Common use of Sponsor Representations and Warranties Clause in Contracts

Sponsor Representations and Warranties. Sponsor hereby represents and warrants as of the date hereof to the Acquiror and the Company as follows: (a) Sponsor (i) is duly organized, validly existing and in good standing under the laws of the Cayman Islands, (ii) has all requisite power and authority to execute and deliver this Sponsor Agreement and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder, (iii) the execution and delivery of this Sponsor Agreement has been, and the consummation of the transactions contemplated hereby have been, duly authorized by all requisite action by Sponsor, and (iv) this Sponsor Agreement has been duly and validly executed and delivered by Sponsor and, assuming this Sponsor Agreement has been duly authorized, executed and delivered by the other parties hereto, this Sponsor Agreement constitutes, and upon its execution will constitute, a legal, valid and binding obligation of Sponsor enforceable against it in accordance with its terms. (b) As of the date hereof, Sponsor is the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act, which meaning shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially” is used) and record owner of the Acquiror Common Stock set forth opposite its name on Exhibit A hereto, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares of Acquiror Common Stock) affecting any such shares of Acquiror Common Stock, other than Liens pursuant to (i) this Agreement, (ii) the Letter Agreement, (iii) the Acquiror’s Governing Documents, (iv) the Merger Agreement, or (v) any applicable securities Laws. Sponsor’s shares of Acquiror Common Stock are the only equity securities in Acquiror owned of record or beneficially by Sponsor on the date of this Agreement, and none of the Sponsor’s shares of Acquiror Common Stock are subject to any proxy, power of attorney, voting trust or other agreement or arrangement with respect to the voting of such shares of Acquiror Common Stock, except as provided hereunder, under the Letter Agreement or under the Acquiror’s Governing Documents. Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities of Acquiror or any equity securities convertible into, or which can be exchanged for, equity securities of Acquiror. (c) The execution and delivery of this Agreement by the Sponsor does not, and the performance by Sponsor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Sponsor, or (ii) require any consent or approval that has not been given or other action that has not been taken by any third party (including under any Contract binding upon Sponsor or Sponsor’s Acquiror Equity Securities), in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Agreement. (d) There are no lawsuits, actions, suits, judgments, claims, arbitration or any other proceedings pending against Sponsor or, to Sponsor’s knowledge, threatened against Sponsor, before (or, in the case of threatened lawsuits, actions, suits, judgments, claims, arbitration or any other proceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Agreement. (e) Sponsor understands and acknowledges that each of Acquiror and Company is entering into the Merger Agreement in reliance upon Sponsor’s execution and delivery of this Agreement.

Sponsor Representations and Warranties. The Sponsor hereby represents and warrants as of the date hereof to the Acquiror and the Company as follows: (a) a. The Sponsor (i) is a limited liability company duly organizedformed, validly existing and in good standing under the laws Laws of the Cayman Islands, (ii) State of Delaware. b. The Sponsor has all the requisite limited liability company power and authority to execute and deliver this Sponsor Agreement and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder, (iii) the hereby. The execution and delivery of this Sponsor Agreement has been, and the consummation of the transactions contemplated hereby have been, been duly authorized by all requisite necessary limited liability company action by on the part of the Sponsor, and (iv) this Sponsor . This Agreement has been duly and validly executed and delivered by the Sponsor andand constitutes the valid, legal and binding agreements of the Sponsor (assuming this Sponsor Agreement has been been, upon execution hereof, duly authorized, executed and delivered by the other parties Persons party hereto), this Sponsor Agreement constitutes, and upon its execution will constitute, a legal, valid and binding obligation of Sponsor enforceable against it the Sponsor in accordance with its termsterms (except as enforceability is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (b) As of the date hereof, c. The Sponsor is the record and/or beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Securities Act) of, which meaning shall apply for and has good title to, all purposes of this Agreement whenever the term “beneficial” or “beneficially” is used) and record owner of the Subject Acquiror Common Stock set forth opposite its name on Exhibit A hereto, Securities and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares of Subject Acquiror Common StockSecurities (other than transfer restrictions under the Securities Act)) affecting any such shares of Subject Acquiror Common StockSecurities, other than Liens pursuant to (i) this Agreement, (ii) the Letter AgreementAcquiror Organizational Documents, (iii) the Acquiror’s Governing DocumentsMerger Agreement, (iv) that certain Letter Agreement, dated as of November 17, 2021, by and among Acquiror, the Merger AgreementSponsor and the directors and officers of Acquiror, or (v) any applicable securities Lawsthe Registration Rights Agreement, dated as of November 17, 2021, by and among Acquiror, the Sponsor and the Holders (as defined therein) who may be signatories thereto. Sponsor’s shares of The Subject Acquiror Common Stock Securities are the only capital stock or other equity securities interests in Acquiror owned of record or and/or beneficially by the Sponsor on