Common use of Domestication Clause in Contracts

Domestication. On the Closing Date, prior to the Effective Time, Pathfinder shall cause the Domestication to occur in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Cayman Act”), including by filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Pathfinder and the Company, together with the Pathfinder Post-Closing Certificate of Incorporation. In connection with (and as part of) the Domestication and, in the case of clauses (i), (iii) and (iv), in accordance with Pathfinder’s Governing Documents, Pathfinder shall cause (i) each Pathfinder Pre-Closing Share that is issued and outstanding immediately prior to the Domestication to be converted into one Pathfinder Share, (ii) each Pathfinder Warrant that is outstanding immediately prior to the Domestication to be automatically converted into, from and after the Domestication, the right to purchase one Pathfinder Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (each, a “Pathfinder Post-Closing Warrant”), (iii) the Governing Documents of Pathfinder to become the certificate of incorporation substantially in the form attached hereto as Exhibit E (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Certificate of Incorporation”), and the bylaws substantially in the form attached hereto as Exhibit F (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Bylaws”), and (iv) Pathfinder’s name shall be changed to “ServiceMax, Inc.”, provided that if such name is not available in Delaware or Pathfinder is otherwise unable to change its name to “ServiceMax, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Pathfinder and the Company prior to the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the Company); provided, however, that, in connection with clause (i) and (ii), each issued and outstanding unit of Pathfinder that has not been previously separated into the underlying Pathfinder Class A Shares and underlying Pathfinder Warrants prior to the Domestication shall, for the avoidance of doubt, from and after the Domestication, be cancelled and will entitle the holder thereof to one Pathfinder Share and one-fifth of one Pathfinder Post-Closing Warrant. The Pathfinder Post-Closing Certificate of Incorporation and the Pathfinder Post-Closing Bylaws shall be the Governing Documents of Pathfinder from and after the effectiveness of the Domestication until such time that any such Governing Documents are amended, restated, supplemented or otherwise modified in accordance with the underlying terms thereof and applicable Law.

Domestication. On the Closing Date, Date prior to the Effective Time, Pathfinder Purchaser shall cause the Domestication to occur in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) DGCL and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Cayman Act”), including by filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Pathfinder and the Company, together with the Pathfinder Post-Closing Certificate of Incorporation. In connection with (and as part of) the Domestication andDomestication, in the case of clauses (i), (iii) and (iv), in accordance with Pathfinder’s Governing Documents, Pathfinder shall cause (i) each Pathfinder Pre-Closing Purchaser Class A Ordinary Share that is issued and outstanding immediately prior to the Domestication ((x) including, for the avoidance of doubt, any Purchaser Class A Ordinary Share issued pursuant to be converted into Section 2.1(c) and (y) excluding, for the avoidance of doubt, any Purchaser Class A Ordinary Share that is redeemed pursuant to Section 2.1(a)) shall become one Pathfinder Purchaser Class A Common Share, (ii) each Pathfinder Purchaser Warrant that is outstanding immediately prior to the Domestication to be automatically converted intoshall, from and after the Domestication, represent the right to purchase one Pathfinder Purchaser Class A Common Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (each, a “Pathfinder Post-Closing Warrant”)Agreement, (iii) the Governing Documents of Pathfinder to become Purchaser shall be amended and restated such that the certificate of incorporation substantially of Purchaser shall be in a form reasonably acceptable to Purchaser and the Company such that the certificate of incorporation of Purchaser complies with any requirements contained in the form attached hereto as Exhibit E Company’s current Governing Document (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Purchaser Certificate of Incorporation”), and the bylaws substantially of Purchaser shall be in the a form attached hereto as Exhibit F (from reasonably acceptable to Purchaser and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, (the “Pathfinder Post-Closing Purchaser Bylaws”), and (iv) PathfinderPurchaser’s name shall be changed to “ServiceMaxBtab Ecommerce Holdings, Inc.”, provided that if such name is not available in Delaware or Pathfinder is otherwise unable to change its name to “ServiceMax, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Pathfinder and the Company prior to the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the Company); provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the Purchaser Certificate of Incorporation and the Purchaser Bylaws shall be appropriately revised so as not to implement any amendments to the Governing Documents of Purchaser contemplated by the Purchaser Certificate of Incorporation and the Purchaser Bylaws that are not adopted and approved by the Pre-Closing Purchaser Holders at the Purchaser Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of Purchaser that are contemplated by the Charter Proposal and the Required Governing Document Proposals) and the Required Governing Document Proposals) and (B) in connection with clause clauses (i) and (ii), each issued and outstanding unit of Pathfinder Purchaser that has not been previously separated into the underlying Pathfinder Purchaser Class A Ordinary Shares and underlying Pathfinder Purchaser Warrants prior to the Domestication shall, for the avoidance of doubt, from and after the Domestication, be cancelled and will entitle the holder thereof to (x) one Pathfinder Share share of Purchaser Class A Common Stock, and (y) one-fifth half of one Pathfinder Post-Closing Warrant. The Pathfinder Post-Closing Certificate warrant representing the right to purchase one share of Incorporation Purchaser Class A Common Stock at an exercise price of $11.50 per share on the terms and subject to the Pathfinder Post-Closing Bylaws shall be conditions set forth in the Governing Documents of Pathfinder from and after the effectiveness of the Domestication until such time that any such Governing Documents are amended, restated, supplemented or otherwise modified in accordance with the underlying terms thereof and applicable LawWarrant Agreement.

Domestication. On Subject to receipt of the Closing DateAcquiror Shareholder Approval, prior to the Effective TimeTime and no later than the day prior to the Closing Date, Pathfinder Acquiror shall cause the Domestication to occur in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Cayman Act”)become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Pathfinder Acquiror and the Company, together with the Pathfinder Post-Closing Certificate of Incorporation. In connection Incorporation of Acquiror in the form attached as Exhibit A to this Agreement and Bylaws of Acquiror in the form attached as Exhibit B to this Agreement (with (such changes as may be agreed in writing by Acquiror and as part of) the Domestication andCompany), in the case of clauses (i), (iii) and (iv)each case, in accordance with Pathfinder’s Governing Documentsthe provisions thereof and applicable Law and (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication. In accordance with applicable Law, Pathfinder the Domestication shall cause provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each Pathfinder Pre-Closing Share that is then issued and outstanding immediately prior to the Domestication to be converted share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into one Pathfinder Share, a share of Delaware Acquiror Common Stock; (ii) each Pathfinder Warrant that is then issued and outstanding immediately prior to share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Delaware Acquiror Common Stock (the Domestication to be automatically converted into“Sponsor Share Conversion”), from and after the Domestication, the right to purchase one Pathfinder Share at an exercise price of $11.50 per share on the terms and subject to the conditions vesting provisions set forth in the Warrant Sponsor Agreement (each, a “Pathfinder Post-Closing Warrant”), with respect to shares owned by Sponsor; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Delaware Acquiror Warrant, pursuant to the Governing Documents of Pathfinder to become the certificate of incorporation substantially in the form attached hereto as Exhibit E (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Certificate of Incorporation”), and the bylaws substantially in the form attached hereto as Exhibit F (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Bylaws”), Warrant Agreement; and (iv) Pathfinder’s name shall be changed to “ServiceMax, Inc.”, provided that if such name is not available in Delaware or Pathfinder is otherwise unable to change its name to “ServiceMax, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Pathfinder and the Company prior to the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the Company); provided, however, that, in connection with clause (i) and (ii), each then issued and outstanding unit Cayman Acquiror Unit shall separate automatically into a share of Pathfinder that has not been previously separated into the underlying Pathfinder Class A Shares and underlying Pathfinder Warrants prior to the Domestication shallDelaware Acquiror Common Stock, for the avoidance of doubton a one-for-one basis, from and after the Domestication, be cancelled and will entitle the holder thereof to one Pathfinder Share and one-fifth of one Pathfinder Post-Closing Delaware Acquiror Warrant. The Pathfinder Post-Closing Certificate of Incorporation and the Pathfinder Post-Closing Bylaws shall be the Governing Documents of Pathfinder from and after the effectiveness of the Domestication until such time that any such Governing Documents are amended, restated, supplemented or otherwise modified in accordance with the underlying terms thereof and applicable Law.

