Exhibit 10.1


 


Execution Version


 


July 8, 2021


 


Acropolis Infrastructure Acquisition Corp.


9 West 57th Street, 43rd Floor


New York, NY 10019


 


Re:     Initial
Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into
by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and Credit Suisse
Securities (USA) LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”)
of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the
 “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share
(the “Common Stock”), and one-third (1/3) of one redeemable Warrant. Each whole Warrant (each, a “Warrant”)
entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, as described
in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1
and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”)
and the Company has applied to have the Units listed on the New York Stock Exchange. Certain capitalized terms used herein are defined
in paragraph 11 hereof.


 


In order to induce the Company and the Representative,
on behalf of the Underwriters, to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Acropolis Infrastructure Acquisition Sponsor, L.P.,
a Cayman Islands limited partnership (the “Sponsor”), and each of the undersigned individuals, each of whom is a member
of the Company’s board of directors and/or management team (each, an “Insider” and, collectively, the “Insiders”),
hereby severally (and not jointly and severally) agrees with the Company as follows:


 


1.             The
Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination (as defined below),
then in connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock (as defined
below) owned by it, him or her in favor of such proposed Business Combination and (ii) not redeem any shares of Capital Stock owned
by it, him or her in connection with such stockholder approval. If the Company seeks to consummate a proposed Business Combination by
engaging in a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any shares of Capital Stock
owned by it, him or her to the Company in connection therewith.


 



     



     


    

 


2.             The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 24 months
from the closing of the Public Offering, or 27 months from the closing of the Public Offering if the Company has executed a written letter
of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the
Public Offering but has not completed the initial Business Combination within such 24-month period (the “Completion Window”),
or such later period approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate
of incorporation (the “Charter”), the Sponsor and each Insider shall take all reasonable steps to cause the Company
to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Common Stock sold as part of the Units
in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account (as defined below) including interest earned on the funds held in the Trust Account, less amounts
withdrawn to pay the Company’s taxes (“Permitted Withdrawals”) and less up to $100,000 of interest to pay dissolution
expenses, divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’
(as defined below) rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and each Insider agrees
to not propose any amendment to the Charter that would modify the substance or timing of the Company’s obligation to redeem 100%
of the Offering Shares if the Company does not complete a Business Combination within the Completion Window or with respect to any other
material provisions relating to stockholders’ rights or pre-initial business combination acquisition, unless the Company provides
its Public Stockholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account, less Permitted Withdrawals, divided by the number of then outstanding Offering Shares.


 


The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account as a result of any
liquidation of the Company with respect to the Founder Shares (as defined blow) held by it, him or her. The Sponsor and each Insider hereby
further waives, with respect to any shares of Common Stock held by it, him or her, if any, any redemption rights it, he or she may have
in connection with the consummation of a Business Combination, including, without limitation, any such rights available in the context
of a stockholder vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase shares
of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights
with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set
forth in the Charter or in connection with a stockholder vote to approve an amendment to the Charter to modify the substance or timing
of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within
the time period set forth in the Charter or with respect to any other material provisions relating to stockholders' rights or pre-initial
Business Combination activity).


 



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3.             During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider
shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated
thereunder, with respect to any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable
for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of any Units, shares of Capital Stock, Warrants or any securities convertible
into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, whether any such transaction is to be settled
by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified
in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release
or waiver of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or
waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any
such release or waiver granted shall only be effective two business days after the publication date of such press release. The provisions
of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer of securities without consideration
and (ii) the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and
for the duration that such terms remain in effect at the time of the transfer. Additionally, the provisions of this paragraph will not
apply to any transfers or transactions that are permitted under Section 7(c) of this Letter Agreement.