the date of this Agreement, and none of the Sponsor’s shares of such Subject Acquiror Common Stock Securities are subject to any proxy, power of attorney, voting trust or other agreement or arrangement with respect to the voting of such shares of Subject Acquiror Common StockSecurities other than this Agreement. Other than the Acquiror Warrants held by the Sponsor, except as provided hereunder, under the Letter Agreement or under the Acquiror’s Governing Documents. Sponsor does not hold or own any rights rights, options, warrants to acquire (directly or indirectly) any capital stock or other equity securities interests of Acquiror or any capital stock or other equity securities interests, debt or loans convertible into, or which can be exchanged for, capital stock or other equity securities interests of Acquiror. (c) d. The execution and delivery of this Agreement by the Sponsor does not, and the performance by the Sponsor of its obligations hereunder will notnot (i) violate any provision of, or result in the breach of, any Law to which the Sponsor is subject or by which any property or asset of the Sponsor is bound, (iii) conflict with or result in a violation of the organizational documents of the Sponsor, or (iiiii) violate any provision of or result in breach, default or acceleration under any Contract binding upon the Sponsor or, if the Sponsor is an entity, its capital stock or other equity interests or, require any consent or approval that has not been given or other action that has not been taken by any third party Person, except in the case of clause (including under any Contract binding upon Sponsor i) or Sponsor’s Acquiror Equity Securities)(iii) directly above, in each case as would not reasonably be expected to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Sponsor of its obligations under this Agreement. (d) There e. No consent, notice, approval or authorization of, or designation, declaration or filing with, any Governmental Authority is required on the part of the Sponsor with respect to the Sponsor’s execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby, except for filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act. f. As of the date hereof, there are no lawsuits, actions, suits, judgments, claims, arbitration or any other proceedings Actions pending against the Sponsor, or to the knowledge of the Sponsor or, to Sponsor’s knowledge, threatened against the Sponsor, before (or, in the case of threatened lawsuits, actions, suits, judgments, claims, arbitration or any other proceedingsActions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by the Sponsor of its obligations under this Agreement. (e) Sponsor understands and acknowledges that each of Acquiror and Company g. Except as described in Schedule 5.07 to the Merger Agreement, no broker, finder, investment banker or other similar Person is entering into entitled to any brokerage fee, finders’ fee or other similar commission in connection with the transactions contemplated by the Merger Agreement in reliance based upon arrangements made by the Sponsor’s execution and delivery , for which Acquiror or any of this Agreementits Affiliates may become liable.

Sponsor Representations and Warranties. Sponsor hereby represents and warrants to the Company and Acquiror as of the date hereof to the Acquiror and the Company as follows: (a) Sponsor is the record and/or beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Subject Acquiror Equity Securities, free and clear of Liens other than as created by (i) this Sponsor Support Agreement; (ii) applicable securities laws; and (iii) the Acquiror Governing Documents. As of the date hereof, other than the 4,312,500 shares of Acquiror Class B Stock and the 520,000 Acquiror Private Units (the “Owned Securities”), Sponsor does not own beneficially or of record any shares of capital stock of Acquiror (or any securities convertible into shares of capital stock of Acquiror) or any interest therein. (b) Sponsor, except as provided in this Sponsor Support Agreement, (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Subject Acquiror Equity Securities; (ii) has not entered into any voting agreement or voting trust with respect to any of the Subject Acquiror Equity Securities that is inconsistent with Sponsor’s obligations pursuant to this Sponsor Support Agreement; (iii) has not granted a proxy or power of attorney with respect to any of the Subject Acquiror Equity Securities that is inconsistent with Sponsor’s obligations pursuant to this Sponsor Support Agreement; and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, Sponsor’s obligations pursuant to this Sponsor Support Agreement. (c) Sponsor (i) is a legal entity duly organized, validly existing and and, to the extent such concept is applicable, in good standing under the laws of the Cayman Islands, jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute execute, deliver and deliver perform its obligations under this Sponsor Support Agreement and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder, (iii) the execution and delivery of this hereby. This Sponsor Agreement has been, and the consummation of the transactions contemplated hereby have been, duly authorized by all requisite action by Sponsor, and (iv) this Sponsor Support Agreement has been duly and validly executed and delivered by Sponsor and, assuming this Sponsor Agreement has been duly authorized, executed due authorization and delivered execution by the each other parties party hereto, this Sponsor Agreement constitutes, and upon its execution will constitute, constitutes a legal, valid and binding obligation agreement of Sponsor enforceable against it Sponsor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) As of the date hereof, Sponsor is the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act, which meaning shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially” is used) and record owner of the Acquiror Common Stock set forth opposite its name on Exhibit A hereto, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares of Acquiror Common Stock) affecting any such shares of Acquiror Common Stock, other than Liens pursuant to (i) this Agreement, (ii) the Letter Agreement, (iii) the Acquiror’s Governing Documents, (iv) the Merger Agreement, or (v) any applicable securities Laws. Sponsor’s shares of Acquiror Common Stock are the only equity securities in Acquiror owned of record or beneficially by Sponsor on the date of this Agreement, and none of the Sponsor’s shares of Acquiror Common Stock are subject to any proxy, power of attorney, voting trust or other agreement or arrangement with respect to the voting of such shares of Acquiror Common Stock, except as provided hereunder, under the Letter Agreement or under the Acquiror’s Governing Documents. Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities of Acquiror or any equity securities convertible into, or which can be exchanged for, equity securities of Acquiror. (cd) The execution and delivery of this Sponsor Support Agreement by the Sponsor does not, and the performance by Sponsor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Sponsor, or applicable law to which Sponsor or the Subject Acquiror Equity Securities is subject as of the date hereof, or (ii) require any consent or approval that has not been given or other action that has not been taken by any third party Person (including under any Contract binding upon Sponsor or Sponsor’s any Subject Acquiror Equity SecuritiesSecurities in effect as of the date hereof), in each case case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Sponsor Support Agreement. (de) There are As of the date of this Sponsor Support Agreement, (i) there is no lawsuits, actions, suits, judgments, claims, arbitration or any other proceedings Action pending against Sponsor or, to the knowledge of Sponsor’s knowledge, threatened against Sponsor, before Sponsor and (orii) Sponsor is not a party to or subject to the provisions of any Governmental Order, in the case of threatened lawsuits, actions, suits, judgments, claims, arbitration or any other proceedingseach case, that questions the beneficial or record ownership of the Owned Securities or the validity of this Sponsor Support Agreement or would reasonably be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks expected to prevent, enjoin prevent or materially delay delay, impair or adversely affect the performance by Sponsor of its obligations under this Sponsor Support Agreement. (e) Sponsor understands and acknowledges that each of Acquiror and Company is entering into the Merger Agreement in reliance upon Sponsor’s execution and delivery of this Agreement.

Sponsor Representations and Warranties. (a) Sponsor hereby represents and warrants as of the date hereof to the Acquiror and the Company as follows: (ai) Sponsor (i) is duly organized, validly existing purchasing the Sponsor Warrants for its own account and in good standing under for investment purposes and not with the laws of the Cayman Islands, view towards distribution; (ii) has all requisite power Sponsor acknowledges that the Sponsor Warrants, and authority to execute and deliver this the Warrant Shares issued upon exercise of the Sponsor Agreement and to consummate Warrants, will bear a legend in substantially the transactions contemplated hereby and to perform all of its obligations hereunderfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”). ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE TRANSFERRED OTHER THAN PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (iii) Sponsor understands that the execution Sponsor Warrants are being offered and delivery sold to it in reliance on specific exemptions from the registration requirements of this Sponsor Agreement has beenFederal and State securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties and agreement herein in order to determine the applicability of such exemptions and the consummation suitability of Sponsor to acquire the transactions contemplated hereby have been, duly authorized by all requisite action by Sponsor, and Sponsor Warrants; (iv) this Sponsor Agreement acknowledges that, in making the decision to purchase the Sponsor Warrants, Sponsor has been duly relied solely upon independent investigations made by it and validly executed and delivered by Sponsor and, assuming this Sponsor Agreement has been duly authorized, executed and delivered materials provided by the other parties hereto, this Sponsor Agreement constitutes, Company and not upon its execution will constitute, a legal, valid and binding obligation of Sponsor enforceable against it in accordance with its terms. (b) As of any separate representations made by the date hereof, Sponsor is the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act, which meaning shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially” is used) and record owner of the Acquiror Common Stock set forth opposite its name on Exhibit A hereto, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares of Acquiror Common Stock) affecting any such shares of Acquiror Common Stock, other than Liens pursuant to (i) this Agreement, (ii) the Letter Agreement, (iii) the Acquiror’s Governing Documents, (iv) the Merger Agreement, or (v) any applicable securities Laws. Sponsor’s shares of Acquiror Common Stock are the only equity securities in Acquiror owned of record or beneficially by Sponsor on the date of this Agreement, and none of the Sponsor’s shares of Acquiror Common Stock are subject to any proxy, power of attorney, voting trust or other agreement or arrangement Company with respect to the voting of such shares of Acquiror Common Stock, except as provided hereunder, under Company or the Letter Agreement or under the Acquiror’s Governing Documents. Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities of Acquiror or any equity securities convertible into, or which can be exchanged for, equity securities of Acquiror.Warrants; (cv) The execution Sponsor has had a reasonable opportunity to ask questions of and delivery receive answers from the Company concerning the Company and this offering and all such questions, if any, have been answered to the full satisfaction of this Agreement by Sponsor; (vi) Sponsor has such knowledge and expertise in financial and business matters that the undersigned is capable of evaluating the merits and risks involved in an investment in the Sponsor does not, and the performance by Sponsor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Sponsor, or (ii) require any consent or approval that has not been given or other action that has not been taken by any third party (including under any Contract binding upon Sponsor or Sponsor’s Acquiror Equity Securities), in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Agreement. (d) There are no lawsuits, actions, suits, judgments, claims, arbitration or any other proceedings pending against Sponsor or, to Sponsor’s knowledge, threatened against Sponsor, before (or, in the case of threatened lawsuits, actions, suits, judgments, claims, arbitration or any other proceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Agreement. (e) Sponsor understands and acknowledges that each of Acquiror and Company is entering into the Merger Agreement in reliance upon Sponsor’s execution and delivery of this Agreement.Warrants; and

Sponsor Representations and Warranties. Sponsor hereby represents and warrants as of the date hereof to the Acquiror and SPAC, the Company as followsand Merger Sub that: (a) Sponsor (i) is duly organizeda corporation, validly existing and in good standing under the laws of the Cayman Islandslimited liability company, (ii) partnership, trust, proprietorship or other legal entity, it has all requisite necessary corporate, limited liability company, limited partnership or other applicable power and authority to execute and deliver this Sponsor Agreement and to consummate perform Sponsor’s obligations hereunder; (ii) the execution, delivery and performance of this Agreement and the transactions contemplated hereby by this Agreement by Sponsor have been duly and to perform validly authorized by all necessary action on the part of its obligations hereunder, Sponsor; (iii) the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement by Sponsor will not, directly or indirectly (with or without notice or lapse of time), contravene, conflict with or result in a violation of the organizational documents of Sponsor or Sponsor’s Affiliates; and (iv) the execution and delivery of this Sponsor Agreement has beendoes not, and the consummation performance by Sponsor of Sponsor’s obligations hereunder will not, result in the transactions contemplated hereby have been, duly authorized by all requisite action by Sponsor, and creation or imposition of any Lien upon the Subject SPAC Equity Securities. (ivb) this Sponsor Agreement has been duly and validly executed and delivered by Sponsor andthis Agreement, assuming (ii) this Sponsor Agreement has been duly authorized, executed and delivered by the other parties hereto, this Sponsor Agreement constitutes, and upon its execution will constitute, is a legal, valid and binding obligation of Sponsor Sponsor, enforceable against it Sponsor in accordance with its terms. the terms set forth herein (bexcept as such enforceability (x) As may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar applicable Laws affecting or relating to enforcement of the date hereofcreditors’ rights generally and (y) is subject to general principles of equity), (iii) Sponsor is the sole legal and beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Actof, which meaning shall apply for and has good and valid title, to, all purposes of this Agreement whenever the term “beneficial” or “beneficially” is used) and record owner of the Acquiror Common Stock set forth opposite its name on Exhibit A heretoSubject SPAC Equity Securities, and (iv) there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares of Acquiror Common Stock) affecting any such shares of Acquiror Common Stockthe Subject SPAC Equity Securities), other than Liens pursuant to (i) this Agreement, (ii) the Letter Agreement, (iii) the Acquiror’s Governing Documents, (iv) the Merger AgreementSPAC Certificate of Incorporation, or (v) any restrictions on transfer arising under applicable securities Laws. Sponsor’s shares Sponsor has the sole right to vote the Subject SPAC Equity Securities, and, none of Acquiror Common Stock the Subject SPAC Equity Securities are subject to any proxy, voting trust or other similar agreement or arrangement other than pursuant to the SPAC Certificate of Incorporation, or any restrictions on transfer arising under applicable securities Laws. The SPAC Equity Securities are the only equity securities in Acquiror of Sponsor owned of record legally or beneficially by Sponsor on the date of this Agreementhereof, and none of the Sponsor’s shares of Acquiror Common Stock are subject to any proxy, power of attorney, voting trust or other agreement or arrangement with respect to the voting of such shares of Acquiror Common Stock, except as provided hereunder, under the Letter Agreement or under the Acquiror’s Governing Documents. Sponsor does not hold own beneficially or own legally have the right to acquire, or have any other interest in, any other equity securities of SPAC or any of its Subsidiaries, or any rights to acquire (directly or indirectly) any equity securities of Acquiror acquire, or any equity securities that are convertible into, or which can be exchanged for, equity securities any of Acquirorthe foregoing. (c) The execution and delivery of this Agreement by the Sponsor does not, and the performance by Sponsor of its obligations hereunder will not, (i) conflict has full voting power, full power of disposition and full power to issue instructions with or result respect to the matters set forth herein, in a violation of each case, with respect to the organizational documents of SponsorSubject SPAC Equity Securities, or (ii) require any consent or approval that has not been given entered into any voting agreement or other action voting trust with respect to any of the Subject SPAC Equity Securities that is inconsistent with Sponsor’s obligations pursuant to this Agreement, (iii) has not been taken by granted a proxy or power of attorney with respect to any third party (including under any Contract binding upon Sponsor or of the Subject SPAC Equity Securities that is inconsistent with Sponsor’s Acquiror Equity Securities)obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, in each case to the extent such consentor would interfere with, approval or other action would preventprohibit or prevent it from satisfying, enjoin or materially delay the performance by Sponsor of its obligations under pursuant to this Agreement.; (d) There are no lawsuits, actions, suits, judgments, claims, arbitration or any other proceedings Proceedings pending against such Sponsor or, or to Sponsor’s knowledge, the knowledge of Sponsor threatened against Sponsor, before (or, in the case of threatened lawsuits, actions, suits, judgments, claims, arbitration or any other proceedingsProceedings, that would be before) any arbitrator or any Governmental AuthorityEntity, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Agreement. (e) Sponsor understands and acknowledges that each of Acquiror and Company is entering into the Merger Agreement in reliance upon Sponsor’s execution and delivery of this Agreement.

Sponsor Representations and Warranties. The Sponsor hereby represents and warrants warrants, as of the date hereof hereof, solely with respect to itself, to the Acquiror Company and the Company PTK as follows: (a) The Sponsor (i) is a limited liability company duly organizedorganized or formed, as applicable, validly existing and in good standing under the laws Laws of Delaware. (b) The Sponsor has the requisite limited liability company power to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Cayman IslandsBusiness Combination Agreement), (ii) has all requisite power and authority to execute and deliver this Sponsor Agreement and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder, (iii) the hereby. The execution and delivery of this Sponsor Agreement has been, and the consummation of the transactions contemplated hereby have been, been duly authorized by all requisite necessary limited liability company action by on the part of the Sponsor, and (iv) this Sponsor . This Agreement has been duly and validly executed and delivered by the Sponsor andand constitutes a valid, legal and binding agreement of the Sponsor (assuming that this Sponsor Agreement has been is duly authorized, executed and delivered by the other parties hereto), this Sponsor Agreement constitutes, and upon its execution will constitute, a legal, valid and binding obligation of Sponsor enforceable against it the Sponsor in accordance with its terms. terms (b) As of the date hereof, Sponsor is the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act, which meaning shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially” is used) and record owner of the Acquiror Common Stock set forth opposite its name on Exhibit A hereto, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares of Acquiror Common Stock) affecting any such shares of Acquiror Common Stock, other than Liens pursuant to (i) this Agreement, (ii) the Letter Agreement, (iii) the Acquiror’s Governing Documents, (iv) the Merger Agreement, or (v) any applicable securities Laws. Sponsor’s shares of Acquiror Common Stock are the only equity securities in Acquiror owned of record or beneficially by Sponsor on the date of this Agreement, and none of the Sponsor’s shares of Acquiror Common Stock are subject to any proxyapplicable bankruptcy, power of attorneyinsolvency, voting trust reorganization, moratorium or other agreement or arrangement with respect Laws affecting generally the enforcement of creditors’ rights and subject to the voting general principles of such shares of Acquiror Common Stock, except as provided hereunder, under the Letter Agreement or under the Acquiror’s Governing Documents. Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities of Acquiror or any equity securities convertible into, or which can be exchanged for, equity securities of Acquirorequity). (c) The No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Sponsor with respect to the Sponsor’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any filings with the SEC related to its ownership of Equity Securities of PTK or the Company Ordinary Shares following the Closing or the transactions contemplated by the Business Combination Agreement, this Agreement or any other Ancillary Documents to which it is a party. (d) None of the execution and or delivery of this Agreement by the Sponsor does notSponsor, and the performance by the Sponsor of any of its covenants, agreements or obligations hereunder will notunder this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) conflict with or result in any breach of any provision of the Sponsor’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the organizational documents terms, conditions or provisions of Sponsorany Contract to which the Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Sponsor or any of its properties or assets are bound or (iv) other than the restrictions contemplated by this Agreement, the Business Combination Agreement or any other Ancillary Document, result in the creation of any Lien upon the Subject PTK Equity Securities (other than as expressly provided under this Agreement), except, in the case of any of clauses (ii) and (iii) above, as would not reasonably be expected to adversely affect the ability of the Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. (e) The Sponsor is, as of the date hereof, the record and beneficial owner of the Subject PTK Equity Securities as set forth on Exhibit A hereto. The Sponsor has the sole right to vote (and provide consent in respect of, as