AxonPrime Infrastructure Acquisition Corp Sample Contracts

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • August 23rd, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of August 17, 2021, is entered into by and between AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), and AxonPrime Infrastructure Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 23rd, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 17, 2021, is made and entered into by and among AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), AxonPrime Infrastructure Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the other parties listed on the signature pages hereto, and the other Holders (as defined below) hereunder from time to time.

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WARRANT AGREEMENT between AxonPrime Infrastructure Acquisition Corporation and Computershare Inc. Computershare Trust Company, N.A.
Warrant Agreement • August 23rd, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 17, 2021, is by and between AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., a federally chartered trust company, collectively, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • November 18th, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of August 12, 2021, is entered into by and between AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), and AxonPrime Infrastructure Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

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INDEMNITY AGREEMENT
Indemnity Agreement • July 8th, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

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AxonPrime Infrastructure Acquisition Corporation New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • July 20th, 2021 • AxonPrime 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 or proposed to be entered into by and among AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC, as the representative of the several underwriters named therein (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 share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjus

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AxonPrime Infrastructure Acquisition Corporation New York, NY 10022
AxonPrime Infrastructure Acquisition Corp • July 8th, 2021 • Blank checks • New York

AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), is pleased to accept the offer The Immovable Movers Trust (the “Subscriber” or “you”) has made to purchase 8,625,000 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 1,125,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subjec

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Trust Agreement • August 23rd, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 17, 2021 by and between AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust corporation (the “Trustee”).

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AxonPrime Infrastructure Acquisition Corporation New York, New York 10022
Letter Agreement • August 23rd, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks • New York

This letter agreement by and between AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), and AxonPrime Infrastructure Sponsor LLC, a Delaware limited liability company (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-257777) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):

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AxonPrime Infrastructure Acquisition Corporation New York, New York 10022
Letter Agreement • November 18th, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks • New York

This letter agreement by and between AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), and AxonPrime Infrastructure Sponsor LLC, a Delaware limited liability company (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-257777) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):

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15,000,000 Units AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • July 20th, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks • New York
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INVESTMENT AGREEMENT
Investment Agreement • August 4th, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks • New York

THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and among (i) AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “SPAC”), (ii) AxonPrime Infrastructure Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and (iii) [●] (“Investor”).

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SECURITIES ASSIGNMENT AGREEMENT
Securities Assignment Agreement • July 8th, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks • New York

This Securities Assignment Agreement (this “Agreement”), dated as of April 19, 2021, is made and entered into by and among The Immovable Movers Trust (the “Initial Purchaser”), AxonPrime Infrastructure Sponsor LLC, a Delaware corporation (the “Sponsor”) and AxonPrime Infrastructure Acquisition Corporation (the “Company”).

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AxonPrime Infrastructure Acquisition Corporation New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:
Axonprime • August 23rd, 2021 • AxonPrime 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 or proposed to be entered into by and among AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC, as the representative of the several underwriters named therein (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 share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjus

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