Domestication. On Prior to the Closing DateDate and following Acquiror shareholders’ exercise of their Redemption Rights, prior to the Effective Time, Pathfinder Acquiror shall cause the Domestication to occur in accordance with Section 388 of the General Corporation Law DGCL and Section 206 of the State of Delaware (the “DGCL”) and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Cayman Act”), including by filing with the Delaware Secretary of State a Certificate of Domestication in substantially the form attached as Exhibit F hereto (the “Certificate of Domestication”) and the Acquiror Certificate of Incorporation, completing and making all filings required to be made with respect the Cayman Registrar to effect the Domestication, obtaining a certificate of de-registration from the Cayman Registrar and taking any other actions necessary in form and substance reasonably acceptable to Pathfinder and the Company, together with the Pathfinder Post-Closing Certificate of Incorporationconnection therewith. In connection with (and as part of) the Domestication andDomestication, in the case of clauses (i), (iii) and (iv), in accordance with Pathfinder’s Governing Documents, Pathfinder Acquiror shall cause (i) each Pathfinder Pre-Closing Acquiror Class A Ordinary Share and Acquiror Class B Ordinary Share that is issued and outstanding immediately prior to the Domestication to be converted into one Pathfinder Shareshare of Acquiror Common Stock, (ii) each Pathfinder Acquiror Warrant that is issued and outstanding immediately prior to the Domestication to be automatically converted into, from and after the Domestication, the right to purchase into one Pathfinder Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (each, a “Pathfinder Post-Closing Domesticated Acquiror Warrant”), (iii) each Acquiror Unit to be converted into one Domesticated Acquiror Unit, with each Domesticated Acquiror Unit representing one share of Acquiror Common Stock and one-half of one Domesticated Acquiror Warrant, (iv) the Governing Acquiror Organizational Documents of Pathfinder to become the certificate of incorporation substantially in the form attached hereto as Exhibit E (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Acquiror Certificate of Incorporation”), Incorporation and the bylaws substantially in the form attached hereto as Exhibit F (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Bylaws”), Acquiror Bylaws and (ivv) PathfinderAcquiror’s name shall to be changed to “ServiceMaxAvertix Medical, Inc.”, provided that if such name is not available in the State of Delaware or Pathfinder Acquiror is otherwise unable to change its name to “ServiceMaxAvertix Medical, Inc.” in the State of Delaware, it Acquiror shall cause its name to be changed to such other name mutually agreed to by Pathfinder Acquiror and the Company. Acquiror shall effect the Domestication in compliance with all applicable Law and in a manner so as to properly effectuate the purposes of this Agreement. Acquiror and its Representatives shall give the Company prior the opportunity to the Closing Date (such agreement not to be unreasonably withheldreview any applicable documents, conditioned certificates or delayed by either Pathfinder or the Company); provided, however, that, filings in connection with clause (i) and (ii), each issued and outstanding unit of Pathfinder that has not been previously separated into the underlying Pathfinder Class A Shares and underlying Pathfinder Warrants prior to the Domestication shall, for the avoidance of doubt, from and after the Domestication, be cancelled and will entitle the holder thereof to one Pathfinder Share and one-fifth of one Pathfinder Post-Closing Warrant. The Pathfinder Post-Closing Certificate of Incorporation and the Pathfinder Post-Closing Bylaws shall be the Governing Documents of Pathfinder from and after the effectiveness of the Domestication until such time that consider, in good faith, any such Governing Documents are amended, restated, supplemented or otherwise modified in accordance with the underlying terms thereof and applicable Lawcomments thereto.

Domestication. On the Closing Date, prior Prior to the Effective TimeClosing, Pathfinder CHFW shall cause the Domestication to occur in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) DGCL and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Cayman Act”), including by filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Pathfinder and the Company, together with the Pathfinder Post-Closing Certificate of Incorporation. In connection with (and as part of) the Domestication andDomestication, in the case of clauses (i), (iii) and (iv), in accordance with Pathfinder’s Governing Documents, Pathfinder shall cause (i) each Pathfinder Pre-Closing CHFW Class A Share and each CHFW Class B Share that is issued and outstanding immediately prior to the Domestication to be converted into shall become one Pathfinder Shareshare of CHFW Common Stock, (ii) each Pathfinder IPO Warrant that is outstanding immediately prior to the Domestication to be automatically converted intoshall, from and after the Domestication, represent the right to purchase one Pathfinder Share share of CHFW Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the IPO Warrant Agreement (each, a “Pathfinder Post-Closing Warrant”)Agreement, (iii) the Governing Documents of Pathfinder to CHFW shall be replaced by and become the certificate of incorporation incorporation, substantially in the form attached hereto as Exhibit E (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing CHFW Certificate of Incorporation”), and the bylaws bylaws, substantially in the form attached hereto as Exhibit F (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing CHFW Bylaws”), ) and (iv) PathfinderCHFW’s name shall be changed to “ServiceMaxSurrozen, Inc.”, provided that if such name is not available in Delaware or Pathfinder is otherwise unable to change its name to “ServiceMax, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Pathfinder and the Company prior to the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the Company); provided, however, that, in connection with the case of clause (i) and (iiiii), each issued of the Parties hereby acknowledges and outstanding unit agrees that each of Pathfinder that has not been previously separated into the underlying Pathfinder Class A Shares CHFW Certificate of Incorporation and underlying Pathfinder Warrants prior the CHFW Bylaws shall be appropriately adjusted to give effect to any amendments to the Domestication shallGoverning Documents of CHFW contemplated by the CHFW Certificate of Incorporation and the CHFW Bylaws that are not adopted and approved by the Pre-Closing CHFW Holders at the CHFW Shareholders Meeting (other than, for the avoidance of doubt, from and after the Domestication, be cancelled and will entitle the holder thereof amendments to one Pathfinder Share and one-fifth of one Pathfinder Post-Closing Warrant. The Pathfinder Post-Closing Certificate of Incorporation and the Pathfinder Post-Closing Bylaws shall be the Governing Documents of Pathfinder from and after CHFW that are contemplated by the effectiveness of the Domestication until such time that any such Required Governing Documents are amended, restated, supplemented or otherwise modified in accordance with the underlying terms thereof and applicable LawDocument Proposals).

