Attached files

file filename
S-1 - REGISTRATION STATEMENT - Prospector Capital Corp.fs12020_prospectorcapital.htm
EX-99.5 - CONSENT OF RON LUMBRA - Prospector Capital Corp.fs12020ex99-5_prospector.htm
EX-99.4 - CONSENT OF JONATHAN A. LEVY - Prospector Capital Corp.fs12020ex99-4_prospector.htm
EX-99.3 - CONSENT OF STEVE ALTMAN - Prospector Capital Corp.fs12020ex99-3_prospector.htm
EX-99.2 - COMPENSATION COMMITTEE CHARTER - Prospector Capital Corp.fs12020ex99-2_prospector.htm
EX-99.1 - AUDIT COMMITTEE CHARTER - Prospector Capital Corp.fs12020ex99-1_prospector.htm
EX-23.1 - CONSENT OF WITHUMSMITH+BROWN, PC - Prospector Capital Corp.fs12020ex23-1_prospector.htm
EX-14.1 - FORM OF CODE OF ETHICS - Prospector Capital Corp.fs12020ex14-1_prospector.htm
EX-10.7 - AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT AND RETURN AGREEMENT BETWEEN PROS - Prospector Capital Corp.fs12020ex10-7_prospector.htm
EX-10.6 - SECURITIES PURCHASE AGREEMENT BETWEEN PROSPECTOR SPONSOR LLC AND THE REGISTRANT - Prospector Capital Corp.fs12020ex10-6_prospector.htm
EX-10.5 - PROMISSORY NOTE ISSUED TO PROSPECTOR SPONSOR LLC - Prospector Capital Corp.fs12020ex10-5_prospector.htm
EX-10.4 - FORM OF INDEMNITY AGREEMENT - Prospector Capital Corp.fs12020ex10-4_prospector.htm
EX-10.3 - FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, PROSPECTOR SPONSOR L - Prospector Capital Corp.fs12020ex10-3_prospector.htm
EX-10.2 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Prospector Capital Corp.fs12020ex10-2_prospector.htm
EX-10.1 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, PROSPECTOR SPONSOR LLC AND EACH O - Prospector Capital Corp.fs12020ex10-1_prospector.htm
EX-5.2 - OPINION OF MAPLES AND CALDER, CAYMAN ISLANDS COUNSEL TO THE REGISTRANT - Prospector Capital Corp.fs12020ex5-2_prospector.htm
EX-5.1 - OPINION OF WHITE & CASE LLP - Prospector Capital Corp.fs12020ex5-1_prospector.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - Prospector Capital Corp.fs12020ex4-4_prospector.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - Prospector Capital Corp.fs12020ex4-3_prospector.htm
EX-4.2 - SPECIMEN ORDINARY SHARE CERTIFICATE - Prospector Capital Corp.fs12020ex4-2_prospector.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Prospector Capital Corp.fs12020ex4-1_prospector.htm
EX-3.2 - AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION - Prospector Capital Corp.fs12020ex3-2_prospector.htm
EX-3.1 - MEMORANDUM AND ARTICLES OF ASSOCIATION - Prospector Capital Corp.fs12020ex3-1_prospector.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Prospector Capital Corp.fs12020ex1-1_prospector.htm

Exhibit 10.8

 

PROSPECTOR CAPITAL CORP.

1250 Prospect Street, Suite 200

La Jolla, CA 92037

 

[   ], 2021

 

Prospector Sponsor LLC

1250 Prospect Street, Suite 200

La Jolla, CA 92037

 

Re: Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement (this “Agreement”) by and between Prospector Capital Corp. (the “Company”) and Prospector Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

 

1. The Sponsor shall make available, or cause to be made available, to the Company, at 1250 Prospect Street, Suite 200, La Jolla, CA 92037 (or any successor location), office space and secretarial and administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay the Sponsor $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and

 

2. The Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this Agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this Agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.

 

This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

 

This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.

 

No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.

 

This Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state, without regards to the conflicts of laws principles thereof.

 

[Signature Page Follows]

 

 

 

 

  Very truly yours,
   
  PROSPECTOR CAPITAL CORP.
     
  By:                              
    Name: Nick Stone
    Title:  Chief Financial Officer

 

 

AGREED AND ACCEPTED BY:  
   
PROSPECTOR SPONSOR LLC  
   
By:               
  Name: Nick Stone  
  Title:   Managing Member  

 

 [Signature Page to Administrative Services Agreement]