0001140361-21-038573 Sample Contracts

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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AxonPrime Infrastructure Acquisition Corporation New York, New York 10022
Administrative Services 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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