Domestication. On the Closing Date, Date prior to the Effective Time, Pathfinder Dragoneer shall cause the Domestication to occur in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) DGCL and Part XII of the Cayman Islands Companies Act (2021 2020 Revision) (the “Cayman Act”), including by filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Pathfinder and the Company, together with the Pathfinder Post-Closing Certificate of Incorporation. In connection with (and as part of) the Domestication andDomestication, in the case of clauses (i), (iii) and (iv), in accordance with Pathfinder’s Governing Documents, Pathfinder shall cause (i) each Pathfinder Pre-Closing Dragoneer Class A Share and each Dragoneer Class B Share that is issued and outstanding immediately prior to the Domestication to be converted into shall become one Pathfinder Shareshare of common stock, par value $0.0001 per share, of Dragoneer, (ii) each Pathfinder Dragoneer Warrant that is outstanding immediately prior to the Domestication to be automatically converted intoshall, from and after the Domestication, represent the right to purchase one Pathfinder Share share of common stock, par value $0.0001 per share, of Dragoneer at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (each, a “Pathfinder Post-Closing Warrant”)Agreement, (iii) each Forward Purchase Share shall become one share of common stock, par value $0.0001 per share, of Dragoneer, (iv) the Governing Documents of Pathfinder to become Dragoneer shall be amended and restated such that the certificate of incorporation of Dragoneer shall be substantially in the form attached hereto as Exhibit E (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Dragoneer Certificate of Incorporation”), and the bylaws of Dragoneer shall be substantially in the form attached hereto as Exhibit F (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Dragoneer Bylaws”), and (ivv) PathfinderDragoneer’s name shall be changed to “ServiceMax, Inc.”, provided that if such name is not available in Delaware or Pathfinder is otherwise unable to change its name to “ServiceMax, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to as determined by Pathfinder and the Company prior to the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the Company)in its sole discretion; provided, however, that, (A) in the case of clause (iv), each of the Parties acknowledges and agrees that each of the Dragoneer Certificate of Incorporation and the Dragoneer Bylaws shall be appropriately revised so as not to implement any amendments to the Governing Documents of Dragoneer contemplated by the Dragoneer Certificate of Incorporation and the Dragoneer Bylaws that are not adopted and approved by the Pre-Closing Dragoneer Holders at the Dragoneer Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of Dragoneer that are contemplated by the Charter Proposal and the Required Governing Document Proposals) and (B) in connection with clause (i), (ii) and (iiiii), each issued and outstanding unit of Pathfinder Dragoneer that has not been previously separated into the underlying Pathfinder Dragoneer Class A Shares and underlying Pathfinder Dragoneer Warrants prior to the Domestication shall, for the avoidance of doubt, from and after the Domestication, be cancelled and will entitle the holder thereof to one Pathfinder Share share of common stock, par value $0.0001 per share, of Dragoneer, and one-fifth of one Pathfinder Post-Closing Warrant. The Pathfinder Post-Closing Certificate warrant representing the right to purchase one share of Incorporation common stock, par value $0.0001 per share, of Dragoneer at an exercise price of $11.50 per share on the terms and subject to the Pathfinder Post-Closing Bylaws shall be conditions set forth in the Governing Documents of Pathfinder from and after the effectiveness of the Domestication until such time that any such Governing Documents are amended, restated, supplemented or otherwise modified in accordance with the underlying terms thereof and applicable LawWarrant Agreement.

Domestication. On the Closing Date, prior Prior to the Effective Time, Pathfinder shall cause subject to approval of the Domestication to occur Proposal, Parent shall have completed the Domestication in accordance with Section 388 applicable Law. In connection with the Domestication, (i) Parent shall file with the Secretary of the General Corporation Law State of the State of Delaware (the “DGCL”) and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Cayman Act”), including by filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Pathfinder and the CompanyCompany Parties, together (ii) Parent shall make all those filings required to be made with the Pathfinder Post-Closing Certificate Cayman Islands Registrar of Incorporation. In Companies in connection with (and as part of) the Domestication and, in the case of clauses (i)Domestication, (iii) and Parent shall provide to the Company Parties a certificate duly executed by an authorized officer of Parent to the effect that Parent has complied with its obligations under clause (ii) above, (iv), in accordance with Pathfinder’s Governing Documents, Pathfinder shall cause (i) each Pathfinder Pre-Closing Parent Class A Share and each Parent Class B Share that is issued and outstanding immediately prior to the Domestication to shall become one share of New Parent Class A Common Stock and one share of New Parent Class B Common Stock, respectively, (v) following the Domestication, all shares of New Parent Class B Common Stock shall be converted into one Pathfinder ShareNew Parent Class A Common Stock, (ii) each Pathfinder Warrant that is outstanding immediately prior to the Domestication to be automatically converted into, from and after the Domestication, the right to purchase one Pathfinder Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (each, a “Pathfinder Post-Closing Warrant”), (iiivi) the Governing Documents of Pathfinder to become Parent shall be the certificate of incorporation substantially in the form attached hereto as Exhibit E (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Parent Certificate of Incorporation”), Incorporation and the bylaws substantially in the form attached hereto as Exhibit F (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Bylaws”), Parent Bylaws and (ivvii) PathfinderParent’s name shall be changed to “ServiceMaxHyperfine, Inc.”, provided that if such name is not available in Delaware or Pathfinder is otherwise unable to change its name to “ServiceMax, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Pathfinder and the Company prior to the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the Company); provided, however, that, in connection with the case of clause (i) and (iivi), each issued of the parties hereto hereby acknowledges and outstanding unit agrees that each of Pathfinder that has not been previously separated into the underlying Pathfinder Class A Shares Parent Certificate of Incorporation and underlying Pathfinder Warrants prior the Parent Bylaws shall be appropriately adjusted to give effect to any amendments to the Domestication shallGoverning Documents of Parent contemplated by the Parent Certificate of Incorporation and the Parent Bylaws that are not adopted and approved by the Parent Shareholders at the Parent Shareholders Meeting (other than, for the avoidance of doubt, from and after the Domestication, be cancelled and will entitle amendments to the holder thereof to one Pathfinder Share and one-fifth Governing Documents of one Pathfinder Post-Closing WarrantParent that are contemplated by the Required Governing Document Proposals). The Pathfinder Post-Closing At the Effective Time the Parent Certificate of Incorporation and the Pathfinder Post-Closing Parent Bylaws shall each be amended to change the Governing Documents of Pathfinder from and after the effectiveness name of the Domestication until such time that any such Governing Documents are amendedParent to “Hyperfine, restated, supplemented or otherwise modified in accordance with the underlying terms thereof and applicable Law.Inc.”

