0000950103-21-018152 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 19th, 2021 • APx Acquisition Corp. I • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among APx Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), APx Cap Sponsor Group I, LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • November 19th, 2021 • APx Acquisition Corp. I • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [·], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between APx Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and APx Cap Sponsor Group I, LLC, a Cayman Island limited liability company (the “Purchaser”).

FORM OF INDEMNITY AGREEMENT
Form of Indemnity Agreement • November 19th, 2021 • APx Acquisition Corp. I • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between APX ACQUISITION CORP. I, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).

APx Acquisition Corp. I 15,000,000 Units UNDERWRITING AGREEMENT
APx Acquisition Corp. I • November 19th, 2021 • Blank checks • New York

APx Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the Underwriter (the “Underwriter”), an aggregate of 15,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriter an option to purchase up to 2,250,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.

APx Acquisition Corp. I PO Box 309, Ugland House, Grand Cayman Cayman Islands, KY1-1104
Letter Agreement • November 19th, 2021 • APx Acquisition Corp. I • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between APx Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), BofA Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • November 19th, 2021 • APx Acquisition Corp. I • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [·], 2021 by and between APx Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WARRANT AGREEMENT
Warrant Agreement • November 19th, 2021 • APx Acquisition Corp. I • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [·], 2021, is by and between APx Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 19th, 2021 • APx Acquisition Corp. I • Blank checks

This Securities Purchase Agreement (this “Agreement”), is made and entered into May 21, 2021 by and between APx Acquisition Corp. I, a Cayman Islands exempted company (the “Company”) and APx Cap Sponsor Group I, LLC, a Cayman Islands limited liability company (the “Buyer”).

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