Exhibit 10.3

       

      INVESTMENT MANAGEMENT TRUST AGREEMENT

       

      This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between AxonPrime Infrastructure
        Acquisition Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust corporation (the “Trustee”).

       

      WHEREAS, the Company’s registration statement on Form S-1, No. 333-[•] (the “Registration Statement”)
        and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists
        of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant, each whole warrant entitling the holder thereof to
        purchase one share of Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and
        Exchange Commission; and

       

      WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC (the “Underwriter”); and

       

      WHEREAS, as described in the Prospectus, $150,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $172,500,000 if
        the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently
        earned thereon) is referred to herein as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to
        as the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and

       

      WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $5,250,000, or $6,037,500 if the Underwriters’ over-allotment option is exercised in full, is attributable to
        deferred underwriting discounts and commissions that may be payable by the Company to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
        and

       

      WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

       

      NOW THEREFORE, IT IS AGREED:

       

      1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:

       

      (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee at a U.S. chartered commercial bank with
        consolidated assets of $100 billion or more and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;

       

      (b) Manage, supervise and administer the Trust Account subject to the express terms and conditions set forth herein;

       

      (c) In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16) of the Investment
        Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended
        (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest
        while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration during such periods;

      

      

      
        
          


      

       

      (d) Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the Property, as such term is used
        herein;

       

      (e) Promptly notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;

       

      (f) Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets
        held in the Trust Account;

       

      (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;

       

      (h) Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;

       

      (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial
        Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and
        distribute the Property in the Trust Account, including amounts that may be released to us to pay our franchise and income tax obligations, if any (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses),
        only as directed in the Termination Letter and the other documents referred to therein, or (y) upon (1) the date which is 24 months after the closing of the Offering or (2) such later date as may be approved by the Company’s stockholders in
        accordance with the Company’s amended and restated certificate of incorporation if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures
        set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income tax obligations, if any (less up to
        $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date;

       

      (j) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any income or franchise tax obligation
        owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company
        shall forward such tax payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the
        Trust Account as shall be designated by the Company in writing to make such distribution; provided, further, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be
        accompanied by a copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable. The written request of the Company
        referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;

       

      (k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly
        submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its public shares of
        Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation. The written request of the Company referenced above shall
        constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and

      

      

      
        
          


      

       

      (l) Not make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), 1(j), or 1(k) above.

       

      2. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:

       

      (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer or Secretary. In addition,
        except with respect to its duties under Sections 1(i), 1(j), and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in the
        absence of bad faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

       

      (b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee and its sub agents from and against any and all expenses, including reasonable counsel fees and
        disbursements, or losses, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by the
        Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or
        relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct (in each case as
        finally determined by a court of competent jurisdiction). Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification
        under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and
        manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld, conditioned or delayed. The
        Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld, conditioned or delayed. The Company may participate in such action with its own counsel
        and at its own expense;

       

      (c) Pay the Trustee the fees in accordance with a mutually agreed upon schedule, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be
        subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k)
        hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall refund to the Company the monthly fee (on a pro rata basis) with respect to any
        period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), the fee schedule and as may be provided in Section 2(b) hereof;

       

      (d) In connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving
        the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying
        the vote of such stockholders regarding such Business Combination;

       

      (e) Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account
        promptly after it issues the same;

       

      (f) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under
        this Agreement; and

      

      

      

      

      
        
          


      

       

      (g) Within four (4) business days after the Underwriters exercise the over- allotment option (or any unexercised portion thereof) or such over-allotment expires, provide the Trustee with a notice
        in writing of the total amount of the Deferred Discount, which shall in no event be less than $5,250,000.

      

      

      3. Limitations of Liability. The Trustee shall have no responsibility or liability to:

       

      (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any Agreement or document other than this Agreement and that which is expressly set forth herein;

       

      (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the
        Trustee’s gross negligence, fraud or willful misconduct (in each case as finally determined by a court of competent jurisdiction);

       

      (c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless
        and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

       

      (d) Refund any depreciation in principal of any Property;

       

      (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company
        shall have delivered a written revocation of such authority to the Trustee;

       

      (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, except for the Trustee’s gross negligence, fraud or
        willful misconduct (in each case as finally determined by a court of competent jurisdiction). The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
        counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth
        and acceptability of any information therein contained) which the Trustee believes, in the absence of bad faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or
        any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee
        are affected, unless it shall give its prior written consent thereto;

       

      (g) Verify the accuracy of the information contained in the Registration Statement;

       

      (h) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;

       

      (i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable
        by the Company, if any, relating to any interest income earned on the Property;

       

      (j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of
        whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or

       

      (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), and 1(k) hereof.

      

      

      

      

      
        
          


      

       

      (l) Compensate the Company or any other person for and shall have no responsibility or liability for any diminution of the Property that may result from any deposit made by Trustee in accordance
        with this Agreement, including any losses resulting from a default by any bank, financial institution or other third party.

