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”).
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”).
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 • 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”).
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”):
