{"url_path":"/sec/apxt/8-k/2026-07-22/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/2079253/0001213900-26-080199-index.html","accession_number":"0001213900-26-080199","cik":"0002079253","ticker":"APXT","issuer_name":"Apex Treasury Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2079253/0001213900-26-080199-index.html","primary_entity_key":"0002079253","primary_entity_name":"Apex Treasury Corp"},"word_count":4298,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJuly 21, 2026, Apex Treasury Corporation, a blank check Cayman Islands exempted company (the “Purchaser” or\n“Apex”), Stepping Stone Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Purchaser\n(“Merger Sub”), and TECfusions, Inc., a Florida corporation (the “Company” or “TECfusions”), entered into a business\ncombination agreement (the “Business Combination Agreement”) that contemplates a $4.0 billion equity valuation of the\nCompany and an all-stock combination transaction. The Company is an AI infrastructure company focused on designing, building, and\nleasing next-generation data centers.\n\n \n\nPursuant to the Business\nCombination Agreement, the parties thereto will enter into a business combination transaction by which, among other things, (i) the\nPurchaser will transfer to by way of continuation and domesticate as a Delaware corporation and (ii) Merger Sub will merge with and\ninto the Company (the “Merger”), with the Company being the surviving entity of the Merger and becoming a direct,\nwholly-owned subsidiary of the Purchaser. Upon closing of the Merger (the “Closing,” and the date on which the Closing\noccurs, the “Closing Date”), the Company will become a direct, wholly-owned subsidiary of Purchaser and the combined\ncompany will be a publicly traded company operating under the TECfusions brand. The combined company’s common stock is\nexpected to trade on Nasdaq under the ticker symbol “TECF.”\n\n \n\n**Business Combination Agreement**\n\n \n\n*The Domestication*\n\n* *\n\nSubject to satisfaction or\nwaiver of the closing conditions of the Business Combination Agreement (as described below), prior to or on the Closing Date , the following\nevents will occur in connection with the Purchaser changing its jurisdiction of organization from the Cayman Islands to Delaware:\n\n \n\n \n(a)\neach then issued and outstanding Class B ordinary share of the Purchaser,\npar value $0.0001 per share (each, a “Class B Ordinary Share”), will convert (the “Sponsor Share Conversion”)\nautomatically, on a one-for-one basis, into one Class A ordinary share of the Purchaser, par value $0.0001 per share (each, a “Class\nA Ordinary Share”);\n\n \n \n \n\n \n(b)\nimmediately after the Sponsor Share Conversion, the Purchaser will transfer by way of continuation and deregistration to and domesticate as a Delaware corporation (such continuation and domestication, the “Domestication”); and\n\n \n \n \n\n \n(c)\nin connection with, and after giving effect to, the Domestication, (i) each then issued and outstanding Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of common stock of the Purchaser, par value $0.0001 per share (“Common Stock”), (ii) each then issued and outstanding warrant of the Purchaser will convert automatically into a warrant to acquire one (1) share of Common Stock (each a “Domesticated Purchaser Warrant”), and (iii) each then issued and outstanding unit of the Purchaser will be canceled and will thereafter entitle the holder thereof to one share of Common Stock and one-half of one Domesticated Purchaser Warrant in accordance with the terms of the applicable unit (provided that no fractional Domesticated Purchaser Warrants will be issued).\n\n \n\n1\n\n \n\n \n\n*Conversion of Securities*\n\n \n\nPursuant to the terms of the\nBusiness Combination Agreement, the aggregate consideration (“Aggregate Consideration”) to be paid to the existing stockholders\nof the Company (the “Company Stockholders”) at the Closing is 400.0 million newly issued shares of Common Stock, equal to\nthe $4.0 billion base purchase price divided by $10.00 per share.\n\n \n\nAt the effective time of the\nMerger (the “Effective Time”), each (i) share of common stock of the Company (each a “Company Share”) issued\nand outstanding immediately prior to the Effective Time, other than shares owned by the Purchaser, Merger Sub or the Company (in treasury\nor otherwise), will be canceled and converted into the right to receive a number of shares of Common Stock equal to the Exchange Ratio,\nwhich is equal to the Aggregate Consideration divided by the Company fully diluted shares count, and (ii) each outstanding and unexercised\noption to purchase Company Shares, whether or not then vested or fully exercisable, will be canceled and converted into an option to purchase\nshares of Domesticated Purchaser Common Stock. Any Company Share subject to vesting or forfeiture provisions immediately prior to the\nEffective Time will continue to be subject to the same vesting and forfeiture provisions after conversion.