       

      Notwithstanding anything in this Agreement to the contrary, any liability of the Trustee under this Agreement will be limited to the amount of annual fees paid by the Company to the Trustee during
        the twelve (12) months immediately preceding the event for which recovery from the Trustee is being sought (except for liability resulting from the Trustee’s gross negligence, fraud or willful misconduct). Anything to the contrary notwithstanding,
        in no event will the Trustee be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if apprised of the possibility of such loss or damages.

       

      The obligations of the Company and the rights and immunities of the Trustee contained in this Section 3 shall survive the termination of this Agreement and the resignation, replacement or removal of the Trustee.

      

      

      4. Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in,
        the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without
        limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in
        the Trust Account.

       

      5. Termination. This Agreement shall terminate as follows:

       

      (a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the
        Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall
        transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
        that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State
        of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or

       

      (b) At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof (which section may not be
        amended under any circumstances) and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).

       

      6. Miscellaneous.

       

      (a) The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the
        Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access
        to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other
        identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct (in each case as finally determined by a court of
        competent jurisdiction), the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.

       

      (b) This 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. This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

      

      

      
        
          


      

       
      (c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i) and 1(k)
        hereof (which may not be modified, amended or deleted without the affirmative vote of sixty five percent (65%) of the then outstanding shares of Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a
        single class; provided that no such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem his shares of Common Stock in connection with a stockholder vote sought to amend this Agreement), this Agreement or
        any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto. As a condition precedent to the Trustee’s execution of any amendment or modification, the
        Company shall deliver to the Trustee a certificate of an authorized officer which shall state that the amendment or modification is in accordance with this Section 6(c).

       

      (d) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS
        TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

      

      

      (e) Any notice, consent or request to be given in connection with any of the terms or provisions of this 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 by facsimile transmission:

       

      if to the Trustee, to:

       

      Computershare Trust Company, N.A.

      6200 S. Quebec St.

      Greenwood Village, CO 80111

      Attn: [•]

      Facsimile No.: (303) 262-0608

      Email: corporate.trust@computershare.com and

      rose.stroud@computershare.com, jay.ramos@computershare.com

       

      and

       

      Computershare Trust Company, N.A.

      480 Washington Boulevard

      Jersey City, NJ 07310

      Attn: General Counsel

      Facsimile No.: (201) 680-4610

       

      if to the Company, to:

       

      AxonPrime Infrastructure Acquisition Corporation

      126 E 56th St., 30th Floor

      New York, NY 10022

      Attn: Jon Layman

      Email: jon@primemoverslab.com

       

      in each case, with copies (which shall not constitute notice) to:

       

      Hogan Lovells US LLP

      390 Madison Ave.

      New York, New York 10017

      Attn: Richard Aftanas, Esq.

      Email: raftanas@hoganlovells.com

       

      and

       

      Morgan Stanley & Co. LLC

      1585 Broadway

      New York, NY 10036

      

      

      and

       

      Ropes & Gray LLP

      1211 Avenue of the Americas

      New York, NY 10036

      Attn: Paul D. Tropp, Esq.

       Email: Paul.Tropp@ropesgray.com

       

      (f) Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as
        contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.

       

      (g) Each of the Company and the Trustee hereby acknowledges and agrees that Morgan Stanley & Co. LLC is a third party beneficiary of this Agreement.

       

      (h) Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.

       

       [Signature Page Follows]

      
        
          


      

      

      

      IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.

      

      

      	 	
              Computershare Trust Company, N.A., as Trustee

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


      

      

      	 	
              AxonPrime Infrastructure Acquisition Corporation

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


      

      

      [Signature Pages to Investment Management Trust Agreement]

      
        
          


      

      SCHEDULE A

      

      

      	
              Fee Item

            	
              Time and method of payment

            	 	
              Amount

            	 
	
              Initial set-up fee.

            	
              Initial closing of Offering by wire transfer.

            	 	
              $

            	
              3,500.00

            	 
	
              Trustee administration fee

            	
              Payable annually. First year fee payable,

              at initial closing of Offering by wire

              transfer, thereafter by wire transfer or

              check.

            	 	
              $

            	
              3,500.00

            	 
	
              Transaction processing fee for disbursements to

              Company under Sections 1(i), and 1(j)

            	
              Billed to Company following

              disbursement made to Company under

              Section 1(i) and 1(j)

            	 	
              $

            	
              100.00

            	 
	
              Paying Agent services as required pursuant to Section 1(i) and

              1(k)

            	
              Billed to Company upon delivery of

              service pursuant to Section 1(i) and 1(k)

            	 	
              Prevailing

              rates

            	 


      

      

      
        
          


      

      EXHIBIT A

       

      [Letterhead of Company]

       

      [Insert date]

       

      Computershare Trust Company, N.A.

