REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2021 • AxonPrime 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 AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), AxonPrime Infrastructure Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, including the Sponsor, a “Holder” and collectively, the “Holders”).
WARRANT AGREEMENT between AxonPrime Infrastructure Acquisition Corporation and Computershare Inc. Computershare Trust Company, N.A.Warrant Agreement • July 20th, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _____________, 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”).
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
AxonPrime Infrastructure Acquisition Corporation New York, New York 10022Letter Agreement • July 20th, 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”):
15,000,000 Units AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks • New York