Domestication. On Subject to receipt of the Closing DateAcquiror Stockholder Approval, prior to the First Effective Time, Pathfinder Acquiror shall cause the Domestication to occur in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Cayman Act”)become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Pathfinder Acquiror and the Company, together with the Pathfinder Post-Closing Certificate of Incorporation. In connection with (and as part of) the Domestication and, in the case Incorporation of clauses (i), (iii) and (iv), in accordance with Pathfinder’s Governing Documents, Pathfinder shall cause (i) each Pathfinder Pre-Closing Share that is issued and outstanding immediately prior to the Domestication to be converted into one Pathfinder Share, (ii) each Pathfinder Warrant that is outstanding immediately prior to the Domestication to be automatically converted into, from and after the Domestication, the right to purchase one Pathfinder Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (each, a “Pathfinder Post-Closing Warrant”), (iii) the Governing Documents of Pathfinder to become the certificate of incorporation substantially Acquiror in the form attached hereto as Exhibit E D-1, in each case, in accordance with the provisions thereof and the DGCL, (from b) completing and after making and procuring all those filings required to be made with the Registrar of Companies of the Cayman Islands under Cayman Law in connection with the Domestication, with such changes thereto as may be mutually agreed and (c) obtaining a certificate of de-registration from the Registrar of Companies of the Cayman Islands. Immediately prior to by the Company and PathfinderFirst Effective Time, the “Pathfinder Post-Closing Certificate of Incorporation”), and Acquiror shall cause the bylaws substantially of Acquiror to be in the form attached hereto as Exhibit F (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Bylaws”), and (iv) Pathfinder’s name shall be changed to “ServiceMax, Inc.”, provided that if such name is not available in Delaware or Pathfinder is otherwise unable to change its name to “ServiceMax, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Pathfinder and the Company prior to the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the Company); provided, however, that, in connection with clause (i) and (ii), each issued and outstanding unit of Pathfinder that has not been previously separated into the underlying Pathfinder Class A Shares and underlying Pathfinder Warrants prior to the Domestication shall, for the avoidance of doubt, from and after the Domestication, be cancelled and will entitle the holder thereof to one Pathfinder Share and one-fifth of one Pathfinder Post-Closing Warrant. The Pathfinder Post-Closing Certificate of Incorporation and the Pathfinder Post-Closing Bylaws shall be the Governing Documents of Pathfinder from and after the effectiveness of the Domestication D-2 until such time that any such Governing Documents are amended, restated, supplemented or otherwise modified thereafter amended in accordance with the underlying terms thereof provisions thereof, the certificate of incorporation of Acquiror and applicable the DGCL. In accordance with the Applicable Organization Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Stockholder, (i) each Class A ordinary share of Acquiror outstanding immediately prior to the effective time of the Domestication shall be converted into one share of common stock, par value $0.0001 per share, of Acquiror and (ii) each Class B ordinary share of Acquiror outstanding immediately prior to the effective time of the Domestication shall be converted into a number of shares of common stock, par value $0.0001 per share, of Acquiror that such Class B ordinary share would have converted into pursuant to Article 4.2 of Acquiror’s memorandum and articles of association on the first Business Day following consummation of a Business Combination.

Domestication. On Subject to receipt of the Closing DateAcquiror Shareholder Approval, at least one (1) Business Day prior to the Effective Time, Pathfinder Acquiror shall cause the Domestication to occur in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Cayman Act”)become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Pathfinder Acquiror and the Company, together with the Pathfinder Post-Closing Certificate of Incorporation. In connection with (and Incorporation of Acquiror in substantially the form attached as part of) the Domestication andExhibit A to this Agreement, in the case of clauses (i), (iii) and (iv)each case, in accordance with Pathfinder’s Governing Documentsthe provisions thereof and applicable Law, Pathfinder (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) completing and making and procuring all those filings required to be made with the Cayman Registrar under Part XII of the Companies Act (As Revised) of the Cayman Islands in connection with the Domestication. In accordance with applicable Law, the Domestication shall cause provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each Pathfinder Pre-Closing Share that is then issued and outstanding immediately prior to the Domestication to be converted share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into one Pathfinder Share, a share of Domesticated Acquiror Common Stock; (ii) each Pathfinder Warrant that is then issued and outstanding immediately prior to the Domestication to be automatically converted intoshare of Acquiror Class B Common Stock shall convert automatically, from and after the Domesticationon a one-for-one basis, the right to purchase one Pathfinder Share at an exercise price into a share of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (each, a “Pathfinder Post-Closing Warrant”), Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Governing Documents of Pathfinder to become the certificate of incorporation substantially in the form attached hereto as Exhibit E (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Certificate of Incorporation”), and the bylaws substantially in the form attached hereto as Exhibit F (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Bylaws”), Warrant Agreement; and (iv) Pathfinder’s name shall be changed to “ServiceMax, Inc.”, provided that if such name is not available in Delaware or Pathfinder is otherwise unable to change its name to “ServiceMax, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Pathfinder and the Company prior to the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the Company); provided, however, that, in connection with clause (i) and (ii), each then issued and outstanding unit of Pathfinder that has not been previously separated into the underlying Pathfinder Class A Shares and underlying Pathfinder Warrants prior to the Domestication shall, for the avoidance of doubt, from and after the Domestication, Cayman Acquiror Unit shall be cancelled and will entitle the holder thereof to one Pathfinder Share share of Domesticated Acquiror Common Stock and one-fifth half of one Pathfinder Post-Closing Domesticated Acquiror Warrant. The Pathfinder Post-Closing Certificate of Incorporation and the Pathfinder Post-Closing Bylaws shall be the Governing Documents of Pathfinder from and after the effectiveness of the Domestication until such time that any such Governing Documents are amended, restated, supplemented or otherwise modified in accordance with the underlying terms thereof and applicable Law.

