Exhibit 10.5

    

    

    April 9, 2021

    

    

    AxonPrime Infrastructure Acquisition Corporation

     126 East 56th Street

    New York, NY 10022

    

    

    The Immovable Movers Trust 

    320 E Broadway Avenue 

    Jackson, WY 83001

    

    

    RE: Securities Subscription Agreement

    

    

    Ladies and Gentlemen:

    

    

    AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), is pleased to accept the offer The Immovable
      Movers Trust (the “Subscriber” or “you”) has made to purchase 8,625,000 shares of the Company’s Class B common stock (the “Shares”),


      $0.0001 par value per share (the “Class B Common Stock”), up to 1,125,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s
      certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to
      adjustment, upon the terms and conditions set forth in the Charter. Unless the context otherwise requires, as used herein “Securities” shall refer to the Shares and
      shall be deemed to include any shares of Class A Common Stock issued upon conversion of the Shares. The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the
      Company and the Subscriber’s agreements regarding such Shares, are as follows:

    

    

    	1.	
            Purchase of Shares.

          


    

    

    For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby sells and issues
      the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this
      Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the Shares (the “Original Certificate”), or effect such delivery in
      book-entry form.

    

    

    	2.	
            Representations, Warranties and Agreements.

          


    

    

    2.1          Subscriber’s Representations, Warranties and Agreements. To induce the
        Company to issue the Securities to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:

    

    

    2.1.1          No Government Recommendation or Approval. The Subscriber understands
        that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Securities.

    

    

    2.1.2          Experience, Financial Capability and Suitability. The Subscriber is:
        (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities and (ii) able to bear the economic risk of its investment in the Securities for an indefinite period of time because the
        Securities have not been registered under the Securities Act (as defined below) and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber is capable of
        evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. The Subscriber must bear the economic risk of this investment until the Securities are sold pursuant to: (i) an effective
        registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. The Subscriber is able to bear the economic risks of an investment in the Securities and to afford a complete loss of the
        Subscriber’s investment in the Securities.

    

    

    
      
        

        

      

      
        


      

    

    

    

    2.1.3          Access to Information; Independent Investigation. Prior to the
        execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of
        the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, the Subscriber has relied solely on the Subscriber’s own knowledge and
        understanding of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any
        information or to make any representations which were not furnished pursuant to this Section 2 and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral,
        relating to the Company, its operations and/or its prospects.

    

    

    2.1.4          Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges the sale
        contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

    

    

    2.1.5          Investment Purposes. The Subscriber is purchasing the Securities solely
        for investment purposes, for the Subscriber’s own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did not decide to enter into this Agreement as a
        result of any general solicitation or general advertising within the meaning of Rule 502 under the Securities Act.

    

    

    2.1.6          Restrictions on Transfer; Shell Company. The Subscriber understands the
        Securities are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Subscriber understands the Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the
        Securities Act and the Subscriber understands that the certificates or book-entries representing the Securities will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise
        transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. The Subscriber agrees that if any
        transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent
        registration or an exemption, the Subscriber agrees not to resell the Securities. The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until at
        least one year following consummation of the initial business combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

    

    

    2.1.7          No Governmental Consents. No governmental,
        administrative or other third party consents or approvals are required, necessary or appropriate on the part of the Subscriber in connection with the transactions contemplated by this Agreement.

    

    

    
      
        

        

      

      
        


      

    

    

    

    2.2          Company’s Representations, Warranties and Agreements. To induce the
        Subscriber to purchase the Securities, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:

    

    

    2.2.1          Organization and Corporate Power. The Company is a Delaware corporation
        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.

    

    

    2.2.2          No Conflicts. The execution, delivery and performance of this Agreement
        and the consummation by the Company of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the Charter or bylaws of the Company, (ii) any agreement, indenture or instrument to which the Company is a
        party or (iii) any law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.

    

    

    2.2.3          Title to Securities. Upon issuance in accordance with, and payment
        pursuant to, the terms hereof, the Securities will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber will have or receive good title to the
        Securities, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Securities may be subject, (b) transfer restrictions under federal and state
        securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

    

    

    2.2.4          No Adverse Actions. There are no actions, suits, investigations or
        proceedings pending, threatened against or affecting the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity or legality of any
        transactions or seeks to recover damages or to obtain other relief in connection with any transactions.

    

    

    2.2.5          Authorization. The shares of Class A Common Stock issuable upon
        conversion of the Shares have been duly authorized and reserved for issuance upon such conversion.

    

    

    	3.	
            Forfeiture of Shares.

          


    

    

    3.1          Partial or No Exercise of the Over-allotment Option. In the event the
        Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall automatically forfeit at the time such Over- allotment
        Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 1,125,000 Shares and pro rata based upon the percentage of the
        Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and any such transferees) will own an aggregate number of Shares equal to 20% of the issued and outstanding Common Stock immediately following the
        IPO.

    

    

    3.2          Termination of Rights as Stockholder. If any of the Shares are forfeited
        in accordance with this Section 3, then after such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take such action as is appropriate to cancel such
        forfeited Shares.

    

    

    
      
        

        

      

      
        


      

    

    

    

    3.3          Share Certificates. In the event an adjustment to the Original
        Certificates, if any, is required pursuant to this Section 3, then the Subscriber shall return such Original Certificates to the Company or its designated agent as soon as practicable upon its receipt of notice from the Company advising the
        Subscriber of such adjustment, following which a new certificate (the “New Certificate”), if any, shall be issued in such amount representing the adjusted number of Shares held by the Subscriber. The New
        Certificate, if any, shall be returned to the Subscriber as soon as practicable. Any such adjustment for any uncertificated securities held by the Subscriber shall be made in book-entry form.

