BACKSTOP AGREEMENTBackstop Agreement • March 29th, 2024 • APx Acquisition Corp. I • Blank checks • Delaware
This BACKSTOP AGREEMENT (this “Agreement”) is made as of this March 25, 2024 by and among (i) Theo I SCSp, a special limited partnership (société en commandite spéciale) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 30, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies (registre de commerce et des sociétés) under number B 257706 (“Theo”), (ii) APx Acquisition Corp. I, a Cayman Islands exempted company (“SPAC”), and (iii) OmnigenicsAI Corp, a Cayman Islands exempted company (the “Company”). Each of Theo, SPAC and the Company is herein referenced as a “Party” and collectively, the “Parties.” Capitalized terms not otherwise defined herein shall have the same meaning ascribed to such terms in the Business Combination Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 29th, 2024 • APx Acquisition Corp. I • Blank checks • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made as of March 25, 2024 by and among (i) APx Acquisition Corp. I, a Cayman Islands exempted company (“SPAC”), (ii) Templar LLC, a Tennessee limited liability company (the “Sponsor”), (iii) OmnigenicsAI Corp, a Cayman Islands exempted company (the “Company”), and (iv) Heritas Ltd., a Cayman Islands exempted company (formerly known as Heritas Corp., a Delaware corporation and, collectively with each of its predecessors, the “Parent”). Any capitalized term used but not defined in this Agreement shall have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT by and among APX ACQUISITION CORP. I, OMNIGENICSAI CORP, HERITAS MERGER SUB LIMITED, and MULTIPLAI HEALTH LTD, dated March 25, 2024Business Combination Agreement • March 29th, 2024 • APx Acquisition Corp. I • Blank checks • Delaware
This Business Combination Agreement, dated March 25, 2024 (this “Agreement”), is made and entered into by and among APx Acquisition Corp. I, a Cayman Islands exempted company (“SPAC”), OmnigenicsAI Corp (formerly Heritas Cayco), a Cayman Islands exempted company (and any predecessor thereof, collectively, the “Company”), Heritas Merger Sub Limited, a Cayman Islands exempted company and a direct wholly-owned Subsidiary of the Company (“Merger Sub”), and MultiplAI Health Ltd, a private limited company formed under the laws of England and Wales (“MultiplAI”).