applicable) the Subject Company PTK Equity set forth on Exhibit A hereto as of the date hereof. Except for this Agreement, the Sponsor is not party to or bound by (i) any option, warrant, purchase right or other Contract that would reasonably be expected (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) to require the Sponsor to Transfer any of the Subject PTK Equity Securities or (ii) require any consent or approval that has not been given voting trust, proxy or other action that has not been taken by Contract with respect to the voting or Transfer of any third party (including under any Contract binding upon Sponsor or Sponsor’s Acquiror of the Subject PTK Equity Securities), in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Agreement. (df) There are is no lawsuits, actions, suits, judgments, claims, arbitration or any other proceedings Proceeding pending against Sponsor or, to the Sponsor’s knowledge, threatened against or involving the Sponsor or any of his, her or its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. (g) The Sponsor, before on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that he, she or it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Company and the transactions contemplated by this Agreement, the Business Combination Agreement and the other applicable Ancillary Documents to which he, she or it is or will be a party as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement or the other Ancillary Documents to which it is or will be a party and the transactions contemplated hereby and thereby. (orh) In entering into this Agreement and the other Ancillary Documents to which it is or will be a party, the Sponsor has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in the case Ancillary Documents to which it is or will be a party and no other representations or warranties of threatened lawsuitsPTK, actions, suits, judgments, claims, arbitration the Company or any other proceedingsPerson, that would either express or implied, and the Sponsor, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to which it is or will be before) any arbitrator a party, none of PTK, the Company or any Governmental Authorityother Person makes or has made any representation or warranty, which either express or implied, to the Sponsor in any manner challenges connection with or seeks related to prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Agreement, the Business Combination Agreement or the other Ancillary Documents or the transactions contemplated hereby or thereby. (e) Sponsor understands and acknowledges that each of Acquiror and Company is entering into the Merger Agreement in reliance upon Sponsor’s execution and delivery of this Agreement.

Sponsor Representations and Warranties. Sponsor hereby represents and warrants as of the date hereof to the Acquiror and the Company as follows: (a) Sponsor (i) is duly organized, validly existing and in good standing under the laws of the Cayman Islands, (ii) has all requisite power and authority to execute and deliver this Amended and Restated Sponsor Agreement and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder, (iii) the execution and delivery of this Amended and Restated Sponsor Agreement has been, and the consummation of the transactions contemplated hereby have been, duly authorized by all requisite action by Sponsor, and (iv) this Amended and Restated Sponsor Agreement has been duly and validly executed and delivered by Sponsor and, assuming this Amended and Restated Sponsor Agreement has been duly authorized, executed and delivered by the other parties hereto, this Amended and Restated Sponsor Agreement constitutes, and upon its execution will constitute, a legal, valid and binding obligation of Sponsor enforceable against it in accordance with its terms. (b) As of the date hereof, Sponsor is the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act, which meaning shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially” is used) and record owner of the Acquiror Common Stock set forth opposite its name on Exhibit A hereto, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares of Acquiror Common Stock) affecting any such shares of Acquiror Common Stock, other than Liens pursuant to (i) this Agreement, (ii) the Letter Agreement, (iii) the Acquiror’s Governing Documents, (iv) the Merger Agreement, or (v) any applicable securities Laws. Sponsor’s shares of Acquiror Common Stock are the only equity securities in Acquiror owned of record or beneficially by Sponsor on the date of this Agreement, and none of the Sponsor’s shares of Acquiror Common Stock are subject to any proxy, power of attorney, voting trust or other agreement or arrangement with respect to the voting of such shares of Acquiror Common Stock, except as provided hereunder, under the Letter Agreement or under the Acquiror’s Governing Documents. Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities of Acquiror or any equity securities convertible into, or which can be exchanged for, equity securities of Acquiror. (c) The execution and delivery of this Agreement by the Sponsor does not, and the performance by Sponsor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Sponsor, or (ii) require any consent or approval that has not been given or other action that has not been taken by any third party (including under any Contract binding upon Sponsor or Sponsor’s Acquiror Equity Securities), in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Agreement. (d) There are no lawsuits, actions, suits, judgments, claims, arbitration or any other proceedings pending against Sponsor or, to Sponsor’s knowledge, threatened against Sponsor, before (or, in the case of threatened lawsuits, actions, suits, judgments, claims, arbitration or any other proceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Agreement. (e) Sponsor understands and acknowledges that each of Acquiror and Company is entering into the Merger Agreement in reliance upon Sponsor’s execution and delivery of this Agreement.

