Exhibit 10.5


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


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”).


 


WHEREAS:


 


The Company intends to consummate an initial public
offering of the Company’s units (the “Public Offering”), each unit consisting of one share of Class A common
stock of the Company, par value $0.0001 per share (each, a “Share”), and one-half of one redeemable warrant;


 


Each whole warrant entitles the holder to purchase
one Share at an exercise price of $11.50 per Share; and


 


The Purchaser has agreed to purchase an aggregate
of 7,000,000 warrants (or up to 7,450,000 warrants to the extent the underwriters’ over- allotment option is exercised) (the “Private
Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50
per Share.


 


NOW THEREFORE, in consideration of the mutual promises
contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization, Purchase and Sale; Terms of the Private
Placement Warrants.


 


A.    Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the
Purchaser.


 


B.    Purchase
and Sale of the Private Placement Warrants.


 


(i)   Simultaneously with the
consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial
Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate
of 7,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $7,000,000 (the “Purchase
Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the “Trust
Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (”Continental”),
at least one (1) business day prior to the date of effectiveness (the “Effective Date”) of the registration statement
relating to the Public Offering (the “Registration Statement”). On the Initial Closing Date, upon the payment by the
Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased
on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 


(ii)  In the event
that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional
450,000 Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as the
amount of the option that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as
payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day
prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.00 per Additional
Private Placement Warrant, up to an aggregate amount of $450,000, by wire transfer of immediately available funds or by such other
method as may be reasonably acceptable to the Company, to the Trust Account. The closing of the purchase and sale of the Additional
Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the
underwriters’ over-allotment option (such closing date, together with the Initial Closing Date, the “Closing
Dates” and each, a “Closing Date”). The closing of the purchase and sale of the Additional Private
Placement Warrants, if applicable, shall take place at the offices of Ellenoff Grossman & Schole LLP, counsel for the
Company, or such other place as may be agreed upon by the parties hereto.


 






    


     


    




 


C.    Terms of
the Private Placement Warrants.


 


(i)   Each Private Placement
Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and Continental in connection with the
Public Offering (the “Warrant Agreement”). Such terms include the fact that the Private Placement Warrants shall not
be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain exceptions
set forth in the Warrant Agreement.


 


(ii) On or prior to the Effective Date, the
Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private
Placement Warrants and the Shares underlying the Private Placement Warrants.


 


Section 2.
Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase
the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall
survive the applicable Closing Date) that:


 


A.   Incorporation and
Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State
of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have
a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite
corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 


B.    Authorization;
No Breach.


 


(i)   The execution, delivery
and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the applicable Closing
Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance
in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will
constitute valid and binding obligations of the Company, enforceable in accordance with their terms.


 


(ii)  The execution and delivery by the Company
of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares
upon exercise of the Private Placement Warrants and the fulfillment, of and compliance with, the respective terms hereof and thereof by
the Company, do not and will not as of the applicable Closing Date (a) conflict with or result in a breach of the terms, conditions
or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance
upon the Company’s share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent,
approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or
agency pursuant to the amended and restated certificate of incorporation of the Company (in effect on the date hereof or as may be amended
prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is
subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof
under federal or state securities laws.


 






    


     


    

 


C.    Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Warrant Agreement, the Shares issuable
upon exercise of the Private Placement Warrants will be duly and validly issued as fully paid and nonassessable. On the date of issuance
of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title
to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens,
claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby,
(ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the
actions of the Purchaser.





 


D.    Valid
Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares
of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s
Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s
preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding
no shares of Class A Common Stock, 4,312,500 shares of Class B Common Stock (of which up to 562,500 shares are subject to forfeiture
as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company
have been duly authorized, validly issued, and are fully paid and non-assessable


 


E.    Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required
in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any
other transactions contemplated hereby.


 


Section 3.
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue
and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive the applicable Closing Date) that:


 


A.   Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.


 


B.    Authorization;
No Breach.


 


(i)     This Agreement
constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights
and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)    The execution and delivery
by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not
as of the applicable Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement,
instrument, order, judgment or decree to which the Purchaser is subject.


 


C.    Investment
Representations.


 


(i)     
The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable
upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment
purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)     The Purchaser
is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of
1933, as amended (the “Securities Act”).


 


(iii)    The Purchaser understands
that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of
the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s
compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions
and the eligibility of the Purchaser to acquire such Securities.


 


(iv)    The Purchaser did not
enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under
the Securities Act.


 






    


     


    

 


(v)     The Purchaser has
been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer
and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions
of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high
degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision
with respect to the acquisition of the Securities.


 


(vi)    The Purchaser understands
that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation
or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities
passed upon or endorsed the merits of the offering of the Securities.


 


(vii)   The Purchaser understands
that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may
not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance
on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor
any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply
with the terms and conditions of any exemption thereunder. The Private Placement Warrants will bear a legend and appropriate “stop
transfer” instructions (or an appropriate notation if the warrants are issued in book entry form) relating to the foregoing. The
Purchaser further understands that the Securities and Exchange Commission (the “SEC”) has taken the position that promoters
or affiliates of a blank check company and their transferees, both before and after an initial business combination, are deemed to be
 “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144
adopted pursuant to the Securities Act would not be available for resale transactions of the Securities until the one-year anniversary
following consummation of an initial business combination despite technical compliance with the requirements of such Rule.


 


(viii)  The Purchaser has such knowledge
and experience in financial and business matters, knows of the high degree of risk associated with investments in the securities of companies
in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is
able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time.
The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated
future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of
its investment in the Securities.


 


Section 4.
Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement
Warrants are subject to the fulfillment, on or before the applicable Closing Date, of each of the following conditions:


 


A.   Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as
of the applicable Closing Date as though then made.


 


B.    Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before the applicable Closing Date.


 


C.    No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the
Warrant Agreement.


 


D.   Warrant Agreement.
The Company shall have entered into the Warrant Agreement.


 






    


     


    




 


Section 5.
Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject
to the fulfillment, on or before the applicable Closing Date, of each of the following conditions:


 


A.   Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as
of the applicable Closing Date as though then made.


 


B.    Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by the Purchaser on or before the applicable Closing Date.


 


C.    No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement or the Warrant Agreement.


 


D.   Warrant Agreement.
The Company shall have entered into the Warrant Agreement.


 


Section 6.
Termination. This Agreement may be terminated at any time after December 31, 2021 upon the election by either the Company
or the Purchaser solely as to itself upon written notice to the other party if the initial closing of the Public Offering does not occur
prior to such date.


 


Section 7.
Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the applicable
Closing Date.


 


Section 8.
Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration
Statement.


 






    


     


    

 


Section 9. Miscellaneous.


 


A.   Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement without the prior
written consent of the other party hereto, other than assignments by the Purchaser to affiliates thereof.


 


B.    Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C.    Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the same agreement.


 


D.   Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by
limitation.


 


E.    Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York, without regard to the conflicts of laws principles thereof.


 


F.     Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all
parties hereto. 





 


[Signature page follows]


 






    


     


    




 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	APEIRON CAPITAL INVESTMENT CORP.
	 	 
	 	By:	 /s/ Joel Shulman 
	 	 	Name:	Dr. Joel Shulman
	 	 	Title:	Chief Executive Officer
	 	 
	 	PURCHASER:
	 	 
	 	APEIRON CAPITAL SPONSOR, LLC
	 	 
	 	By:	 /s/ Joel Shulman 
	 	 	Name:	Dr. Joel Shulman
	 	 	Title:	Managing Member


 


[Signature page to Private Placement Warrants
Purchase Agreement]