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).
WHEREAS, the Company is engaged in a public offering (the Public Offering) of 10,000,000 units (the Units) of the Company (and up to 1,500,000 additional Units if the underwriters over-allotment option is exercised in full), each Unit consisting of one share of common stock, par value $0.0001 per share (the Common Stock) and one warrant (the Public Warrant or Public Warrants), each Public Warrant entitling its holder to purchase one half (1/2) of a share of Common Stock (the Public Warrant Shares) at an exercise price of $11.50 per whole share;
WHEREAS, the Company has received a binding commitment from PTK Holdings LLC (the Sponsor) pursuant the Private Placement Warrant Agreement, dated as of ______ __, 2020 (Subscription Agreement) to purchase 6,800,000 warrants (the Private Warrants, and together with the Public Warrants, the Warrants), each Private Warrant entitling its holder to purchase one half (1/2) of one share of Common Stock (Private Warrant Shares, and together with the Public Warrant Shares, the Warrant Shares) at an exercise price of $11.50 per whole share, dated of common stock;
WHEREAS, the Company has filed with the Securities and Exchange Commission (the SEC) a Registration Statement on Form S-1, No. 333- (Registration Statement), for the registration, under the Securities Act of 1933, as amended (the Act) of, among other securities, the Public Warrants; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
WHEREAS, the Company desires to provide for the form, terms and provisions of the Warrants, including the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights and immunities of the Company, the Warrant Agent and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the legally valid and binding obligations of the Company, and to authorize the execution and delivery of this Warrant Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Warrant Agreement.
2.1 Form of Warrant. Each Public Warrant shall be: (a) issued in registered form only, (b) in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and (c) signed by, or bear the facsimile signature of, the Chairman of the Board, the Chief Executive Officer or the Chief Financial Officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.
2.2 Effect of Countersignature. Unless and until countersigned by the Warrant Agent pursuant to this Warrant Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.