Sponsor Representations and Warranties. (a) Sponsor hereby represents and warrants as of the date hereof to the Acquiror and the Company as follows: (ai) Sponsor (i) is duly organized, validly existing purchasing the Sponsor Warrants for its own account and in good standing under for investment purposes and not with the laws of the Cayman Islands, view towards distribution; (ii) has all requisite power Sponsor acknowledges that the Sponsor Warrants, and authority to execute and deliver this the Warrant Shares issued upon exercise of the Sponsor Agreement and to consummate Warrants, will bear a legend in substantially the transactions contemplated hereby and to perform all of its obligations hereunderfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES ACT"). ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE TRANSFERRED OTHER THAN PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (iii) Sponsor understands that the execution Sponsor Warrants are being offered and delivery sold to it in reliance on specific exemptions from the registration requirements of this Sponsor Agreement has beenFederal and State securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties and agreement herein in order to determine the applicability of such exemptions and the consummation suitability of Sponsor to acquire the transactions contemplated hereby have been, duly authorized by all requisite action by Sponsor, and Sponsor Warrants; (iv) this Sponsor Agreement acknowledges that, in making the decision to purchase the Sponsor Warrants, Sponsor has been duly relied solely upon independent investigations made by it and validly executed and delivered by Sponsor and, assuming this Sponsor Agreement has been duly authorized, executed and delivered materials provided by the other parties heretoCompany and not upon any separate representations made by the Company with respect to the Company or the Sponsor Warrants; (v) Sponsor has had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Company and this offering and all such questions, this if any, have been answered to the full satisfaction of Sponsor; (vi) Sponsor Agreement constitutes, has such knowledge and upon its execution will constitute, a legal, valid expertise in financial and binding obligation business matters that the undersigned is capable of evaluating the merits and risks involved in an investment in the Sponsor Warrants; and (vii) Each of Sponsor enforceable against it in accordance with and its terms. (b) As of the date hereof, Sponsor equity holders is the beneficial owner (an accredited investor as such term is defined in Rule 13d-3 under the Exchange Act, which meaning shall apply for all purposes 501 of this Agreement whenever the term “beneficial” or “beneficially” is used) and record owner of the Acquiror Common Stock set forth opposite its name on Exhibit A hereto, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares of Acquiror Common Stock) affecting any such shares of Acquiror Common Stock, other than Liens pursuant to (i) this Agreement, (ii) the Letter Agreement, (iii) the Acquiror’s Governing Documents, (iv) the Merger Agreement, or (v) any applicable securities Laws. Sponsor’s shares of Acquiror Common Stock are the only equity securities in Acquiror owned of record or beneficially by Sponsor on the date of this Agreement, and none of the Sponsor’s shares of Acquiror Common Stock are subject to any proxy, power of attorney, voting trust or other agreement or arrangement with respect to the voting of such shares of Acquiror Common Stock, except as provided hereunder, under the Letter Agreement or under the Acquiror’s Governing Documents. Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities of Acquiror or any equity securities convertible into, or which can be exchanged for, equity securities of Acquiror. (c) The execution and delivery of this Agreement by the Sponsor does not, and the performance by Sponsor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Sponsor, or (ii) require any consent or approval that has not been given or other action that has not been taken by any third party (including under any Contract binding upon Sponsor or Sponsor’s Acquiror Equity Securities), in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Agreement. (d) There are no lawsuits, actions, suits, judgments, claims, arbitration or any other proceedings pending against Sponsor or, to Sponsor’s knowledge, threatened against Sponsor, before (or, in the case of threatened lawsuits, actions, suits, judgments, claims, arbitration or any other proceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Agreement. (e) Sponsor understands and acknowledges that each of Acquiror and Company is entering into the Merger Agreement in reliance upon Sponsor’s execution and delivery of this Agreement.Regulation D.

