Exhibit 10.6


 


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 Cantor Fitzgerald & Co.
(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 750,000 warrants (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase
one Share at an exercise price of $11.50 per Share (provided that so long as the Private Placement Warrants are held by the Purchaser
or its designees, the Purchaser or its designees will not be permitted to exercise such Private Placement Warrants after the five-year
anniversary of the effective date of the Registration Statement).


 


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. 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 750,000 Private Placement Warrants at a price of
$1.00 per warrant for an aggregate purchase price of $750,000 (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.


 






    


     


    

 





 


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.
Pursuant to the Registration and Shareholder Rights Agreement, the Purchaser may not exercise its demand and
 “piggyback” registration rights after five (5) and seven (7) years after the effective date of the
Registration Statement and may not exercise its demand rights on more than one occasion.


 


(iii)  The obligation of the Purchaser
to purchase and pay for the Private Placement Warrants as provided herein shall be subject to the satisfaction of the conditions set forth
in Section 6 of the Underwriting Agreement, dated the date hereof, by and between the Company and Cantor Fitzgerald & Co.,
as representative of the underwriters named therein (the “Underwriting Agreement”).


 


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.


 


E.   Underwriting Agreement.
The obligation of the Purchaser to purchase and pay for the Private Placement Warrants as provided herein shall be subject to the satisfaction
of the conditions set forth in Section 6 of the Underwriting Agreement, dated as of the date hereof, by and between the Company and
the Purchaser, as representative of the underwriters named therein (the “Underwriting 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. Lock-Up Period.


 


	 	(i)	The Purchaser agrees that it shall not Transfer any Securities until thirty (30) days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (a) to the Company’s officers or directors, Apeiron Capital Sponsor, LLC (the “Sponsor”), or Subscriber’s officers, directors or direct or indirect equityholders, (b) to an affiliate or immediate family member of any of the officers or directors of the Company or Subscriber (c) to any member, officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor, (d) by gift to any permitted transferee under any of the immediately preceding subsections (a) through (c), a trust, the beneficiaries of which are one or more permitted transferees under any of the immediately preceding subsections (a) through (c), or a charitable organization, (e) by virtue of laws of descent and distribution upon death of any of the Company’s officers or directors, the Sponsor, or members of the Sponsor, or any officers, directors or direct or indirect equityholders of Purchaser, (f) pursuant to a qualified domestic relations order, (g) in the event of any liquidation prior to consummation of the Company’s initial Business Combination, and (h) by virtue of the laws of Delaware, the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or the organizational documents of Purchaser upon dissolution of Purchaser; provided, however, that in the case of clauses (a) through (f), and (h), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein.


 


	 	(ii)	For purposes of Section 8(i), the term “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 






    


     


    




 


	 	(iii)	In addition to the restrictions on transfer described in Section 8(i), Purchaser acknowledges and agrees that the Private Placement Warrants and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of one hundred eighty (180) days immediately following the date of effectiveness or commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). Additionally, the Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing one hundred eighty (180) day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of any Subscriber and any such participating underwriter or selected dealer. Additionally, the Private Placement Warrants and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO.


 


Section 9.
Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration
Statement.





 


Section 10. 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:
	 	 
	 	CANTOR FITZGERALD & CO.
	 	 
	 	By:	 /s/ Sage Kelly    
	 	 	Name: Sage Kelly 
	 	 	Title:


 


[Signature page to Private Placement Warrants
Purchase Agreement]