Domestication. On Subject to receipt of the Closing DateAcquiror Shareholder Approvals, prior to the Effective Time, Pathfinder Acquiror shall cause the Domestication to occur in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Cayman Act”)become effective, including by (a) filing with the Delaware Secretary of State DE SOS a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Pathfinder Acquiror and the Company, together with the Pathfinder Post-Closing Certificate certificate of Incorporation. In connection with (and incorporation of Acquiror in substantially the form attached as part of) the Domestication andExhibit A hereto, in the case of clauses (i), (iii) and (iv)each case, in accordance with Pathfinder’s the provisions thereof and applicable Law, (b) adopting the bylaws in substantially the form attached as Exhibit B hereto, (c) causing the directors and officers set forth on ‎Section 7.6(a) of the Acquiror Disclosure Letter to be the directors and officers of Acquiror immediately following the Domestication until their respective successors are duly elected or appointed in accordance with applicable Law and the Governing DocumentsDocuments of Acquiror or their earlier death, Pathfinder resignation or removal, (d) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication as a matter of Cayman Islands law including a director's affidavit and undertaking, and notice of the special resolutions approving, inter alia, the de-registration of the Acquiror under the laws of the Cayman Islands, and (e) requesting a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall cause provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder of Acquiror, (i) each Pathfinder Pre-Closing Share that is then issued and outstanding immediately prior to the Domestication to be converted share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into one Pathfinder Share, (1) share of Domesticated Acquiror Common Stock; (ii) each Pathfinder Warrant that is then issued and outstanding immediately prior to the Domestication to be automatically converted intoshare of Acquiror Class B Common Stock shall convert automatically, from and after the Domesticationon a one-for-one basis, the right to purchase into one Pathfinder Share at an exercise price (1) share of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (each, a “Pathfinder Post-Closing Warrant”), Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Acquiror Public Warrant shall convert automatically into one (1) Domesticated Acquiror Public Warrant, pursuant to the Governing Documents of Pathfinder to become the certificate of incorporation substantially in the form attached hereto as Exhibit E (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Certificate of Incorporation”), and the bylaws substantially in the form attached hereto as Exhibit F (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Bylaws”), and Warrant Agreement; (iv) Pathfinder’s name shall be changed to “ServiceMax, Inc.”, provided that if such name is not available in Delaware or Pathfinder is otherwise unable to change its name to “ServiceMax, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Pathfinder and the Company prior to the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the Company); provided, however, that, in connection with clause (i) and (ii), each then issued and outstanding unit of Pathfinder that has not been previously separated Acquiror Private Placement Warrant shall convert automatically into the underlying Pathfinder Class A Shares and underlying Pathfinder Warrants prior one (1) Domesticated Acquiror Private Placement Warrant, pursuant to the Domestication Warrant Agreement; and (v) each then issued and outstanding Acquiror Unit shall, for to the avoidance of doubt, from and after the Domestication, be cancelled and will entitle extent not already split into underlying Domesticated Acquiror Common Stock Domesticated Acquiror Public Warrants by the holder thereof to thereof, convert automatically, into one Pathfinder Share (1) share of Domesticated Acquiror Common Stock and one-fifth third of one Pathfinder Post-Closing Domesticated Acquiror Public Warrant. The Pathfinder Post-Closing Certificate of Incorporation and the Pathfinder Post-Closing Bylaws shall be the Governing Documents of Pathfinder from and after the effectiveness of the Domestication until such time that any such Governing Documents are amended, restated, supplemented or otherwise modified in accordance with the underlying terms thereof and applicable Law.

Domestication. On Prior to the Closing Date, prior to the Effective Time, Pathfinder Acquiror shall cause the Domestication to occur in accordance with Section 388 of the General Corporation Law of DGCL and the State of Delaware (the “DGCL”) and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Cayman Act”), including by filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Pathfinder Acquiror and the Company, together with the Pathfinder Post-Closing Acquiror Certificate of IncorporationIncorporation (as defined below), completing and making all filings required to be made with the Cayman Registrar to effect the Domestication and obtaining a certificate of de-registration from the Cayman Registrar. In connection with (and as part of) the Domestication andDomestication, in the case of clauses (i), (iii) and (iv), in accordance with Pathfinder’s Governing Documents, Pathfinder Acquiror shall cause (i) each Pathfinder Pre-Closing Share share of Acquiror Class A Ordinary Shares that is issued and outstanding immediately prior to the Domestication to be converted into one Pathfinder Shareshare of Acquiror Class A Common Stock, (ii) each Pathfinder Warrant share of Acquiror Founders Stock that is issued and outstanding immediately prior to the Domestication to be automatically converted intointo one share of Acquiror Founders Class B Common Stock, from each Cayman Acquiror Warrant that is issued and after the Domestication, the right to purchase one Pathfinder Share at an exercise price of $11.50 per share on the terms and subject outstanding immediately prior to the conditions set forth in the Domestication shall convert automatically into one Domesticated Acquiror Warrant Agreement (eachand each Cayman Acquiror Unit shall convert automatically into one Domesticated Acquiror Unit, a “Pathfinder Postwith each Domesticated Acquiror Unit representing one share of Acquiror Class A Common Stock and one-Closing third of one Domesticated Acquiror Warrant”), (iiiii) the Governing Acquiror Organizational Documents of Pathfinder to become the certificate of incorporation incorporation, substantially in the form attached hereto as Exhibit E A (from and after the Domestication, with such changes thereto as may be mutually agreed to in writing by Acquiror and the Company and PathfinderCompany, the “Pathfinder Post-Closing Acquiror Certificate of Incorporation”), and the bylaws bylaws, substantially in the form attached hereto as Exhibit F B (from and after the Domestication, with such changes thereto as may be mutually agreed to in writing by Acquiror and the Company and PathfinderCompany, the “Pathfinder Post-Closing Acquiror Bylaws”), ) and (iviii) PathfinderAcquiror’s name shall to be changed to “ServiceMaxGloriFi, Inc.”, provided that if such name is not available in Delaware or Pathfinder Acquiror is otherwise unable to change its name to “ServiceMaxGloriFi, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Pathfinder Acquiror and the Company. Acquiror shall effect the Domestication in compliance with all applicable Law and in a manner so as to properly effectuate the purposes of this Agreement. Acquiror and its Representatives shall give the Company prior the opportunity to the Closing Date (such agreement not to be unreasonably withheldreview any applicable documents, conditioned certificates or delayed by either Pathfinder or the Company); provided, however, that, filings in connection with clause (i) and (ii), each issued and outstanding unit of Pathfinder that has not been previously separated into the underlying Pathfinder Class A Shares and underlying Pathfinder Warrants prior to the Domestication shall, for the avoidance of doubt, from and after the Domestication, be cancelled and will entitle the holder thereof to one Pathfinder Share and one-fifth of one Pathfinder Post-Closing Warrant. The Pathfinder Post-Closing Certificate of Incorporation and the Pathfinder Post-Closing Bylaws shall be the Governing Documents of Pathfinder from and after the effectiveness of the Domestication until such time that consider, in good faith, any such Governing Documents are amended, restated, supplemented or otherwise modified in accordance with the underlying terms thereof and applicable Lawcomments thereto.