\n\n  \n\n*Registration Statement*\n\n \n\nAs promptly as practicable\nafter the date of the Business Combination Agreement and following receipt by the Purchaser of the audited consolidated financial statements\nof the Company for the period from January 1, 2024 through December 31, 2025, audited in accordance with PCAOB auditing standards (the\n“PCAOB Financial Statements”), and any other audited or unaudited financial statements of the Company and its subsidiaries\nrequired by applicable law to be included in the Registration Statement (the “Financial Statements”), the Purchaser and the\nCompany will jointly prepare and the Purchaser will file with the Securities and Exchange Commission (the “SEC”), a registration\nstatement on Form S-4, or other appropriate form (the “Registration Statement”), which will include a prospectus with respect\nto the Purchaser’s securities to be issued in connection with the Business Combination Agreement and a proxy statement (the “Proxy\nStatement” and, together with the Registration Statement, the combined document is referred to as the “Proxy Statement/Registration\nStatement”) to be distributed to the Purchaser’s shareholders in connection with the matters to be submitted to the Purchaser’s\nshareholders for approval.\n\n \n\n*Representations and Warranties*\n\n \n\nThe Business Combination Agreement\ncontains customary representations and warranties of (a) the Purchaser and Merger Sub and (b) the Company and its subsidiaries, in each\ncase relating to, among other things, their ability to enter into the Business Combination Agreement, their outstanding capitalization,\ndue organization, compliance with laws and other corporate matters. The representations and warranties of the Purchaser, the Company and\nMerger Sub will not survive the Closing, with the exception of fraud claims, and the Business Combination Agreement does not provide for\nindemnification with respect to any of the representations and warranties of the parties thereto.\n\n \n\n*Covenants*\n\n \n\nThe Business Combination Agreement\ncontains customary covenants of the parties, including, among others, covenants requiring (i) the parties to conduct their respective\nbusinesses in the ordinary course through the Closing Date, (ii) the Company and its subsidiaries to comply with certain restrictions\non soliciting or engaging in discussions regarding certain alternative transactions, (iii) the Purchaser and the Company to prepare and\nthe Purchaser to file with the SEC the Registration Statement, and (iv) the Company to deliver to the Purchaser the PCAOB Financial Statements\nand the Financial Statements as soon as reasonably practicable following the date of the Business Combination Agreement, and in any event,\nno later than September 30, 2026. The Company is required to seek approval of the Company Stockholders in the form of a written consent\nresolution (the “Company Stockholder Consent”) within 72 hours after the Proxy Statement/Registration Statement is declared\neffective by the SEC and delivered or otherwise made available to the Company Stockholders. None of the covenants and agreements of the\nparties contained in the Business Combination Agreement will survive the Closing, except for those covenants and agreements contained\ntherein that by their terms expressly apply in whole or in part at or after the Closing, and then only with respect to any breaches occurring\nat or after the Closing.\n\n \n\n2\n\n \n\n \n\n*Governance*\n\n \n\nThe Business Combination Agreement\nprovides that, effective as of the Closing, the board of directors of the Purchaser (the “Board”) will consist of five (5)\ndirectors divided into three (3) classes of directors with staggered terms. One (1) director will be designated by the Sponsor, and will\nbe assigned to the third class of directors, with an initial term expiring at the third annual meeting of stockholders following the Closing,\nand the remaining directors will each be designated by the Company prior to the Closing. The executive officers of Purchaser immediately\nfollowing the Closing will be the individuals designated by the Company. If the number of directors serving on the Board is increased\nor decreased, the number of directors per each class will be apportioned by the Board so as to maintain the proportion of directors in\neach class as nearly equal as possible.