Exhibit 10.2


 


 Execution Version


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of July 8, 2021 by and between Acropolis Infrastructure Acquisition Corp.,
a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York
limited purpose trust company (the “Trustee”).


 


WHEREAS, the Company’s registration statement
on Form S-1, File No. 333-254409 (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, of the Company (the “Common Stock”), and
a fraction of one redeemable warrant of the Company, 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 Credit Suisse Securities (USA) LLC as representative (the “Representative”)
of the several underwriters named therein (the “Underwriters”); and


 


WHEREAS, as described in the Registration Statement,
an aggregate of $300,000,000 from the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting
Agreement) (or $345,000,000 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 $10,500,000, or $12,075,000 if the Underwriters’ over-allotment option is exercised in full,
is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon and concurrently
with 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
in the United States at J.P. Morgan Chase Bank, N.A. (or at another 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 terms and conditions set forth herein;


 


(c)            In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in solely 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; while account funds are invested or uninvested  the Trustee may earn
bank credits or other consideration;


 


(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 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, as applicable, 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, in the case of Exhibit A, acknowledged and agreed to by the Representative and complete the liquidation of the Trust
Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (net of amounts
withdrawn in accordance with this Agreement and 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 the date which is
the later of (1) 24 months after the closing of the Offering (or 27 months from the closing of the Offering if the Company has executed
a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing
of the Offering) and (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 earned on the funds held in the Trust Account (net of amounts withdrawn in accordance
with this Agreement and 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;


 






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(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 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, and the Company shall
forward such amount 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, so long as there is no reduction in the principal amount per share initially deposited
in the Trust Account; 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 relevant taxing authority for the Company.
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)            [Reserved]


 


(l)            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 to the Public Stockholders 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


 


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


 






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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), 1(k) and
1(l) 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 good faith and with reasonable care, 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 from and against any and all reasonable and documented
out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses 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,
or its representatives’, gross negligence, fraud or willful misconduct. 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; provided, further that the Company may conduct
and manage the defense against any Indemnified Claim if the Trustee does not promptly take reasonable steps to mount such a defense. The
Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company. The Company may participate in
any such action with its own counsel;


 


(c)            Pay
the Trustee the fees set forth on Schedule A hereto, including an initial set-up 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 the Property is distributed to the Company pursuant to Section 1(i) hereof.
The Company shall pay the Trustee the initial set-up fee and the first annual administration fee at the consummation of the Offering.
 The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c),
Schedule A and as may be provided in Section 2(b) hereof;


 


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


 






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(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)            Unless
otherwise agreed between the Company and the Representative, ensure that any Instruction Letter delivered in connection with a Termination
Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the accounts as directed
by the Representative prior to any transfer of the funds held in the Trust Account to the Company or any other person;


 


(g)            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


 


(h)            Within
four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
option 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 $10,500,000, or $12,075,000 if the Underwriters’ over-allotment option is exercised in full.


 


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 third party except for liability arising out of the Trustee’s, or its representatives’, gross negligence, fraud, or
willful misconduct;


 


(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 reasonably incurred 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, in
good faith and in the Trustee’s best judgment, except for the Trustee’s, or its representatives’, gross negligence,
fraud, or willful misconduct. 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 good faith and with reasonable care,
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;


 






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(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), 1(k) or 1(l) hereof.


 


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 and any other reasonable transfer requests that the Company may make,
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


 






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(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 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,
or its representatives’, gross negligence, fraud, or willful misconduct, 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. 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.


 


(d)            Sections 1(i) and
1(j) hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent of
the Stockholders, it being the specific intention of the parties hereto that each of the Company’s stockholders is, and shall be,
a third party beneficiary of this Section 6(d) with the same right and power to enforce this Section 6(d) as
the other parties hereto. For purposes of this Section 6(d), the “Consent of the Stockholders” means receipt
by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that either (i) the Company’s
stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation
Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding
shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class,
have voted in favor of such change, amendment or modification, or (ii) the Company’s stockholders of record as of the record
date who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value
$0.0001 per share, of the Company voting together as a single class, have delivered to such entity a signed writing approving such change,
amendment or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem his
share of Common Stock in connection with a stockholder vote sought to amend the Company’s amended and restated certificate of incorporation.
Except for any liability arising out of the Trustee’s, or its representatives’, gross negligence, fraud, or willful misconduct,
the Trustee may rely conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability
to any party for executing the proposed amendment in reliance thereon.


 






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(e)            The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, County 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.


 


(f)            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
or email transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street


30th Floor


New York, New York 10004


Attn: Celeste Gonzalez and Francis Wolf


Email: fwolf@continentalstock.com


              cmartinez@continentalstock.com


 


if to the Company, to:


 


Acropolis Infrastructure Acquisition Corp.

9 West 57th Street, 43rd Floor


New York, NY 10019


Attn: James Crossen

Email: jcrossen@apollo.com


 






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in each case, with copies to:


 


Paul, Weiss, Rifkind, Wharton &
Garrison LLP


1285 Avenue of the Americas


New York, NY 10019


Attn: Catherine Goodall


Email: cgoodall@paulweiss.com

Fax No.: (212) 492-0919


 


And


 


Credit Suisse Securities (USA) LLC


Eleven Madison Avenue


New York, NY 10010-3629


Attn: Ryan Kelley


Email: ryan.kelley@credit-suisse.com


 


in each case, with copies to:


 


Latham & Watkins LLP


1271 Avenue of the Americas


New York, NY 10020-1401


Attn.: Erika Weinberg


Email: Erika.Weinberg@lw.com


 


(g)            This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(h)            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.