Domestication. On (a) After all of the conditions set forth in Article X have been satisfied or, to the extent permitted by applicable Law, waived by the applicable Party or Parties entitled to the benefit thereof (other than the Domestication Condition and those conditions that by their nature or terms are to be satisfied at the Closing), but no later than one day prior to the Closing Date, prior Acquiror shall change its jurisdiction of incorporation from the Cayman Islands to the Effective Time, Pathfinder shall cause State of Delaware by (i) deregistering as a Cayman Islands exempted company pursuant to and in accordance with Sections 206 through 209 of the Domestication Companies Act and (ii) continuing and domesticating as a Delaware corporation pursuant to occur and in accordance with Section 388 of the General Corporation Law of the State of Delaware DGCL (the “DGCLDomestication”). Acquiror will effect the Domestication by (A) filing all applicable notices, undertakings and Part XII other documents required to be filed, in form and substance reasonably satisfactory to the Company, paying all applicable fees required to paid, and causing the satisfaction of all other conditions to deregistration required to be satisfied, in each case, under Section 206 of the Cayman Islands Companies Act and in accordance therewith and (2021 RevisionB) (the “Cayman Act”), including by filing with the Delaware Secretary a certificate of State a Certificate of Domestication with respect to the Domesticationcorporate domestication, in form and substance reasonably acceptable to Pathfinder the Company (the “Certificate of Domestication”), and the Company, together Acquiror Delaware Charter simultaneously with the Pathfinder Post-Closing Certificate Delaware Secretary of Incorporation. In connection with (and as part of) the Domestication and, in the case of clauses (i), (iii) and (iv), State in accordance with Pathfinder’s Governing Documents, Pathfinder Section 388 of the DGCL. The Domestication shall cause (i) each Pathfinder Pre-Closing Share that is issued become effective under the DGCL at the time the Certificate of Domestication and outstanding immediately prior to the Domestication to be converted into one Pathfinder Share, (ii) each Pathfinder Warrant that is outstanding immediately prior to Acquiror Delaware Charter are accepted for filing by the Domestication to be automatically converted into, from and after the Domestication, the right to purchase one Pathfinder Share Delaware Secretary of State or at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (each, a “Pathfinder Post-Closing Warrant”), (iii) the Governing Documents of Pathfinder to become the certificate of incorporation substantially in the form attached hereto as Exhibit E (from and after the Domestication, with such changes thereto later time as may be mutually agreed to by the Company and Pathfinder, Acquiror and specified in each of the Certificate of Domestication and the Acquiror Delaware Charter. The time at which the Domestication actually becomes effective under the DGCL is referred to herein as the “Pathfinder Post-Closing Certificate of IncorporationDomestication Effective Time”), and the bylaws substantially in the form attached hereto as Exhibit F (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Bylaws”), and (iv) Pathfinder’s name shall be changed to “ServiceMax, Inc.”, provided that if such name is not available in Delaware or Pathfinder is otherwise unable to change its name to “ServiceMax, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Pathfinder and the Company prior to the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the Company); provided, however, that, in connection with clause (i) and (ii), each issued and outstanding unit of Pathfinder that has not been previously separated into the underlying Pathfinder Class A Shares and underlying Pathfinder Warrants prior to the Domestication shall, for the avoidance of doubt, from and after the Domestication, be cancelled and will entitle the holder thereof to one Pathfinder Share and one-fifth of one Pathfinder Post-Closing Warrant. The Pathfinder Post-Closing Certificate of Incorporation and the Pathfinder Post-Closing Bylaws shall be the Governing Documents of Pathfinder from and after the effectiveness of the Domestication until such time that any such Governing Documents are amended, restated, supplemented or otherwise modified in accordance with the underlying terms thereof and applicable Law.

Domestication. On the Closing Date, Date prior to the Effective Time, Pathfinder TortoiseCorp III shall cause the Domestication to occur in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) DGCL and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Cayman Act”), including by filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Pathfinder and the Company, together with the Pathfinder Post-Closing Certificate of Incorporation. In connection with (and as part of) the Domestication andDomestication, in the case of clauses (i), (iii) and (iv), in accordance with Pathfinder’s Governing Documents, Pathfinder shall cause (i) each Pathfinder Pre-Closing TortoiseCorp III Class A Share that is issued and outstanding immediately prior to the Domestication ((x) including, for the avoidance of doubt, any TortoiseCorp III Class A Share issued pursuant to be converted Section 2.1(c) (including any shares deposited into escrow) and (y) excluding, for the avoidance of doubt, any TortoiseCorp III Class A Share that is redeemed pursuant to Section 2.1(a)) shall become one Pathfinder TortoiseCorp III Common Share, (ii) each Pathfinder TortoiseCorp III Warrant that is outstanding immediately prior to the Domestication to be automatically converted intoshall, from and after the Domestication, represent the right to purchase one Pathfinder TortoiseCorp III Common Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (each, a “Pathfinder Post-Closing Warrant”)Agreement, (iii) the Governing Documents of Pathfinder to become TortoiseCorp III shall be amended and restated such that the certificate of incorporation substantially of TortoiseCorp III shall be in a form reasonably acceptable to TortoiseCorp III and the Company such that the amended and restated certificate of incorporation of TortoiseCorp III complies with any requirements contained in the form attached hereto as Exhibit E Company’s current Governing Document (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing TortoiseCorp III Certificate of Incorporation”), and the bylaws substantially of TortoiseCorp III shall be in the a form attached hereto as Exhibit F (from reasonably acceptable to TortoiseCorp III and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, (the “Pathfinder Post-Closing TortoiseCorp III Bylaws”), and (iv) PathfinderTortoiseCorp III’s name shall be changed to “ServiceMax, Inc.”, provided that if such name is not available in Delaware or Pathfinder is otherwise unable to change its name to “ServiceMax, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Pathfinder and the Company prior to the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the One Power Company); provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the TortoiseCorp III Certificate of Incorporation and the TortoiseCorp III Bylaws shall be appropriately revised so as not to implement any amendments to the Governing Documents of TortoiseCorp III contemplated by the TortoiseCorp III Certificate of Incorporation and the TortoiseCorp III Bylaws that are not adopted and approved by the Pre-Closing TortoiseCorp III Holders at the TortoiseCorp III Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of TortoiseCorp III that are contemplated by the Charter Proposal and the Required Governing Document Proposals) and the Required Governing Document Proposals) and (B) in connection with clause clauses (i) and (ii), each issued and outstanding unit of Pathfinder TortoiseCorp III that has not been previously separated into the underlying Pathfinder TortoiseCorp III Class A Shares and underlying Pathfinder TortoiseCorp III Warrants prior to the Domestication shall, for the avoidance of doubt, from and after the Domestication, be cancelled and will entitle the holder thereof to (x) one Pathfinder Share share of common stock, par value $0.0001 per share, of TortoiseCorp III, and (y) one-fifth fourth of one Pathfinder Post-Closing Warrant. The Pathfinder Post-Closing Certificate warrant representing the right to purchase one share of Incorporation common stock, par value $0.0001 per share, of TortoiseCorp III at an exercise price of $11.50 per share on the terms and subject to the Pathfinder Post-Closing Bylaws shall be conditions set forth in the Governing Documents of Pathfinder from and after the effectiveness of the Domestication until such time that any such Governing Documents are amended, restated, supplemented or otherwise modified in accordance with the underlying terms thereof and applicable LawWarrant Agreement.

