37,500,000 Units Pontem Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • January 6th, 2021 • Pontem Corp • Blank checks • New York
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 6th, 2021 • Pontem Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January [●], 2021 is made and entered into by and among Pontem Corporation, a Cayman Islands exempted company (the “Company”), Pontem LLC, a Delaware limited liability company (the “Sponsor”), HSM-Invest, a Switzerland simple or general non-commercial partnership to be established and controlled by Hubertus Muehlhaeuser (“HSM-Invest”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, HSM-Invest and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • January 6th, 2021 • Pontem Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated January [●], 2021, is by and between Pontem Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 6th, 2021 • Pontem Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January [●], 2021 by and between Pontem Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Pontem Corporation 1140 Avenue of the Americas, 9th Floor New York, NY 10036Letter Agreement • January 6th, 2021 • Pontem 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 Pontem Corporation, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC and Guggenheim Securities, LLC, as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 43,125,000 of the Company’s units (including up to 5,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as
INDEMNITY AGREEMENTIndemnity Agreement • January 6th, 2021 • Pontem Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January [●], 2021, by and between Pontem Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • January 6th, 2021 • Pontem Corp • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of January [●], 2021, by and between Pontem Corporation, a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
Pontem Corporation 1140 Avenue of the Americas, 9th Floor New York, New York, 10036 December 27, 2020Securities Subscription Agreement • January 6th, 2021 • Pontem Corp • Blank checks • New York
This Amended and Restated Securities Subscription Agreement (this “Agreement”), dated as of the date hereof, is made and entered into by and between Pontem LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Pontem Corporation, an exempted company incorporated in the Cayman Islands (the “Company”), and amends and restates in its entirety that certain Securities Subscription Agreement, dated October 16, 2020, by and between the Company and the Subscriber.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 6th, 2021 • Pontem Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Pontem Corporation, a Cayman Islands exempted company (the “Company”), HSM-Invest, a Switzerland simple or general non-commercial partnership to be established and controlled by Hubertus Muehlhaeuser (“HSM-Invest”), and Pontem LLC, a Delaware limited liability company (the “Sponsor”). The Sponsor and HSM-Invest are sometimes referred to herein individually as a “Purchaser” and, collectively, as the “Purchasers.”
PONTEM CORPORATIONPontem Corp • January 6th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Pontem Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Pontem LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space and secretarial and administrative services as may be required by the Company from time to time, situated at 1140 Avenue of the Americas, 9th Floor, New York, NY 10036 (or any successor location). In exchange therefor, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the
