Attached files

file filename
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - Pontem Corpea132576-s1a1_pontemcor.htm
EX-23.1 - CONSENT OF MARCUM LLP. - Pontem Corpea132576ex23-1_pontem.htm
EX-10.9 - FORM OF FORWARD PURCHASE AGREEMENT - Pontem Corpea132576ex10-9_pontem.htm
EX-10.7 - AMENDED AND RESTATED SECURITIES SUBSCRIPTION AGREEMENT, DATED AS OF DECEMBER 27, - Pontem Corpea132576ex10-7_pontem.htm
EX-10.6 - PROMISSORY NOTE, DATED AS OF OCTOBER 16, 2020, ISSUED TO PONTEM LLC - Pontem Corpea132576ex10-6_pontem.htm
EX-10.5 - FORM OF INDEMNITY AGREEMENT - Pontem Corpea132576ex10-5_pontem.htm
EX-10.4 - FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND - Pontem Corpea132576ex10-4_pontem.htm
EX-10.3 - FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT AMONG THE REGISTRANT, PONT - Pontem Corpea132576ex10-3_pontem.htm
EX-10.2 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Pontem Corpea132576ex10-2_pontem.htm
EX-10.1 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, HSM-INVEST, PONTEM LLC AND EACH O - Pontem Corpea132576ex10-1_pontem.htm
EX-5.2 - OPINION OF MAPLES AND CALDER, CAYMAN ISLANDS COUNSEL TO THE REGISTRANT - Pontem Corpea132576ex5-2_pontem.htm
EX-5.1 - OPINION OF KIRKLAND & ELLIS LLP - Pontem Corpea132576ex5-1_pontem.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - Pontem Corpea132576ex4-4_pontem.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - Pontem Corpea132576ex4-3_pontem.htm
EX-4.2 - SPECIMEN ORDINARY SHARE CERTIFICATE - Pontem Corpea132576ex4-2_pontem.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Pontem Corpea132576ex4-1_pontem.htm
EX-3.2 - FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION - Pontem Corpea132576ex3-2_pontem.htm
EX-3.1 - MEMORANDUM AND ARTICLES OF ASSOCIATION - Pontem Corpea132576ex3-1_pontem.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Pontem Corpea132576ex1-1_pontem.htm

Exhibit 10.8

 

PONTEM CORPORATION

 

1140 Avenue of the Americas, 9th Floor

New York, NY 10036

 

January [●], 2021

 

Pontem LLC

1140 Avenue of the Americas, 9th Floor

New York, NY 10036

 

Ladies and Gentlemen:

 

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 Termination Date. The Sponsor hereby agrees that it does not have any right, title, interest or claim of any kind (a “Claim”) in or to any monies that may be set aside in a trust account (the “Trust Account”) that may be established upon the consummation of the IPO and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

 

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

 

The parties may not assign this letter agreement and any of their rights, interests, or obligations hereunder without the consent of the other party.

 

This letter agreement shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles that will apply the laws of another jurisdiction.

 

This letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this letter agreement.

 

[Signature Page Follows]

 

 

 

 

  Very truly yours,
     
  PONTEM CORPORATION
     
  By:                     
  Name:  Nina Murphy
  Title: Chief Financial Officer

 

AGREED AND ACCEPTED BY:  
     
PONTEM LLC  
     
By:    
Name:  Nina Murphy  
Title: Chief Financial Officer