Domestication. On Subject to receipt of the Acquiror Shareholder Approval, prior to the First Effective Time and no later than one (1) Business Day prior to the Closing Date, prior to the Effective Time, Pathfinder Acquiror shall cause the Domestication to occur in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Cayman Act”)become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Pathfinder Acquiror and the Company, together with the Pathfinder Post-Closing Certificate of Incorporation of Acquiror in the form attached as Exhibit A to this Agreement (the "Domesticated Acquiror Certificate of Incorporation. In connection ") (with (such changes as may be agreed in writing by the Acquiror and as part of) the Domestication andCompany), in the case of clauses (i), (iii) and (iv)each case, in accordance with Pathfinder’s Governing Documentsthe provisions thereof and applicable Law, Pathfinder (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, (c) obtaining a certificate of de-registration from the Cayman Registrar and (d) adopting the Bylaws of Acquiror in the form attached as Exhibit B to this Agreement (with such changes as may be agreed in writing by the Acquiror and the Company). In accordance with applicable Law, the Domestication shall cause provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each Pathfinder Pre-Closing Share that is then issued and outstanding immediately prior to the Domestication to be converted share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into one Pathfinder Share, a share of Domesticated Acquiror Class A Common Stock; (ii) each Pathfinder Warrant that is then issued and outstanding immediately prior to the Domestication to be automatically converted intoshare of Acquiror Class B Common Stock shall convert automatically, from and after the Domesticationon a one-for-one basis, the right to purchase one Pathfinder Share at an exercise price into a share of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (each, a “Pathfinder Post-Closing Warrant”), Domesticated Acquiror Class A Common Stock; (iii) the Governing Documents terms of Pathfinder to become the certificate Acquiror Class B Common Stock shall be modified to, among other things, provide that each share of incorporation substantially in the form attached hereto as Exhibit E Acquiror Class B Common Stock shall carry three (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Certificate of Incorporation”), and the bylaws substantially in the form attached hereto as Exhibit F (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Bylaws”), and 3) votes; (iv) Pathfinder’s name the Domesticated Acquiror Class C Common Stock shall be changed created and a sufficient number of shares thereof authorized to “ServiceMaxeffect the transactions contemplated hereby and under the Ancillary Agreements, Inc.”, provided that if such name is not available in Delaware or Pathfinder is otherwise unable to change its name to “ServiceMax, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Pathfinder and the Company prior to the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the Company); provided, however, that, in connection with clause (iv) and (ii), each then issued and outstanding unit warrant of Pathfinder that has not been previously separated Acquiror shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the underlying Pathfinder Warrant Agreement; and (vi) each then issued and outstanding Cayman Acquiror Unit shall separate automatically into one share of Domesticated Acquiror Class A Shares and underlying Pathfinder Warrants prior to the Domestication shall, for the avoidance of doubt, from and after the Domestication, be cancelled and will entitle the holder thereof to one Pathfinder Share Common Stock and one-fifth quarter of one Pathfinder Post-Closing Domesticated Acquiror Warrant. The Pathfinder Post-Closing Certificate of Incorporation and the Pathfinder Post-Closing Bylaws shall be the Governing Documents of Pathfinder from and after the effectiveness of the Domestication until such time that any such Governing Documents are amended, restated, supplemented or otherwise modified in accordance with the underlying terms thereof and applicable Law.

Domestication. On the Closing Date, following the ACT Share Conversion but prior to the Effective TimeClosing, Pathfinder shall ACT shall, subject to the receipt of the Required ACT Shareholder Approval, cause the Domestication to occur become effective in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) DGCL and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Cayman Act”As Revised), including by (a) filing with the Delaware Secretary of State State, (i) a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Pathfinder ACT and the Company, together with and (ii) the Pathfinder Post-Closing ACT Certificate of Incorporation. In , and (b) completing and making all filings required to be made with the Registrar of Companies in the Cayman Islands to effect the Domestication and, in connection with (and as part of) the Domestication andDomestication, in the case of clauses (i), (iii) and (iv), in accordance with Pathfinder’s Governing Documents, Pathfinder shall cause (i) each Pathfinder Pre-Closing ACT Class A Share that is issued and outstanding immediately prior to the Domestication to be converted shall convert automatically on an one-for-one basis into one Pathfinder (1) Post-Closing ACT Class A Share, (ii) each Pathfinder Pre-Closing ACT Warrant that is outstanding immediately prior to the Domestication to be automatically converted intoshall, from and after the Domestication, represent the right to purchase one Pathfinder new Post-Closing ACT Class A Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (eachcollectively, a the “Pathfinder Post-Closing WarrantACT Warrants”), ) and (iii) the Governing Documents of Pathfinder to become the certificate of incorporation substantially in the form attached hereto as Exhibit E (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Certificate of Incorporation”), and the bylaws substantially in the form attached hereto as Exhibit F (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Bylaws”), and (iv) PathfinderACT’s name shall be changed to “ServiceMax, Opal Fuels Inc.”, provided that if such name is not available in Delaware or Pathfinder is otherwise unable to change its name to “ServiceMax, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Pathfinder and the Company prior to the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the Company); provided, however, that, in connection with clause clauses (ib)(i) and (iib)(ii), each issued and outstanding unit of Pathfinder ACT Unit that has not been previously separated into the underlying Pathfinder Pre-Closing ACT Class A Shares and underlying Pathfinder Pre-Closing ACT Warrants prior to the Domestication shall, for the avoidance of doubt, from and after the Domestication, be cancelled and will entitle the holder thereof to one Pathfinder Share and one-fifth (1) share of one Pathfinder Post-Closing Warrant. The Pathfinder ACT Class A Shares and one Post-Closing Certificate of Incorporation ACT Warrant on the terms and subject to the Pathfinder Post-Closing Bylaws conditions set forth in the Warrant Agreement, as applicable. ACT shall be cause the Governing Documents of Pathfinder from ACT to become (1) in connection with (and after as part of) the effectiveness Domestication, the certificate of incorporation, substantially in the form attached hereto as Exhibit D (with such changes as may be agreed in writing by ACT and the Company, the “Post-Closing ACT Certificate of Incorporation”), and (2) as soon as practicable following the Domestication, but prior to the Closing, the bylaws, substantially in the form attached hereto as Exhibit E (with such changes as may be agreed in writing by ACT and the Company, the “Post-Closing ACT Bylaws”). ACT shall cause the Domestication until such time that any such Governing Documents are amended, restated, supplemented or otherwise modified to be consummated in accordance with the underlying terms thereof and applicable Law. ACT and its Representatives shall give the Company and its Representatives a reasonable opportunity to review any applicable documents, certificates or filings in connection with the Domestication and will consider, in good faith, any comments thereto.

