REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 10th, 2020 • PTK Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 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”).
10,000,000 Units PTK Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 10th, 2020 • PTK Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May [•], 2020 by and between PTK Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 10th, 2020 • PTK Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March [], 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”).
WARRANT AGREEMENTWarrant Agreement • July 10th, 2020 • PTK Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of ________ __, 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 10th, 2020 • PTK Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of _________, 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 90010Letter Agreement • July 10th, 2020 • PTK Acquisition Corp. • Blank checks
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
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).
