
On the date of issuance of the Units and Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with,
and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, Subscriber will have or receive good title
to the Units, Placement Shares and Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other
than (i) transfer restrictions hereunder and (ii) transfer restrictions under federal and state securities laws.


 






    3


     


    

 


3.3. Organization and
Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State
of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.


 


3.4. Authorization;
Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this
Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this
Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary
corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required,
and (iii) this Agreement constitutes valid and binding obligations of the Company enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or
by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited
by federal and state securities laws or principles of public policy.


 


3.5. No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not (i) result in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict with, or
constitute a default under any agreement or instrument to which the Company is a party or (iii) any law statute, rule or regulation
to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other than any SEC
or state securities filings which may be required to be made by the Company subsequent to the Closing, and any registration statement
which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain
any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory
entity in order for it to perform any of its obligations under this Agreement or issue the Units, Placement Shares, Placement Warrants
or Warrant Shares in accordance with the terms hereof.


 


3.6. Additional Representations
and Warranties. The representations and warranties of the Company set forth in the Underwriting Agreement are hereby incorporated
herein.


  


4. Legends


 


4.1. Legend. The Company
will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber
in the name of the Subscriber. The Securities will bear the following Legend and appropriate “stop transfer” instructions:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A UNIT SUBSCRIPTION AGREEMENT BETWEEN APEX TECHNOLOGY
ACQUISITION CORPORATION AND CANTOR FITZGERALD & CO. AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE UNIT SUBSCRIPTION AGREEMENT.”


 


4.2. Subscriber’s
Compliance. Nothing in this Section 4 shall affect in any way the Subscriber’s obligations and agreements to comply with
all applicable securities laws upon resale of the Securities.


 






    4


     


    

 


4.3. Company’s
Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the
sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed
under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii)
in compliance herewith.


 


4.4 Registration Rights.
The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement (“Registration
Rights Agreement”) to be entered into between, among others, the Subscriber and the Company, on or prior to the effective
date of the Registration Statement.


 


5. Waiver
of Liquidation Distributions.


 


In connection with
the Securities purchased pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest or claim of any
kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with
the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer
conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold
in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with
a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify
the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does
not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights
or pre-Business Combination activity. In the event Subscriber purchases shares of Common Stock in the IPO or in the aftermarket,
any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same
terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.


 


6. Terms of
Placement Warrants. Each Placement Warrant shall have the terms set forth in the Warrant Agreement.


 


7. Lock-Up
Period.


 


7.1. The Subscriber
agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided,
however, that Transfers of Securities 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 Subscriber or to any member(s) of Subscriber 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 any forward purchase agreement or similar arrangement or in connection with the consummation of the 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 the Business Combination; (g) by virtue of the laws of the state of incorporation or formation
of Subscriber or Subscriber’s limited liability company agreement upon dissolution of Subscriber or (h) in the event of the
Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of
the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property
subsequent to the Business Combination; 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.


 


7.2. For purposes of
Section 7.1, the term “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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder
with respect to, any of the Securities, (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 of the Securities, 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).


 






    5


     


    

 


7.3 In addition to
the restrictions on transfer described in Section 7.1, Subscriber acknowledges and agrees that the Units and their component parts
and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”)
and will therefore, pursuant to Rule 5110(g) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following
the date of effectiveness or commencement of sales in the IPO, subject to FINRA Rule 5110(g)(2). Additionally, the Units and their
component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the
foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealer
participating in the IPO and the bona fide officers or partners of any Subscriber and any such participating underwriter or selected
dealer. Additionally, the Units and their component parts and the related registration rights will not be the subject of any hedging,
short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person
for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO.


 


8. Terms of
the Units and Placement Warrants


 


8.1 The Units and their
component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts
are subject to the transfer restrictions described in Section 7 hereof, (ii) the Placement Warrants will be non-redeemable so long
as they are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless”
basis if held by Subscriber or its permitted transferees, as further described in the Warrant Agreement, and (iii) the Units and
component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will
become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to
the Registration Rights Agreement or an exemption from registration is available, and the restrictions described above in clause
(i) has expired.


 


8.2 Subscriber agrees
that if the Company seeks stockholder approval of a Business Combination, then in connection with such Business Combination, Subscriber
shall (i) vote the Placement Shares owned by it in favor of the Business Combination and (ii) not redeem any Placement Shares owned
by Subscriber in connection with such stockholder approval.


 


9. Governing Law; Jurisdiction; Waiver
of Jury Trial


 


This Agreement shall
be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed
within such state. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this
Agreement and the transactions contemplated hereby.


 


10. Assignment;
Entire Agreement; Amendment


 


10.1. Assignment. Neither
this Agreement nor any rights hereunder may be assigned by any party to any other person other than by Subscriber to a person agreeing
to be bound by the terms hereof, including the transfer restrictions contained in Section 7 hereof.


 


10.2. Entire Agreement.
This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges
and supersedes all prior discussions, agreements and understandings of any and every nature among them.


 


10.3. Amendment. Except
as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by all of the parties hereto.


 


10.4. Binding upon
Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs,
legal representatives, successors and permitted assigns.


 






    6


     


    

 


11. Notices


 


11.1 Notices. Unless
otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and
personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or
sent by courier (which for all purposes of this Agreement shall include Federal Express or other recognized overnight courier)
or mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as
either may designate for itself in such notice to the other. Communications shall be deemed to have been received when delivered
personally, on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt
of confirmation of transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission,
such notice shall be deemed to be delivered (a) if by electronic mail, when directed to an electronic mail address at which the
stockholder has consented to receive notice; (b) if by a posting on an electronic network together with separate notice to the
stockholder of such specific posting, upon the later of (1) such posting and (2) the giving of such separate notice; and (c) if
by any other form of electronic transmission, when directed to the stockholder.


 


12. Counterparts


 


This Agreement may
be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail
delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.


 


13. Survival;
Severability


 


13.1. Survival. The
representations, warranties, covenants and agreements of the parties hereto shall survive the Closing Date.


 


13.2. Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall
be effective if it materially changes the economic benefit of this Agreement to any party.


 


14. Headings.


 


The titles and subtitles
used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


[remainder of page intentionally left blank]


  




    7


     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	APEX TECHNOLOGY ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


	 	
        SUBSCRIBER:

         

        CANTOR FITZGERALD & CO.

	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


 




8