\n\n \n\n*Closing; Conditions to Closing*\n\n \n\nThe Closing will occur no\nlater than the third business day following the satisfaction or waiver of all of the closing conditions, or at such other time or in such\nother manner as agreed upon by the Purchaser and the Company in writing.\n\n \n\nThe obligations of the parties\nto consummate the Merger and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”)\nare subject to the satisfaction or waiver (where permissible) of customary closing conditions set forth in the Business Combination Agreement,\nincluding: (i) approval of the Transactions by the shareholders of the Purchaser and the Company Stockholders; (ii) any applicable waiting\nperiod under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, will have expired or been terminated; (iii) the Proxy Statement/Registration\nStatement having become effective under the Securities Act of 1933, as amended (the “Securities Act”); (iv) the Purchaser’s\nshares of Common Stock to be issued in connection with the Transactions will be conditionally approved for listing upon the Closing on\nNasdaq subject to any requirement to have a sufficient number of round lot holders of Common Stock; (v) no governmental authority\nof competent jurisdiction will have enacted, issued, promulgated, enforced or entered any law or governmental order that is then in effect\nthat makes the Merger illegal or otherwise prevents or prohibits the Closing; (vi) no Purchaser Material Adverse Effect or Company\nMaterial Adverse Effect (each as defined in the Business Combination Agreement) will have occurred since the date of the Business Combination\nAgreement that is continuing and uncured; (vii) the Domestication will have been completed; and (viii) unless waived by the Company, there\nwill be at least $45.0 million in Available Closing Cash (as defined in the Business Combination Agreement) as of the Closing.\n\n \n\n*Termination*\n\n \n\nThe Business Combination Agreement\nmay be terminated prior to the Closing in the following circumstances:\n\n \n\n \n(a)\nby mutual written consent of the Purchaser and the Company;\n\n \n \n \n\n \n(b)\nby the Company if the Purchaser’s board of directors withdraws, amends, qualifies or modifies its recommendation to the Purchaser’s shareholders that they vote in favor of the Transactions;\n\n \n \n \n\n \n(c)\nby either the Company or the Purchaser if the Purchaser’s shareholders do not approve the Transactions;\n\n \n \n \n\n \n(d)\nby either the Company or the Purchaser if the Closing has not occurred by March 31, 2027 and no breach or violation of the Business Combination Agreement by the party seeking to terminate caused or resulted in the failure of the Transactions to be consummated by such time;\n\n \n \n \n\n \n(e)\nby either the Company or the Purchaser if any governmental authority of competent jurisdiction will have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions, and such order or other action has become final and non-appealable;\n\n \n\n3\n\n \n\n \n\n \n(f)\nby either the Company or the Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of the other in the Business Combination Agreement which would result in a failure of a closing condition and such breach is not cured within 20 days following receipt of a written notice of such breach;\n\n \n \n \n\n \n(g)\nby either the Company or the Purchaser if all of the closing conditions are satisfied or waived and the other fails to effect the Closing within five business days after the other has irrevocably confirmed in writing it is ready, willing and able to consummate the Closing; or\n\n \n \n \n\n \n(h)\nby the Purchaser if (i) the Company fails to deliver the PCAOB Financial Statements and the  Financial Statements on or before September 30, 2026 or (ii) the Company fails to obtain and deliver the Company Stockholder Consent within five (5) business days after the Registration Statement is declared effective under the Securities Act.\n\n \n\nIf the Business Combination Agreement is terminated, the Business Combination\nAgreement will become void and have no effect, without any liability on the part of any party thereto or its respective representatives,\nexcept that (i) certain provisions, including those relating to public announcements, confidential information, and miscellaneous matters,\nwill survive termination, and (ii) nothing will relieve any party from liability for any willful breach or any fraud claim occurring prior\nto such termination.