 


(i)            This
Agreement is the joint product of the Trustee 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.


 


(j)            This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery thereof.


 


(k)            Each
of the Company and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is a third party
beneficiary of this Agreement.


 






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(l)            The
Trustee shall perform its duties under this Agreement in compliance with all applicable laws, including those relating to privacy, data
protection and information security, shall keep confidential all information (including personally identifiable information and personal
data) relating to this Agreement and, except as required by applicable law, shall not use such information for any purpose other than
the performance of the Trustee’s obligations under this Agreement.


 


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


 


(n)            Notwithstanding
anything to the contrary in this Agreement, for purposes of all services provided pursuant to this Agreement (the “Services”),
Trustee shall continuously maintain business continuity and disaster recovery plans (including regular updates) that are consistent with
then current industry standards applicable to similarly situated providers of services comparable to the Services. Without limiting the
generality of the foregoing, the business continuity and/or disaster recovery plans will cover the computer software, computer hardware,
telecommunications capabilities and other similar or related items of automated, computerized, software system(s) and network(s) or
system(s) and will be designed, among other things, to permit the ongoing operation and functionality of the Services on a continuous
basis and/or to facilitate the continuation and/or resumption of, the Services. In the event of the disruption in the Services for any
reason including the occurrence of a force majeure event that causes Trustee to be required to allocate limited resources between or among
Trustee’s affected customers, Trustee shall not do so in a manner that is intended to treat the Company less favorably than other
similarly situated affected customers generally. In addition, in the event Trustee has knowledge that there is, or has been, an incident
affecting the integrity or availability of Trustee’s business continuity and disaster recovery system, Trustee shall endeavor to
notify the Company in writing, as promptly as practicable, of the incident.


 


[Signature Page Follows]


 









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


 


	 	Continental Stock Transfer & Trust Company, as Trustee
	 	 
	 	 
		By:	/s/ Francis Wolf
	 	 	Name:	 Francis Wolf
	 	 	Title:	Vice President



 


[Signature Page to
Investment Management Trust Agreement]


 






    


    


    

 


	 	Acropolis Infrastructure Acquisition Corp.
	 	 
	 	 
		By:	/s/ James Crossen
	 	 	Name:	 James Crossen
	 	 	Title:	 Chief Financial Officer and Secretary



 


[Signature Page 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, payable by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j), 1(k) and 1(l)	 	 Billed to Company following disbursement made to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(l)	 	Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(l)	 	 	Prevailing rates	 



 






    Sch. A-1


    


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Termination Letter



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Acropolis Infrastructure Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of July 8, 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with [Target] (the “Target
Business”) to consummate a business combination with Target Business (the “Business Combination”) on or
about [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 the trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held
in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the
Consummation Date (including as directed to it by the Representative) (with respect to the Deferred Discount). It is acknowledged
and agreed that while the funds are on deposit in the trust operating account at J.P. Morgan Chase Bank, N.A., 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 substantially
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)  a certificate of the Chief Executive Officer of the Company, which verifies that the Business Combination
has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by
the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed
to public stockholders who have properly exercised their redemptions rights and payment of amounts of the Deferred Discount to the underwriter
from the Trust Account directly to the account or accounts directed by the Representative (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.


 






    Ex. A-1


    


    

 


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 such written instructions as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	Acropolis Infrastructure Acquisition Corp.
	 	 
	 	 
		By:	
	 	 	Name: Title:



 


Acknowledged:


 


Credit Suisse Securities (USA) LLC


 


	By:		 
	 	Name:	 
	 	Title:	 



 









    Ex. A-2


    


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Termination Letter



 


Dear Mr. Wolf and Ms. Gonzalez::


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Acropolis Infrastructure Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of July 8, 2021 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target
Business 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 and to transfer the total proceeds into the trust operating
account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [insert completion deadline] as
the record 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 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(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	ACROPOLIS INFRASTRUCTURE ACQUISITION CORP.
	 	 
	 	 
		By:	
	 	 	Name:
	 	 	Title:



 


		cc:	Credit Suisse Securities (USA) LLC






 






    Ex. B-1


    


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Tax Payment Withdrawal Instruction



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Acropolis Infrastructure Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of July 8, 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,
	 	 
	 	ACROPOLIS INFRASTRUCTURE ACQUISITION CORP.
	 	 
	 	 
		By:	
	 	 	Name:
	 	 	Title:


 


		cc:	Credit Suisse Securities (USA) LLC






 






    Ex. C-1


    


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Stockholder Redemption Withdrawal Instruction



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(l) of
the Investment Management Trust Agreement between Acropolis Infrastructure Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of July 8, 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 into a segregated account held by you on behalf of
the Beneficiaries for distribution to the Stockholders who have requested redemption of their shares. 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. As such, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter.


 





	 	ACROPOLIS INFRASTRUCTURE ACQUISITION CORP.
	 	 
	 	 
		By:	
	 	 	Name:
	 	 	Title:


 


		cc:	Credit Suisse Securities (USA) LLC



 






    Ex. D-1