 



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4.             In
the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders,
members or managers of the Sponsor or any other Insider) agrees to indemnify and hold harmless the Company against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become
subject as a result of any claim by (i) any third party (other than the Company’s independent accountants) for services rendered
or products sold to the Company or (ii) a prospective target business with which the Company has entered into a letter of intent,
confidentiality or other similar agreement for a Business Combination (a “Target”); provided, however,
that such indemnification of the Company by the Sponsor (x) shall apply only to the extent necessary to ensure that such claims by
a third party (other than the Company’s independent accountants) for services rendered or products sold to the Company or a Target
do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Offering Share or (ii) the actual
amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Offering
Share is then held in the Trust Account due to reductions in the value of the trust assets less Permitted Withdrawals, (y) shall
not apply to any claims by a third party (including a Target) that executed a waiver of any and all rights to the monies held in the Trust
Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of
the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Sponsor shall have
the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following
written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.
For the avoidance of doubt, none of the Company’s officers or directors will indemnify the Company for claims by third parties,
including, without limitation, claims by vendors and prospective target businesses.


 


5.             To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 4,500,000 Units within 30
days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees that it shall forfeit, at no cost,
an aggregate number of Founder Shares equal to the product of 1,125,000 multiplied by a fraction, (i) the numerator of which is
4,500,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the
denominator of which is 4,500,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full
by the Underwriters so that the Initial Stockholders (as defined below) will own an aggregate of 20.0% of the Company’s issued
and outstanding shares of Capital Stock after the Public Offering. To the extent that the size of the Public Offering is increased or
decreased, the Company will effect a capitalization or share repurchase, redemption or stock split or other appropriate mechanism, as
applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of the Capital Stock
of the Initial Stockholders prior to the Public Offering at 20.0% of the Company’s issued and outstanding Capital Stock upon the
consummation of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the
references to 4,500,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a
number equal to 15% of the number of shares included in the Units issued in the Public Offering and (B) the reference to 1,125,000
in the formula set forth in the immediately preceding sentence shall be adjusted to such number of Founder Shares that the Sponsor would
have to return to the Company in order to hold (with all of the Initial Stockholders) an aggregate of 20.0% of the Company’s issued
and outstanding Capital Stock after the Public Offering.


 



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6.             The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured
in the event of a breach by the Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a) and 7(b),
as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the
non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity,
in the event of such breach.


 


7.             (a)        Subject
to the exceptions set forth herein, the Sponsor and each Insider agrees that it, he or she shall not Transfer (as defined below) any
Founder Shares (or shares of Common Stock issuable upon conversion thereof) until the earlier of (A) one year after the completion
of the Company’s initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last
reported sale price of the 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 (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization
or other similar transaction 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 (the “Founder Shares Lock-up Period”).


 


(b)        Subject
to the exceptions set forth herein, the Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants
(as defined below) or shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants, until 30 days after
the completion of the Company’s initial Business Combination (the “Private Placement Warrants Lock-up Period”,
together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 



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(c)        Notwithstanding
the provisions set forth in paragraphs 3 and 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares
of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and that are
held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted:
(a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any member of the Sponsor, or any affiliates of the Sponsor, (b) in the case of an individual, transfers by gift to a member of
the individual’s immediate family, to a trust, the beneficiary of which is a member of one of the individual’s immediate
family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of
laws of descent and distribution upon death of such person; (d) in the case of an individual, transfers pursuant to a qualified
domestic relations order; (e) transfers by virtue of the laws of the state of Delaware or the Sponsor’s operating agreement
upon dissolution of the Sponsor; (f) transfers by private sales or transfers made in connection with the consummation of the Company’s
Business Combination at prices no greater than the price at which the securities were originally purchased; (g) transfers in the
event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; (h) in the
event of the Company’s completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results
in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property
subsequent to the completion of the Company’s initial Business Combination; (i) to a nominee or custodian of a person or entity
to whom a disposition or transfer would be permissible under clauses (a) through (h) above; (j) to any third-party pledgee
in a bona fide transaction as collateral to secure obligations pursuant to lending or other arrangements between such third parties (or
their affiliates or designees) and the Sponsor, any other Insider and/or their affiliates or any similar arrangement relating to a financing
arrangement for the benefit of the Sponsor, any other Insider and/or their affiliates; and (k) pursuant to a bona fide loan or pledge
or as a grant or maintenance of a bona fide lien, security interest, pledge or other similar encumbrance (each, a “Pledge”)
of any such securities owned by the Sponsor, any other Insider and/or their affiliates to a nationally or internationally recognized
financial institution (an “Institution”) in connection with a loan to the Sponsor, such Insider and/or their affiliates;
provided, however, that (A) the Sponsor, such Insider and/or their affiliates shall not Pledge such securities resulting in a loan
to value in excess of 50%; and (B) the Sponsor, such Insider or the Company, as the case may be, shall provide Credit Suisse Securities
(USA) LLC prior written notice informing them of any public filing, report or announcement made by or on behalf of the Sponsor, such
Insider or the Company with respect thereto; provided, however, that in the case of clauses (a) through (d), (f) and (i), these
permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and
the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).


