Apex Technology Acquisition Corp. II S-1/A

AMENDMENT NO. 1 TO FORM S-1

FORM OF UNDERWRITING AGREEMENT

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

SPECIMEN UNIT CERTIFICATE

SPECIMEN CLASS A COMMON STOCK CERTIFICATE

OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP

FORM OF LETTER AGREEMENT AMONG THE REGISTRANT AND OUR OFFICERS, DIRECTORS AND APEX TECHNOLOGY SPONSOR II LLC

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY, LLC AND THE REGISTRANT

FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND CERTAIN SECURITY HOLDERS

FORM OF PLACEMENT UNIT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND APEX TECHNOLOGY SPONSOR II LLC

FORM OF INDEMNITY AGREEMENT

FORM OF ADMINISTRATIVE SUPPORT AGREEMENT BY AND BETWEEN THE REGISTRANT AND FIRST IN LINE ENTERPRISES, INC

FORM OF CODE OF ETHICS

FORM OF AUDIT COMMITTEE CHARTER

FORM OF COMPENSATION COMMITTEE CHARTER

CONSENT OF STEPHEN CUUNJIENG

CONSENT OF DONNA WELLS

CONSENT OF DAVID YORK