Sponsor Representations and Warranties. The Sponsor hereby represents and warrants warrants, as of the date hereof hereof, solely with respect to itself, to the Acquiror Company and the Company SPAC as follows: (a) The Sponsor (i) is a limited liability company duly organizedregistered, validly existing and in good standing under the laws Laws of the Cayman Islands. (b) The Sponsor has the requisite limited liability company power to perform its covenants, agreements and obligations hereunder (ii) has all requisite power including, for the avoidance of doubt, those covenants, agreements and authority obligations hereunder that relate to execute and deliver this Sponsor Agreement the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder, (iii) the hereby. The execution and delivery of this Sponsor Agreement has been, and the consummation of the transactions contemplated hereby have been, been duly authorized by all requisite necessary limited liability company action by on the part of the Sponsor, and (iv) this Sponsor . This Agreement has been duly and validly executed and delivered by the Sponsor andand constitutes a valid, legal and binding agreement of the Sponsor (assuming that this Sponsor Agreement has been is duly authorized, executed and delivered by the other parties hereto), this Sponsor Agreement constitutes, and upon its execution will constitute, a legal, valid and binding obligation of Sponsor enforceable against it the Sponsor in accordance with its terms. terms (b) As of the date hereof, Sponsor is the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act, which meaning shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially” is used) and record owner of the Acquiror Common Stock set forth opposite its name on Exhibit A hereto, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares of Acquiror Common Stock) affecting any such shares of Acquiror Common Stock, other than Liens pursuant to (i) this Agreement, (ii) the Letter Agreement, (iii) the Acquiror’s Governing Documents, (iv) the Merger Agreement, or (v) any applicable securities Laws. Sponsor’s shares of Acquiror Common Stock are the only equity securities in Acquiror owned of record or beneficially by Sponsor on the date of this Agreement, and none of the Sponsor’s shares of Acquiror Common Stock are subject to any proxyapplicable bankruptcy, power of attorneyinsolvency, voting trust reorganization, moratorium or other agreement or arrangement with respect Laws affecting generally the enforcement of creditors’ rights and subject to the voting general principles of such shares of Acquiror Common Stock, except as provided hereunder, under the Letter Agreement or under the Acquiror’s Governing Documents. Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities of Acquiror or any equity securities convertible into, or which can be exchanged for, equity securities of Acquirorequity). (c) The No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Sponsor with respect to the Sponsor’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any filings with the SEC related to its ownership of Equity Securities of SPAC or the Company Ordinary Shares following the Closing or the transactions contemplated by the Business Combination Agreement, this Agreement or any other Ancillary Documents to which it is a party. (d) None of the execution and or delivery of this Agreement by the Sponsor does notSponsor, and the performance by the Sponsor of any of its covenants, agreements or obligations hereunder will notunder this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) conflict with or result in any breach of any provision of the Sponsor’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the organizational documents terms, conditions or provisions of Sponsorany Contract to which the Sponsor is a party, (iii) violate, or (ii) require constitute a breach under, any consent Order or approval that has not been given or other action that has not been taken by any third party (including under any Contract binding upon applicable Law to which the Sponsor or Sponsor’s Acquiror Equity Securities), in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Sponsor any of its obligations properties or assets are bound or (iv) other than the restrictions contemplated by this Agreement, the Business Combination Agreement or any other Ancillary Document, result in the creation of any Lien upon the Subject SPAC Equity Securities (other than as expressly provided under this Agreement. (d) There are no lawsuits), actions, suits, judgments, claims, arbitration or any other proceedings pending against Sponsor or, to Sponsor’s knowledge, threatened against Sponsor, before (orexcept, in the case of threatened lawsuitsany of clauses (ii) and (iii) above, actionsas would not reasonably be expected to adversely affect the ability of the Sponsor to perform, suitsor otherwise comply with, judgmentsany of its covenants, claims, arbitration agreements or any other proceedings, that would be before) any arbitrator or any Governmental Authority, which obligations hereunder in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Agreementmaterial respect. (e) The Sponsor understands is, as of the date hereof, the record and acknowledges beneficial owner of the Subject SPAC Equity Securities as set forth on Exhibit A hereto. The Sponsor has the sole right to vote (and provide consent in respect of, as applicable) the Subject SPAC Equity Securities set forth on Exhibit A hereto as of the date hereof. Except for this Agreement and as set forth on Schedule 9(e) hereto, the Sponsor is not party to or bound by (i) any option, warrant, purchase right or other Contract that each would reasonably be expected (either alone or in connection with one or more events or developments (including the satisfaction or waiver of Acquiror any conditions precedent)) to require the Sponsor to Transfer any of the Subject SPAC Equity Securities or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject SPAC Equity Securities. (f) There is no Proceeding pending or, to the Sponsor’s Knowledge, threatened against or involving the Sponsor or any of his, her or its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. (g) The Sponsor, on its own behalf and on behalf of its Representatives , acknowledges, represents, warrants and agrees that he, she or it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Company and the transactions contemplated by this Agreement, the Business Combination Agreement and the other applicable Ancillary Documents to which he, she or it is or will be a party as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement or the other Ancillary Documents to which it is or will be a party and the transactions contemplated hereby and thereby. (h) In entering into this Agreement and the Merger Agreement other Ancillary Documents to which it is or will be a party, the Sponsor has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in reliance upon the Ancillary Documents to which it is or will be a party and no other representations or warranties of the SPAC, the Company or any other Person, either express or implied, and the Sponsor’s execution , on its own behalf and delivery on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to which it is or will be a party, none of the SPAC, the Company or any other Person makes or has made any representation or warranty, either express or implied, to the Sponsor in connection with or related to this Agreement, the Business Combination Agreement or the other Ancillary Documents or the transactions contemplated hereby or thereby.