15,000,000 Units1 Apeiron Capital Investment Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2021 • Apeiron Capital Investment Corp. • Blank checks • New York
Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”, provided that, if only Cantor Fitzgerald & Co. is listed on such Schedule I, any references to the Underwriters shall refer exclusively to Cantor Fitzgerald & Co.), for whom you (the “Representative”) are acting as representative, 15,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,250,000 additional units to cover over-allotments, if any (the “Option Securities”). The Option Securities and the Underwritten Securities are hereinafter collectively called the “Securities.” To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shal
WARRANT AGREEMENTWarrant Agreement • November 12th, 2021 • Apeiron Capital Investment Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 8, 2021, is by and between Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 12th, 2021 • Apeiron Capital Investment Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 8, 2021, by and between Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Apeiron Capital Investment Corp. Boston MA 02110Securities Subscription Agreement • June 24th, 2021 • Apeiron Capital Investment Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 5, 2021 by and between Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Apeiron Capital Investment Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
November 8, 2021 Apeiron Capital Investment Corp. Boston, Massachusetts 02110Underwriting Agreement • November 12th, 2021 • Apeiron Capital Investment 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 among Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., 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 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 the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half 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. The Units will be sold in the Public Offering pursuant t
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 12th, 2021 • Apeiron Capital Investment Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 8, 2021, is made and entered into by and among Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”； together with 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 27th, 2021 • Apeiron Capital Investment Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • June 24th, 2021 • Apeiron Capital Investment Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • August 27th, 2021 • Apeiron Capital Investment Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • November 12th, 2021 • Apeiron Capital Investment Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 8, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Apeiron Capital Investment Corp., a Delaware corporation (the “Company”) and Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 27th, 2021 • Apeiron Capital Investment 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 Apeiron Capital Investment Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (the “Purchaser”).
SELLER REGISTRATION RIGHTS AGREEMENTSeller Registration Rights Agreement • March 14th, 2023 • Apeiron Capital Investment Corp. • Blank checks • New York
THIS SELLER REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 8, 2023, by and among Apeiron Capital Investment Corp., a Delaware corporation (together with its successors, the “Purchaser”), and the undersigned parties listed as “Investors” on the signature page hereto (the “Investors” and each a “Investor”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 24th, 2021 • Apeiron Capital Investment 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 Apeiron Capital Investment Corp., a Delaware corporation (the “Company”) and Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
BUSINESS COMBINATION AGREEMENT by and among APEIRON CAPITAL INVESTMENT CORP., as the Purchaser, APEIRON CAPITAL SPONSOR, LLC, in the capacity as the Purchaser Representative, GIO WORLD HEALTH, LIMITED, as the Company, THE SHAREHOLDERS OF THE COMPANY...Business Combination Agreement • March 14th, 2023 • Apeiron Capital Investment Corp. • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of March 8, 2023 by and among (i) Apeiron Capital Investment Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Apeiron Capital Sponsor, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Closing (as defined below) for the stockholders of the Purchaser (other than the Sellers and their respective successors and assigns) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iii) GIO World Health, Limited, an private company formed under the laws of England and Wales (the “Company”), (iv) each of the shareholders of the Company that are named on Annex I hereto that have executed and delivered a copy of this Agreement as of the date hereof, each of which is a Company Insider (as defined below) (collectively, the “Signing Sellers”), (v) each of the other shareholders of the Company tha
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 14th, 2023 • Apeiron Capital Investment Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 8, 2023 by and among (i) Apeiron Capital Investment Corp., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Business Combination Agreement (as defined below) (the “Closing”) as “GIO World Health Holdings, Inc.” (together with its successors, “Purchaser”), (ii) Apeiron Capital Sponsor, LLC, a Delaware limited liability company, in the capacity under the Business Combination Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned (the “Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 27th, 2021 • Apeiron Capital Investment 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 Apeiron Capital Investment Corp., a Delaware corporation (the “Company”) and Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF VOTING AGREEMENTVoting Agreement • March 14th, 2023 • Apeiron Capital Investment Corp. • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of March 8, 2023 by and among (i) Apeiron Capital Investment Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) GIO World Health, Limited, a private company formed under the laws of England and Wales (the “Company”), and (iii) the undersigned shareholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • March 14th, 2023 • Apeiron Capital Investment Corp. • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of March 8, 2023, by the undersigned shareholder of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of Apeiron Capital Investment Corp., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Business Combination Agreement (as defined below) (the “Closing”) as “GIO World Health Holdings, Inc.” (together with its successors, “Purchaser”), GIO World Health, Limited, an private company formed under the laws of England and Wales (the “Company”), and each of Purchaser’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with Purchaser and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
APEIRON CAPITAL INVESTMENT CORP.Administrative Support Agreement • June 24th, 2021 • Apeiron Capital Investment Corp. • Blank checks • New York
This letter agreement by and between Apeiron Capital Investment Corp. (the “Company”) and Apeiron Capital Sponsor, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-[ ]) (the “Registration Statement”) is declared effective (the “Effective 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 Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 12th, 2021 • Apeiron Capital Investment Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 8, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Apeiron Capital Investment Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (the “Purchaser”).
INVESTMENT AGREEMENTInvestment Agreement • August 27th, 2021 • Apeiron Capital Investment Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of August __, 2021, is by and among (i) Apeiron Capital Investment Corp., a Delaware corporation (the “SPAC”), (ii) Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) _____________ (“Investor”). This Agreement may be executed by an investment manager on behalf of managed funds and/or accounts and for the elimination of doubt such fund or account shall, severally and not jointly, be the Investor hereunder.
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 11th, 2023 • Apeiron Capital Investment Corp. • Blank checks
This Amendment No. 1 (this “Amendment No. 1”) to Business Combination Agreement is made and entered into effective as of May 10, 2023, by and among (i) Apeiron Capital Investment Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Apeiron Capital Sponsor, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Closing for the stockholders of the Purchaser (other than the Sellers and their respective successors and assigns) in accordance with the terms and conditions of the BCA (the “Purchaser Representative”), (iii) GIO World Health, Ltd., a private company formed under the laws of England and Wales (the “Company”), (iv) each of the shareholders of the Company that are named on Annex I hereto that have executed and delivered a copy of this Agreement as of the date hereof (collectively, the “Signing Sellers”), and (vi) Deven Patel, in the capacity as the representative for the Sellers in accordance with the term
APEIRON CAPITAL INVESTMENT CORP.Administrative Support Agreement • November 12th, 2021 • Apeiron Capital Investment Corp. • Blank checks • New York
This letter agreement by and between Apeiron Capital Investment Corp. (the “Company”) and Apeiron Capital Sponsor, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333- 257369) (the “Registration Statement”) is declared effective (the “Effective 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 Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
