INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 14th, 2021 • Acropolis Infrastructure Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 8, 2021 by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Acropolis Infrastructure Acquisition Corp. 30,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • July 14th, 2021 • Acropolis Infrastructure Acquisition Corp. • Blank checks • New York
Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell (the “Offering”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) LLC is acting as Representative (the “Representative”), an aggregate of 30,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company in the Offering being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional Units to cover over-allotments (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 22 hereof.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 5th, 2023 • Acropolis Infrastructure Acquisition Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 14th, 2021 • Acropolis Infrastructure Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 8, 2021, is made and entered into by and among Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), Acropolis Infrastructure Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (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”).
PUBLIC WARRANT AGREEMENTWarrant Agreement • July 14th, 2021 • Acropolis Infrastructure Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 8, 2021, is by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • June 21st, 2021 • Acropolis Infrastructure Acquisition Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
Acropolis Infrastructure Acquisition Corp. New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 1st, 2021 • Acropolis Infrastructure Acquisition Corp. • 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 Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC, 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 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third (1/3) of one redeemable Warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, as described in the Prospectus (as
PRIVATE WARRANT AGREEMENT between ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 8, 2021Warrant Agreement • July 14th, 2021 • Acropolis Infrastructure Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 8, 2021, is by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
Acropolis Infrastructure Acquisition Corp. New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 14th, 2021 • Acropolis Infrastructure Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC, 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 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third (1/3) of one redeemable Warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, as described in the Prospectus (as
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 1st, 2021 • Acropolis Infrastructure Acquisition Corp. • 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 Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and Acropolis Infrastructure Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
ACROPOLIS INFRASTRUCTURE ACQUISITION CORP.Acropolis Infrastructure Acquisition Corp. • July 14th, 2021 • Blank checks • New York
This letter agreement by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and Acropolis Infrastructure Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the New York Stock Exchange in connection with the Company’s initial public offering (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Company’s Registration Statement on Form S-1 (File No. 333-254409) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 14th, 2021 • Acropolis Infrastructure Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 8, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and Acropolis Infrastructure Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
ACROPOLIS INFRASTRUCTURE ACQUISITION CORP.Acropolis Infrastructure Acquisition Corp. • August 14th, 2023 • Blank checks
This letter will confirm the agreement that, rather than being payable for up to 27 months under clause (i) of the Agreement, monthly payments paid by the Company to the Sponsor in the amount of $16,667, shall be payable until the earlier of July 13, 2024 or the Termination Date.
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • June 12th, 2023 • Acropolis Infrastructure Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of June [●], 2023 by and among Acropolis Infrastructure Acquisition Corp. (“Acropolis” or the “Company”), a Delaware corporation, Acropolis Infrastructure Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), and the undersigned investor[s] ([collectively,] the “Investor”).
