0001213900-21-001286 Sample Contracts

50,000,000 Units Pontem Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • January 11th, 2021 • Pontem Corp • Blank checks • New York
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REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • January 11th, 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 AGREEMENT
Warrant Agreement • January 11th, 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 AGREEMENT
Investment Management Trust Agreement • January 11th, 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 10036
Letter Agreement • January 11th, 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 57,500,000 of the Company’s units (including up to 7,500,000 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

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • January 11th, 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 January 8, 2020
Securities Subscription Agreement • January 11th, 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 AGREEMENT
Private Placement Warrants Purchase Agreement • January 11th, 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.”

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