    

    

    4.  Waiver of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased
        pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public
        stockholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an
        initial business combination. For purposes of clarity, in the event the Subscriber purchases securities in the IPO or in the aftermarket, any shares of Class A Common Stock so purchased shall be eligible to receive any liquidating distributions by
        the Company. However, in no event will the Subscriber have the right to redeem any shares of Common Stock held by it into funds held in the Trust Account upon the successful completion of an initial business combination.

    

    

    	5.	
            Restrictions on Transfer.

          


    

    

    5.1          Securities Law Restrictions. In addition to any restrictions to be
        contained in that certain letter agreement (commonly known as an “Insider Letter”) dated on or prior to the closing of the IPO by and between the Subscriber and the Company, the Subscriber agrees not to sell,
        transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the
        Securities proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from
        registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

    

    

    5.2          Lock-up. The Subscriber acknowledges that the Securities will be subject
        to lock-up provisions (the “Lock-up”) contained in the Insider Letter. Pursuant to the Insider Letter, the Subscriber will agree (subject to certain customary exceptions) not to sell, transfer, pledge,
        hypothecate or otherwise dispose of all or any part of the Securities until the earlier to occur of: (a) one year after the completion of the Company’s initial business combination (b), if the last sale price of the Class A Common Stock equals or
        exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business
        combination or (c) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Company’s initial business combination that results in all of the Company’s
        stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

    

    

    5.3          Restrictive Legends. All certificates representing the Securities shall
        have endorsed thereon legends substantially as follows:

    

    

    “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE
      SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS
      WHICH, IN THE OPINION OF COUNSEL (IF THE COMPANY SO REQUESTS), IS AVAILABLE.”

    

    

    
      
        

        

      

      
        


      

    

    

    

    “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING
      THE TERM OF THE LOCK-UP.”

    

    

    5.4          Additional Shares or Substituted Securities. In the event of the
        declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than Common Stock, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the
        Company’s outstanding Common Stock without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Securities subject to this Section 5
        or into which such Securities thereby become convertible shall immediately be subject to this Section 5 and Section 3 above. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the
        number and/or class of Securities subject to this Section 5 and Section 3 above.

    

    

    5.5          Registration Rights. The Subscriber acknowledges that the Shares are
        being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement to be entered
        into with the Company prior to the closing of the IPO (the “Registration Rights Agreement”).

    

    

    	6.	
            Other Agreements.

          


    

    

    6.1          Further Assurances. The Subscriber agrees to execute such further
        instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

    

    

    6.2          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 or facsimile or electronic transmission to the address designated in writing,

    

    

    (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, and (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 business day following 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.

    

    

    6.3          Entire Agreement. This Agreement, together with that certain Insider
        Letter to be entered into between the Subscriber and the Company and the Registration Rights Agreement, each substantially in the form to be filed as an exhibit to the Registration Statement, embodies the entire agreement and understanding between
        the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of
        any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.

    

    

    6.4          Modifications and Amendments. The terms and provisions of this Agreement
        may be modified or amended only by written agreement executed by all parties hereto.

    

    

    
      
        

        

      

      
        


      

    

    

    

    6.5

    Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted,
        only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this
        Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

    

    

    6.6

    Assignment. The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written
        consent of the other party.

    

    

    6.7

    Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties
        hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity
        shall be regarded as a third- party beneficiary of this Agreement.

    

    

    6.8

    Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and
        governed by the laws of New York applicable to contracts wholly performed within the borders of such state.

    

    

    6.9

    Severability. In the event that any court of competent
        jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it
        reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless
        remain in full force and effect.

    

    

    6.10

    No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under
        this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor
        any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by
        a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any
        other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.

    

    

    6.11

    Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in
        any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf of the parties.

    

    

    6.12

     No Broker or Finder. Each of the parties hereto represents
        and warrants to the other that no broker, finder or other financial consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other. Each of the
        parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party
        and to bear the cost of legal expenses incurred in defending against any such claim.

    

    

    
      
        

        

      

      
        


      

    

    

    

    6.13          Headings and Captions. The headings and captions of the various
        subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.

    

    

    6.14          Counterparts. This Agreement may be executed in one or more
        counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need
        not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf
        such signature is executed) with the same force and effect as if such signature page were an original thereof.

    

    

    6.15          Construction. The parties hereto have participated jointly in the
        negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or
        disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders
        will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and
        words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent
        significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the
        relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.

    

    

    6.16          Mutual Drafting. This Agreement is the joint product of the Subscriber
        and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.

    

    

    7.          Voting and Tender of Shares. The Subscriber agrees to vote the Shares in favor of an initial business
        combination that the Company negotiates and submits for approval to the Company’s stockholders and shall not seek redemption with respect to any of the Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender
        offer presented to the Company’s stockholders in connection with an initial business combination negotiated by the Company.

    

    

    [Signature Page Follows]

    
      
        

        

      

      
        


      

    

    

    

    If the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.

    

    

    	 	
            Very truly yours,

          
	 	 	 	 
	 	
            AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION

          
	 	 	 	 
	 	
            By:

          	/s/ Jon Layman
	 	 	
            Name:

          	
            Jon Layman

          
	 	 	
            Title:

          	
            President

          


    

    

    Signature Page to Subscription Agreement – Subscriber

    AxonPrime Infrastructure Acquisition Corporation

    
      
        

        

      

      
        


      

    

    

    

    

    

    	
            THE IMMOVABLE MOVERS TRUST

          	 
	 	 	 	 
	
            By:

          	/s/ Dakin Sloss	 
	 	
            Name:

          	
            Dakin Sloss

          	 
	 	
            Title:

          	
            Authorized Person

          	 


    

    

    Signature Page to Subscription Agreement – Subscriber

    AxonPrime Infrastructure Acquisition Corporation