\n\n \n\nThe foregoing description\nof the Business Combination Agreement and the Transactions does not purport to be complete and is qualified in its entirety by reference\nto the full text of the Business Combination Agreement and any related agreements. The Business Combination Agreement is included to provide\nsecurityholders with information regarding its terms. It is not intended to provide any other factual information about the Purchaser,\nthe Company or the other parties thereto. In particular, the assertions embodied in representations and warranties by Purchaser, Merger\nSub and the Company contained in the Business Combination Agreement are solely for the benefit of the parties to the Business Combination\nAgreement, are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement,\nincluding being qualified by confidential information in the disclosure schedules provided by the parties in connection with the execution\nof the Business Combination Agreement, and are subject to standards of materiality applicable to the contracting parties that may differ\nfrom those applicable to securityholders. The confidential disclosures contain information that modifies, qualifies and creates exceptions\nto the representations, warranties, covenants and agreements set forth in the Business Combination Agreement. Moreover, certain representations\nand warranties in the Business Combination Agreement were used for the purpose of allocating risk between the parties, rather than establishing\nmatters as facts. Investors and securityholders are not third-party beneficiaries under the Business Combination Agreement and should\nnot rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual\nstate of facts or condition of any party to the Business Combination Agreement. Moreover, information concerning the subject matter of\nthe representations and warranties may change after the date of the Business Combination Agreement, which subsequent information may or\nmay not be fully reflected in the Purchaser’s public disclosures.\n\n \n\nThe foregoing description of the Business Combination\nAgreement is qualified in its entirety by reference to the full text of the Business Combination Agreement, a copy of which is filed as\nExhibit 2.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.\n\n \n\n**PIPE Subscription Agreement**\n\n \n\nConcurrently with the execution\nof the Business Combination Agreement, the Purchaser and an institutional accredited investor (the “PIPE Investor”) entered\ninto the PIPE subscription agreement (the “PIPE Subscription Agreement”), pursuant to which the Purchaser has agreed to issue,\nand the PIPE Investor has agreed to subscribe for, 3.5 million Purchaser Class A Ordinary Shares (the “PIPE Shares”) to be\nissued by the Purchaser at a price per share of $10.00, for an aggregate purchase price of $35 million (the “PIPE Investment”).\nThe closing of the PIPE Investment is conditioned upon the substantially concurrent consummation of the Business Combination.\n\n \n\n4\n\n \n\n \n\nFollowing the closing of the\nBusiness Combination, if, on the date the Initial Registration Statement (as defined below) is declared effective by the SEC (the “Measurement\nDate”), the Common Stock is trading on Nasdaq at a price per share which is less than $10.00 (the “Measurement Price”),\nthe Purchaser will, at its option, either (i) remit to the PIPE Investor a cash amount equal to the product of (1) the difference between\n$10.00 and the greater of the Measurement Price and $5.00, multiplied by (2) the number of PIPE Shares, or (ii) issue to the PIPE Investor,\nfor no additional consideration, a number of additional shares of Common Stock (the “Make-Whole Shares”) equal to the quotient\nobtained by dividing (A) the cash amount that would be payable pursuant to clause (i), calculated after giving effect to the $5.00 per\nshare floor, by (B) the actual Measurement Price, without giving effect to such floor.\n\n \n\nThe PIPE Subscription Agreement\nprovides certain resale registration rights for the PIPE Investor. In particular, the Purchaser is required to file with the SEC, within\n20 business days after the Closing Date, a registration statement covering the resale of the PIPE Shares (the “Initial Registration\nStatement”) and, if Make-Whole Shares are issued, to file with the SEC a registration statement within 45 business days after the\nissuance of such Make-Whole Shares covering such Make-Whole Shares (the “Make-Whole Registration Statement”, and together\nwith the Initial Registration Statement, the “PIPE Registration Statements”), and, in each case, the Purchaser agrees to use\nits commercially reasonable efforts to have each PIPE Registration Statement declared effective as soon as practicable after the filing\nthereof, but in any event no later than the earlier of (i) 90 calendar days after the filing thereof if the SEC notifies the Purchaser\nthat it will “review” the applicable PIPE Registration Statement and (ii) 10 business days after the Purchaser is notified\nby the SEC that the applicable PIPE Registration Statement will not be “reviewed” or will not be subject to further review.