FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED AGREEMENTWarrant Agreement • June 17th, 2021 • Valens Semiconductor Ltd. • New York
This Assignment, Assumption and Amended & Restated Warrant Agreement (“Warrant Agreement”) is made as of [●], 2021 (the “Effective Date”) by and between Valens Semiconductor Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”), PTK Acquisition Corp., a Delaware corporation (“PTK”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 24th, 2021 • Valens Semiconductor Ltd. • Semiconductors & related devices
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of , 2021, is entered into by and between Valens Semiconductor Ltd., an Israeli company whose address is HaNagar 8 St., Hod Hasharon, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page hereto officer (the “Indemnitee”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • June 17th, 2021 • Valens Semiconductor Ltd. • New York
The Subscriber is a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) if it is an entity that meets any one of the following categories at the time of the sale of securities to the Subscriber (Please check the applicable subparagraphs):
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 • March 2nd, 2022 • Valens Semiconductor Ltd. • Semiconductors & related devices • 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.
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • June 17th, 2021 • Valens Semiconductor Ltd.
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 • June 17th, 2021 • Valens Semiconductor Ltd. • 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 • June 17th, 2021 • Valens Semiconductor Ltd. • 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”).
