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|SEE REVERSE FOR CERTAIN |
| ||PTK ACQUISITION CORP.|
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND
ONE WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE HALF (1/2) OF ONE SHARE OF COMMON STOCK
THIS CERTIFIES THAT ______________________________________________________________________________________________
is the owner of __________________________________________________________________________________ Units.
Each Unit (Unit) consists of one share of common stock, par value $0.0001 per share, of PTK Acquisition Corp., a Delaware corporation (the Company), and one warrant. Each warrant entitles the holder to purchase one half (1/2) of one share of common stock of the Company at $11.50 per full share (subject to adjustment), upon the later to occur of (i) the Companys completion of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, with one or more target businesses (a Business Combination) or (ii) 12 months from the closing of the Companys initial public offering (the IPO). Each warrant expires 5 years after the completion of our initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The common stock and warrant(s) comprising the Unit(s) represented by this certificate are not transferable separately until the 90th day after the date of the prospectus relating to the IPO, unless Chardan Capital Markets, LLC informs the Company of its decision to allow earlier separate trading, provided that the Company has filed with the Securities and Exchanges Commission a Current Report on Form 8-K, which includes an audited balance sheet reflecting the Companys receipt of the gross proceeds of the IPO.
The terms of the warrants are governed by a warrant agreement (the Warrant Agreement), dated as of , 2020, between the Company and Continental Stock Transfer & Trust Company, as the warrant agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the warrant agent at 1 State Street, 20th Floor, New York, New York 10004, and are available to any warrant holder on written request and without cost.
This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.
Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.
This Unit Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.