REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2020 • PTK Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 13, 2020, is made and entered into by and among PTK Acquisitions Corp., a Delaware corporation (the “Company”), and PTK Holdings LLC, a Delaware limited liability company (the “Sponsor”) (the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 21st, 2020 • PTK Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 13, 2020 by and between PTK Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
10,000,000 Units PTK Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2020 • PTK Acquisition Corp. • Blank checks • New York
The undersigned, PTK Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
PTK Acquisition CorpSubscription Agreement • June 8th, 2020 • PTK Acquisition Corp. • Blank checks • Delaware
We are pleased to accept the offer PTK Holdings LLC (the “Subscriber” or “you”) has made to purchase 2,875,000 shares (“Founder Shares”) of the common stock, $.0001 par value per share (“Common Stock”), of PTK Acquisition Corp., a Delaware corporation (the “Company”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 21st, 2020 • PTK Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 13, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among PTK Acquisitions Corp., a Delaware corporation (the “Company”), and PTK Holdings LLC, a Delaware limited liability company (the “Purchaser”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG PTK ACQUISITION CORP., VALENS MERGER SUB, INC., AND VALENS SEMICONDUCTOR LTD. DATED AS OF MAY 25, 2021Business Combination Agreement • May 25th, 2021 • PTK Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of May 25, 2021, is entered into by and among PTK Acquisition Corp., a Delaware corporation (“SPAC”), Valens Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Valens Semiconductor Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”). SPAC, Merger Sub and the Company shall be referred to herein from time to time individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
WARRANT AGREEMENTWarrant Agreement • July 21st, 2020 • PTK Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of July 13, 2020, by and between PTK Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 21st, 2020 • PTK Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of July 13, 2020 (“Agreement”), by and among PTK ACQUISITION CORP., a Delaware corporation (“Company”) and PTK HOLDINGS LLC (the “Sponsor”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
PTK Acquisitions Corp. Suite 240 Los Angeles, California 90010Underwriting Agreement • July 21st, 2020 • PTK Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among PTK Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets LLC,. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant to purchase one half (1/2) of a share of Common Stock (each, a “Warrant”). Each warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per whole share, subject to adjustment as described in the Prospectus
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • June 12th, 2020 • PTK Acquisition Corp. • Blank checks • New York
This FIRST AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is entered into as of April 22, 2020, by and between PTK Acquisition Corp, a Delaware corporation (the “Maker”) and PTK Holdings, LLC, a Delaware limited liability company (the “Payee”). All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Note (as defined below).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • May 25th, 2021 • PTK Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of May 25, 2021, is made by and among PTK Holdings LLC, a Delaware limited liability company (the “Sponsor”), PTK Acquisition Corp., a Delaware corporation (“PTK”), and Valens Semiconductor Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”). The Sponsor, PTK and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 25th, 2021 • PTK Acquisition Corp. • Blank checks • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of May 25, 2021, by and among Valens Semiconductor Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”), and the Holders (as defined below) who have executed a signature page or Joinder Agreement (as defined below) to this Agreement (including the Prior Agreement). Capitalized terms used and not otherwise defined herein will have the meaning give such terms in the Business Combination Agreement (as defined below).
COMPANY SHAREHOLDER SUPPORT AGREEMENTCompany Shareholder Support Agreement • May 25th, 2021 • PTK Acquisition Corp. • Blank checks • Delaware
THIS COMPANY SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of May 25th, 2021, is entered into by and among PTK Acquisition Corp., a Delaware corporation (“SPAC”), Valens Semiconductor Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”), and the party listed on the signature pages hereto as a “Shareholder” (the “Shareholder”).
THIRD AMENDMENT TO PROMISSORY NOTEPromissory Note • July 10th, 2020 • PTK Acquisition Corp. • Blank checks • New York
This THIRD AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is entered into as of July 9, 2020, by and between PTK Acquisition Corp, a Delaware corporation (the “Maker”) and PTK Holdings, LLC, a Delaware limited liability company (the “Payee”). All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Note (as defined below).