\nThe Purchaser has agreed to use its commercially reasonable efforts to keep each PIPE Registration Statement effective until the earliest\nof (i) the date on which the PIPE Shares or the Make-Whole Shares, as applicable, may be resold without volume or manner of sale limitations\npursuant to Rule 144 under the Securities Act, (ii) the date on which such PIPE Shares or Make-Whole Shares, as applicable, have actually\nbeen sold and (iii) the second anniversary of the Closing Date. If the Purchaser fails to cause the applicable PIPE Registration Statement\nto be declared effective by the SEC within the applicable time period specified above, then the Purchaser will pay the PIPE Investor liquidated\ndamages in an amount equal to $10,000 for each trading day during which such failure continues, beginning on the first trading day after\nthe applicable deadline until the applicable PIPE Registration Statement has been declared effective by the SEC. Any amount due under\nthe foregoing sentence will be paid by the Purchaser within five business days after the applicable PIPE Registration Statement has ultimately\nbeen declared effective.\n\n \n\nThe PIPE Subscription Agreement\nwill terminate, and be of no further force and effect upon the earliest to occur of (a) such date and time as the Business Combination\nAgreement is terminated in accordance with its terms, (b) the mutual written agreement of the parties to the PIPE Subscription Agreement\nto terminate such agreement, (c) if any of the conditions precedent set forth in Section 3.2 of the PIPE Subscription Agreement are not\nsatisfied or waived on or prior to the closing of the PIPE Investment and, as a result thereof, the transactions contemplated by the PIPE\nSubscription Agreement are not consummated at such closing or (d) March 31, 2027.\n\n \n\nThe foregoing description\nof the PIPE Subscription Agreement is qualified in its entirety by reference to the full text of the PIPE Subscription Agreement, a copy\nof which is filed as Exhibit 10.1 to this Report and is incorporated herein by reference.\n\n** **\n\n**Stockholder Support Agreement**\n\n \n\nOn July 21, 2026, the Purchaser, the Company and the Company Stockholder\nparty thereto entered into a Stockholder Support Agreement (the “Stockholder Support Agreement”), pursuant to which, among\nother things, and subject to the terms and conditions set forth therein, the Company Stockholder party thereto agreed (a) to attend and\nvote at any meeting of the Company Stockholders (including any postponement or adjournment thereof) and execute and deliver the Company\nStockholder Consent or other approval of the Company Stockholders requested by the Company, with respect to all of the (i) Company Shares\nheld by the Company Stockholder party thereto and (ii) Company Shares of which beneficial ownership, record ownership, and/or the power\nto vote (including, without limitation, by proxy or power of attorney) is acquired by such Company Stockholder prior to the termination\nof the Stockholder Support Agreement (the “Interests”) held by the Company Stockholder party thereto (A) in favor of the approval\nand adoption of the Business Combination Agreement, the Merger and the other Transactions, and (B) against any action, agreement or transaction\nor proposal that would reasonably be expected to prevent, impede, interfere with, delay, postpone or adversely affect the Merger or the\nother Transactions in any material respect and (b) not to transfer any of its Interests prior to the Closing, subject to certain exceptions. \n\n \n\n5\n\n \n\n \n\nThe foregoing description\nof the Stockholder Support Agreement is qualified in its entirety by reference to the full text of the Stockholder Support Agreement,\na copy of which is filed as Exhibit 10.2 to this Report and is incorporated herein by reference.\n\n \n\n**Sponsor Support Agreement**\n\n \n\nOn July 21, 2026, Apex Treasury\nSponsor LLC, the existing sponsor of the Purchaser (the “Sponsor”), the Company, the Purchaser and certain existing shareholders\nof the Purchaser named therein, executed a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which,\namong other things, and subject to the terms and conditions set forth therein, Sponsor and the other Purchaser shareholders party thereto\nagreed (a) to vote all of the Purchaser ordinary shares that they hold in favor of the Business Combination Agreement, the Transactions\nand any related actions, and against any other transactions or proposals intended, or that would reasonably be expected, to prevent, impede,\ninterfere with, delay, postpone or adversely affect the Transactions in any material respect and (b) not to transfer or redeem any\nof the Purchaser ordinary shares held by them prior to the Closing, subject to certain exceptions.