Acropolis Infrastructure Acquisition Corp. 40,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 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 40,000,000 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 6,000,000 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.
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 7th, 2021 • Acropolis Infrastructure Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 7th, 2021 • Acropolis Infrastructure Acquisition Corp. • Blank checks • Delaware
FORM OF PUBLIC WARRANT AGREEMENTWarrant Agreement • June 7th, 2021 • Acropolis Infrastructure Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Acropolis Infrastructure Acquisition 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 7th, 2021 • Acropolis Infrastructure Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 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”).
Acropolis Infrastructure Acquisition Corp. New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 7th, 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 46,000,000 of the Company’s units (including up to 6,000,000 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 WARRANT AGREEMENT between ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2021Warrant Agreement • June 7th, 2021 • Acropolis Infrastructure Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Acropolis Infrastructure Acquisition 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”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 7th, 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.Administrative Services Agreement • June 7th, 2021 • Acropolis Infrastructure Acquisition Corp. • 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”):