 


8.             The
Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each
Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is true
and accurate in all respects and does not omit any material information with respect to such Insider’s background. Each Insider’s
questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents and warrants that:
it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been
convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of
funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in
any such criminal proceeding.


 


9.             [Reserved]


 


10.           The
Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as
applicable, to serve as an officer and/or a director on the board of directors of the Company and hereby consents to being named in the
Prospectus as an officer and/or a director of the Company.


 



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11.           As
used herein, (i) “Business Combination” shall mean a merger, stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination, involving the Company and one or more businesses;
(ii) “Capital Stock” shall mean, collectively, the Common Stock and the Founder Shares;
(iii) “Founder Shares” shall mean the 8,625,000 shares of the Company’s Class B common stock, par
value $0.0001 per share (up to 1,125,000 of which are subject to complete or partial forfeiture if the over-allotment option is not
exercised by the Underwriters) initially held by the Sponsor; (iv) “Initial Stockholders” shall mean the
Sponsor and any other holder of Founder Shares immediately prior to the Public Offering; (v) “Private Placement
Warrants” shall mean the warrants to purchase 5,235,000 shares of Common Stock of the Company (or up to 5,835,000 shares
of Common Stock if the Underwriters’ overallotment option is exercised in full) that the Sponsor has agreed to purchase for
an aggregate purchase price of $7,852,500 in the aggregate (or $8,752,500 if the overallotment option is exercised in full), or
$1.50 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering;
(vi) “Public Stockholders” shall mean the holders of securities issued in the Public Offering;
(vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public
Offering and the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer” shall mean
the (a) sale or assignment 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 Exchange Act and the rules and regulations of the Commission promulgated thereunder with respect to, any security,
(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 security, 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).


 


12.             This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they
relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended,
modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed
by all parties hereto.


 


13.           Except
as otherwise provided herein, no party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations
hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void
and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall
be binding on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.


 



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14.           Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or entity other than the parties hereto any right,
remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof.
All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive
benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


15.           This
Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


16.           This
Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17.           This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement
shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and
venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or
that such courts represent an inconvenient forum.


 


18.           Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.


 


19.           This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the
Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is
not consummated and closed by December 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive
such liquidation for a period of six (6) years.


 


[Signature Page Follows]


 



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	 	Sincerely,
	 	 
	 	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/  James Elworth
	 	 	Name: James Elworth
	 	 	Title:   Vice President



 


[Signature
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	 	/s/ Geoffrey Strong
	 	Geoffrey Strong




 


[Signature
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	 	/s/ James Crossen
	 	James Crossen




 


[Signature
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	 	/s/ Dylan
    Foo
	 	Dylan
    Foo




 


[Signature
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	 	/s/ Curtis Morgan
	 	Curtis Morgan




 


[Signature
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	 	/s/ David Small
	 	David Small




 


[Signature
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	 	/s/ Theresa M.H. Wise
	 	Theresa M.H. Wise




 


[Signature
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Acknowledged and Agreed:


 


Acropolis Infrastructure Acquisition Corp.


 


	By: 	/s/ James Crossen	 
	 	Name:	James Crossen	 
	 	Title:	Chief Financial Officer, Chief Accounting Officer and Secretary	 



 


[Signature
Page to Letter Agreement]