\n\n \n\nAdditionally, pursuant to\nthe Sponsor Support Agreement, the Sponsor agreed to forfeit certain of its Purchaser Class B Ordinary Shares (in an aggregate amount\nnot to exceed 3.15 million) effective as of immediately prior to (and contingent upon) the Closing. The total number of Class B Ordinary\nShares to be forfeited by the Sponsor is equal to the sum of (i) 50% of the number of new shares (if any) to be issued by the combined\ncompany at the Closing as consideration or inducement payments pursuant to the terms of any non-redemption agreements or subscription\nagreements entered into by Purchaser in connection with the PIPE Investment or other forms of financings, plus (ii) the product of the\npercentage of Purchaser Class A Ordinary Shares redeemed in connection with the Transactions, multiplied by the total number of Sponsor’s\nremaining Purchaser Class B Ordinary Shares (after giving effect to forfeitures in the immediately preceding clause (i)); provided, however,\nthat in no event will the aggregate number of forfeited Sponsor Class B Ordinary Shares exceed 3.15 million.\n\n \n\nThe foregoing description\nof the Sponsor Support Agreement is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of\nwhich is filed as Exhibit 10.3 to this Report and is incorporated herein by reference.\n\n \n\n**Amended and Restated Registration Rights Agreement**\n\n** **\n\nIn connection with the Closing,\nthe Purchaser, certain of the Purchaser’s shareholders (including Sponsor) and certain of the Company Stockholders will enter into\nan Amended and Restated Registration Rights Agreement substantially in the form attached as Exhibit E to the Business Combination Agreement\n(the “Registration Rights Agreement”), which will amend and restate the Purchaser’s existing registration rights agreement.\nPursuant to the terms of the Registration Rights Agreement, effective upon the Closing, the Purchaser will, within 20 business days after\nthe Closing, file with the SEC (at the Purchaser’s sole cost and expense) a shelf registration statement (the “Shelf Registration\nStatement”) registering the resale of certain securities held by or issuable to the Purchaser’s stockholders party thereto\n(“Registration Rights Holders”), and the Purchaser will use its reasonable best efforts to have the Shelf Registration Statement\ndeclared effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the Registration Rights Holders\ncan demand underwritten offerings and will be entitled to certain customary piggyback registration rights, in each case subject to certain\nlimitations set forth in the Registration Rights Agreement.\n\n \n\nThe foregoing description\nof the form of Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of Registration Rights\nAgreement, a copy of which is included as Exhibit E to the Business Combination Agreement, filed as Exhibit 2.1 to this Report, and incorporated\nherein by reference.\n\n \n\n**Lock-Up Agreements**\n\n \n\nIn connection with the Closing, certain of the Purchaser’s shareholders\n(including Sponsor) and the Company Stockholders will enter into Lock-Up Agreements with the Purchaser substantially in the form attached\nas Exhibit F to the Business Combination Agreement (each a “Lock-Up Agreement”). Each Lock-Up Agreement will provide that\nthe securities held by such stockholder of the Purchaser will be subject to transfer restrictions (subject to certain customary exceptions)\nfor the period commencing on the Closing Date and ending on the earliest to occur of (x) the six-month anniversary of the Closing Date\nand (y) subsequent to the Closing, (A) if the last sale price of the Common Stock equals or exceeds $12.00 per share for any 20 trading\ndays within any 30 consecutive trading day period commencing at least 90 days after the Closing or (B) the date on which Purchaser completes\na liquidation, merger, share exchange, reorganization or other similar transaction that results in all of its stockholders having the\nright to exchange their shares of Common Stock for cash, securities or other property. In addition, the Company’s founder and controlling\nstockholder, Mr. Simon Tusha (and his respective trust(s) and controlled entities), will be permitted under the Lock-Up Agreement to sell\nup to $100 million in aggregate gross sales price of his shares of Common Stock at any time following the effective date of the Shelf\nRegistration Statement. \n\n \n\n6\n\n \n\n \n\nThe foregoing description\nof the form of Lock-Up Agreement is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of\nwhich is included as Exhibit F to the Business Combination Agreement, filed as Exhibit 2.1 to this Report, and incorporated herein by\nreference."}