Exhibit 10.1


 


EXECUTED VERSION


 


THIS PROMISSORY NOTE
(THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND
SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


 


	Principal Amount: $750,000	 	Dated as of February 24, 2021


 


Acropolis Infrastructure Acquisition Corp.,
a Delaware corporation (the “Maker”), promises to pay to the order of Acropolis Infrastructure Acquisition Sponsor,
L.P., a Cayman Islands exempted limited partnerhip, or its registered assigns or successors in interest (the “Payee”),
or order, the principal sum of Seven Hundred Fifty Thousand Dollars ($750,000) or such lesser amount as shall have been advanced
by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United
States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer
of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate
by written notice in accordance with the provisions of this Note. Maker and Payee are entering into this Note in connection with
the proposed initial public offering of the Maker’s securities (the “IPO”).


 


1. Principal. The entire unpaid principal
balance of this Note shall be payable on the earlier of: (i) December 31, 2021, or (ii) the date on which Maker consummates an
initial public offering of its securities (such earlier date, the “Maturity Date”). The principal balance may
be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee
or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.


 


2. Drawdown Requests. Maker and
Payee agree that Maker may request, from time to time, up to Seven Hundred Fifty Thousand Dollars ($750,000) in draw downs
under this Note to be used for costs and expenses related to Maker’s formation and IPO. Principal of this Note may be
drawn down from time to time prior to the Maturity Date upon written request from Maker to Payee (each, a “Drawdown
Request”), provided that each such Drawdown Request is duly authorized by the board of directors of Maker. Each
Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000).
Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided,
however, that the maximum amount of drawdowns outstanding under this Note at any time may not exceed Seven Hundred Fifty
Thousand Dollars ($750,000). No fees, payments or other amounts shall be due to Payee in connection with, or as a result of,
any Drawdown Request by Maker.


 






     


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3. Interest. Interest shall accrue
on the unpaid principal balance of this Note at a rate of 0.12% per annum.


 


4. Application of Payments. All payments
shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without
limitation) reasonable attorney’s fees, then to the payment in full of any late charges, then to accrued interest thereon
to the date of such payment and finally to the reduction of the unpaid principal balance of this Note.


 


5. Events of Default. The following
shall constitute an event of default (“Event of Default”):


 


(a) Failure to Make Required Payments.
Failure by Maker to pay the principal amount and accrued interest due pursuant to this Note within five (5) business days of the
Maturity Date.


 


(b) Voluntary Bankruptcy, Etc. The
commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other
similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate
action by Maker in furtherance of any of the foregoing.


 


(c) Involuntary Bankruptcy, Etc. The
entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case
under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.


 


6. Remedies. 


 


(a) Upon the occurrence of an Event of Default
specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable,
whereupon the unpaid interest and principal amount of this Note, and all other amounts payable thereunder, shall become immediately
due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything
contained herein or in the documents evidencing the same to the contrary notwithstanding.


 






     


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(b) Upon the occurrence of an Event of Default
specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note,
shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.


 


7. Waivers. Maker and all endorsers
and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of
protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of
this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or
personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may
be sold upon any such writ in whole or in part in any order desired by Payee.


 


8. Unconditional Liability. Maker hereby
waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note,
and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected
in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents
to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment
or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto
without notice to Maker or affecting Maker’s liability hereunder.


 


9. Notices. All notices, statements
or other documents which are required or contemplated by this Agreement shall be in writing and delivered (i) personally or sent
by first class registered or certified mail, overnight courier service, (ii) by facsimile to the number most recently provided
to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to
the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in
writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery,
if delivered personally, on the day of receipt of written confirmation, if sent by facsimile or electronic transmission, one (1)
business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


10. Construction. THIS NOTE SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 






     


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11. Severability. Any provision contained
in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12. Trust Waiver. Notwithstanding anything
herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)
in or to any distribution of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker
(including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private
placement to occur on or prior to the consummation of the IPO are to be deposited, as described in greater detail in the registration
statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees
not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.


 


13. Amendment; Waiver. Any amendment
hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and Payee.


 


14. Assignment. No assignment or transfer
of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without
the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.


 


[Signature page follows]


 






     


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IN WITNESS WHEREOF, Maker, intending to be legally bound
hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


	 	 	Acropolis Infrastructure Acquisition Corp.
	 	 	 
	 	By:  	/s/ James Crossen  
	 	 	Name: James Crossen
	 	 	Title: Director



 


Accepted and agreed this 24th day of February, 2021


 


Acropolis Infrastructure Acquisition Sponsor, L.P.


 


By: AP Caps II Holdings GP, LLC, its general partner


 


By: Apollo Principal Holdings III, L.P., its managing member


 


By: Apollo Principal Holdings III GP, Ltd., its general partner  




 


	By:	/s/ Laurie D. Medley  	 
	Name:   	Laurie D. Medley	 
	Title:	Vice President