      6200 S. Quebec St.

      Greenwood Village, CO 80111

      Attn: [•]

      Facsimile No.: (303) 262-0608

      Email: corporate.trust@computershare.com and

      rose.stroud@computershare.com, jay.ramos@computershare.com

       

      Re: Trust Account No. Termination Letter

       

      Dear [•]

       

      Pursuant to Section 1(i) of the Investment Management Trust Agreement between AxonPrime Infrastructure Acquisition Corporation (the “Company”) and Computershare Trust Company, N.A. (the “Trustee”), dated as of [•], 2021 (the “Trust
          Agreement”), this is to advise you that the Company has entered into an agreement with [•] (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination
        (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

       

      In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds into a segregated account
        held by you on behalf of the beneficiaries to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct. It is acknowledged
        and agreed that while the funds are on deposit in the trust operating account awaiting distribution, the Company will not earn any interest or dividends.

       

      On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your
        transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive
        Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) joint written instruction signed by the Company and Morgan Stanley & Co. LLC with respect to the transfer
        of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the
        funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated
        by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
        Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.

       

      In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a
        new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following
        the Consummation Date as set forth in the notice as soon thereafter as possible.

      

      

      

      

      

      

      	 	
              Very truly yours,

            
	 	 
	 	
              AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


      

      

       

      	cc:	
              [•]

               [•]

            


      
        
          


      

      EXHIBIT B

       

      [Letterhead of Company]

       

      [Insert date]

      Computershare Trust Company, N.A.

      6200 S. Quebec St.

      Greenwood Village, CO 80111

      Attn: [•]

      Facsimile No.: (303) 262-0608

      Email: corporate.trust@computershare.com and

      rose.stroud@computershare.com, jay.ramos@computershare.com

       

      Re: Trust Account No. [ ] Termination Letter

       

      Dear [•]

       

      Pursuant to Section 1(i) of the Investment Management Trust Agreement between AxonPrime Infrastructure Acquisition Corporation (the “Company”) and Computershare Trust Company, N.A. (the “Trustee”), dated as of [•], 2021 (the “Trust
          Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame
        specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

       

      In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on [•], 2021 and to transfer the total proceeds into the trust
        operating account at [•] to await distribution to the Public Stockholders. The Company has selected [•] as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation
        proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended
        and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust
        Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.

      

      

      	 	
              Very truly yours,

            
	 	 
	 	
              AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


      

      

      	cc:	
              [•]

               [•]

            


      

      

      
        
          


      

      EXHIBIT C

       

      [Letterhead of Company]

       

      [Insert date]

       

      Computershare Trust Company, N.A.

      6200 S. Quebec St.

      Greenwood Village, CO 80111

      Attn: [•]

      Facsimile No.: (303) 262-0608

      Email: corporate.trust@computershare.com and

      rose.stroud@computershare.com, jay.ramos@computershare.com

       

      Re: Trust Account No. [ ] Tax Payment Withdrawal Instruction

       

      Dear [•]

       

      Pursuant to Section 1(j) of the Investment Management Trust Agreement between AxonPrime Infrastructure Acquisition Corporation (the “Company”) and Computershare Trust Company, N.A. (the “Trustee”), dated as of [•], 2021 (the “Trust
          Agreement”), the Company hereby requests that you deliver to the Company $[•] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
        Agreement.

       

      The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed
        and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:

       

      [WIRE INSTRUCTION INFORMATION]

      

      

      	 	
              Very truly yours,

            
	 	 
	 	
              AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


      

      

      	cc:	
              [•]

               [•]

            


      
        
          


      

      EXHIBIT D

       

      [Letterhead of Company]

       

      [Insert date]

       

      Computershare Trust Company, N.A.

      6200 S. Quebec St.

      Greenwood Village, CO 80111

      Attn: [•]

      Facsimile No.: (303) 262-0608

      Email: corporate.trust@computershare.com and

      rose.stroud@computershare.com, jay.ramos@computershare.com

       

      Re: Trust Account No. [ ] Stockholder Redemption Withdrawal Instruction

       

      Dear [•]

       

      Pursuant to Section 1(l) of the Investment Management Trust Agreement between AxonPrime Infrastructure Acquisition Corporation (the “Company”) and Computershare Trust Company, N.A. (the “Trustee”), dated as of [•], 2021 (the “Trust
          Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[•] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined
        herein shall have the meanings set forth in the Trust Agreement.

       

      The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve
        an amendment to the Company’s Amended and Restated Certificate of Incorporation that affects the substance or timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial
        Business Combination within such time as is described in the Company’s Amended and Restated Certificate of Incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this
        letter to the redeeming Public Stockholders in accordance with your customary procedures.

      

      

      	

            	
              Very truly yours,

            
	 	 
	 	
              AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


      

      

      

      

      	cc:	
              [•]

               [•]