Domestication. On the Closing Date, At (or prior to to) the Effective Time, Pathfinder (i) Parent shall cause attend to and effect all filings, including with the Domestication Registrar of Companies in the Cayman Islands, as required under the Companies Law to occur in accordance effect the Domestication, (ii) Parent shall duly execute and file a certificate of corporate domestication with Section 388 the Office of the General Corporation Law Secretary of State of the State of Delaware, (iii) Parent shall duly execute and file a certificate of incorporation with the Secretary of State of the State of Delaware identical to the certificate of incorporation attached hereto as Exhibit Q (the “DGCLSurviving Pubco Charter”) and Part XII ), which shall be the certificate of incorporation of the Cayman Islands Companies Act Surviving Pubco until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation, (2021 Revisioniv) the Surviving Pubco shall adopt bylaws identical to the bylaws attached hereto as Exhibit R (the “Cayman ActSurviving Pubco Bylaws”), including by filing with which shall be the Delaware Secretary bylaws of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Pathfinder and the Company, together with the Pathfinder Post-Closing Certificate of Incorporation. In connection with (and as part of) the Domestication and, in the case of clauses (i), (iii) and (iv), Surviving Pubco until thereafter amended in accordance with Pathfinder’s Governing Documentsthe DGCL, Pathfinder the certificate of incorporation of the Surviving Pubco and as provided in such bylaws and (v) Parent shall cause (i) take any other action reasonably necessary to consummate the Domestication in accordance with the applicable provisions of the DGCL and the Companies Law, in each Pathfinder Pre-Closing Share case such that is issued the Domestication shall become effective at the Effective Time. Any reference in this Agreement to Parent or Parent Class A Shares and outstanding Parent Class B Shares, collectively, for periods from and after the Domestication will be deemed to include Surviving Pubco and the Surviving Pubco Class A Shares, respectively. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur simultaneously with the Merger; provided, that, to the extent permitted by applicable Law, the parties agree for Tax purposes only to treat the Domestication as occurring immediately prior to the Domestication to be converted into one Pathfinder Share, (ii) each Pathfinder Warrant that is outstanding immediately prior to the Domestication to be automatically converted into, from and after the Domestication, the right to purchase one Pathfinder Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (each, a “Pathfinder Post-Closing Warrant”), (iii) the Governing Documents of Pathfinder to become the certificate of incorporation substantially in the form attached hereto as Exhibit E (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Certificate of Incorporation”), and the bylaws substantially in the form attached hereto as Exhibit F (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Bylaws”), and (iv) Pathfinder’s name shall be changed to “ServiceMax, Inc.”, provided that if such name is not available in Delaware or Pathfinder is otherwise unable to change its name to “ServiceMax, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Pathfinder and the Company prior to the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the Company); provided, however, that, in connection with clause (i) and (ii), each issued and outstanding unit of Pathfinder that has not been previously separated into the underlying Pathfinder Class A Shares and underlying Pathfinder Warrants prior to the Domestication shall, for Merger. For the avoidance of doubt, any reference in this Agreement to Surviving Pubco for periods prior to the Domestication shall include Parent and any reference in this Agreement to Parent for periods from and after the Domestication, be cancelled and will entitle the holder thereof to one Pathfinder Share and one-fifth of one Pathfinder Post-Closing Warrant. The Pathfinder Post-Closing Certificate of Incorporation and the Pathfinder Post-Closing Bylaws Domestication shall be the Governing Documents of Pathfinder from and after the effectiveness of the Domestication until such time that any such Governing Documents are amended, restated, supplemented or otherwise modified in accordance with the underlying terms thereof and applicable Lawinclude Surviving Pubco.

Domestication. On Prior to the Closing DateDate and following Acquiror shareholders’ exercise of their Redemption Rights, prior to the Effective Time, Pathfinder Acquiror shall cause the Domestication to occur in accordance with Section 388 of the General Corporation Law DGCL and Section 206 of the State of Delaware (the “DGCL”) and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Cayman Act”), including by filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable satisfactory to Pathfinder the parties hereto (the “Certificate of Domestication”) and the Company, together with the Pathfinder Post-Closing Acquiror Certificate of Incorporation, completing and making all filings required to be made with the Cayman Registrar to effect the Domestication, obtaining a certificate of de-registration from the Cayman Registrar and taking any other actions necessary in connection therewith. In connection with (and as part of) the Domestication andDomestication, in the case of clauses (i), (iii) and (iv), in accordance with Pathfinder’s Governing Documents, Pathfinder Acquiror shall cause (i) each Pathfinder Pre-Closing Acquiror Class A Ordinary Share and Acquiror Class B Ordinary Share that is issued and outstanding immediately prior to the Domestication to be converted into one Pathfinder Shareshare of Acquiror Common Stock, (ii) each Pathfinder Acquiror Warrant that is issued and outstanding immediately prior to the Domestication to be automatically converted into, from and after the Domestication, the right to purchase into one Pathfinder Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (each, a “Pathfinder Post-Closing Domesticated Acquiror Warrant”), (iii) each Acquiror Unit to be converted into one Domesticated Acquiror Unit, with each Domesticated Acquiror Unit representing one share of Acquiror Common Stock and one-third of one Domesticated Acquiror Warrant, (iv) the Governing Acquiror Organizational Documents of Pathfinder to become the certificate of incorporation substantially in the form attached hereto as Exhibit E (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Acquiror Certificate of Incorporation”), Incorporation and the bylaws substantially in the form attached hereto as Exhibit F (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Bylaws”), Acquiror Bylaws and (ivv) PathfinderAcquiror’s name shall to be changed to “ServiceMax, Brand Engagement Network Inc.”, provided that if such name is not available in the State of Delaware or Pathfinder Acquiror is otherwise unable to change its name to “ServiceMax, Brand Engagement Network Inc.” in the State of Delaware, it Acquiror shall cause its name to be changed to such other name mutually agreed to by Pathfinder Acquiror and the Company. Acquiror shall effect the Domestication in compliance with all applicable Law and in a manner so as to properly effectuate the purposes of this Agreement. Acquiror and its Representatives shall give the Company prior the opportunity to the Closing Date (such agreement not to be unreasonably withheldreview any applicable documents, conditioned certificates or delayed by either Pathfinder or the Company); provided, however, that, filings in connection with clause (i) and (ii), each issued and outstanding unit of Pathfinder that has not been previously separated into the underlying Pathfinder Class A Shares and underlying Pathfinder Warrants prior to the Domestication shall, for the avoidance of doubt, from and after the Domestication, be cancelled and will entitle the holder thereof to one Pathfinder Share and one-fifth of one Pathfinder Post-Closing Warrant. The Pathfinder Post-Closing Certificate of Incorporation and the Pathfinder Post-Closing Bylaws shall be the Governing Documents of Pathfinder from and after the effectiveness of the Domestication until such time that consider, in good faith, any such Governing Documents are amended, restated, supplemented or otherwise modified in accordance with the underlying terms thereof and applicable Lawcomments thereto.

Domestication. On Subject to receipt of the Closing DateAcquiror Stockholder Approval, prior to the Effective TimeClosing, Pathfinder Acquiror shall cause the Domestication to occur become effective in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) DGCL and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Cayman Act”As Revised), including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Pathfinder and the Company, together with the Pathfinder Post-Closing Acquiror Certificate of Incorporation. In connection with (and Incorporation in the form attached hereto as part of) the Domestication andExhibit A, in the case of clauses (i), (iii) and (iv)each case, in accordance with Pathfinder’s Governing Documentsthe provisions thereof and the DGCL, Pathfinder (b) completing and making and procuring all those filings required to be made with the Registrar of Companies of the Cayman Islands under Part XII of the Cayman Islands Companies Act (As Revised) in connection with the Domestication and (c) obtaining a certificate of de-registration from the Registrar of Companies of the Cayman Islands. In accordance with applicable Law, the Domestication shall cause provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Stockholder, (i) each Pathfinder Pre-Closing Share that is issued and Class A ordinary share of Acquiror outstanding immediately prior to the effective time of the Domestication to shall be converted into one Pathfinder Share(1) share of Acquiror Class A Common Stock, (ii) each Pathfinder Warrant that is Class B ordinary share of Acquiror outstanding immediately prior to the effective time of the Domestication to shall be automatically converted into, from into one (1) share of Acquiror Class A Common Stock and after the Domestication, the right to purchase one Pathfinder Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (each, a “Pathfinder Post-Closing Warrant”), (iii) the Governing Documents of Pathfinder the Acquiror shall be the Acquiror Certificate of Incorporation and the Acquiror Bylaws. For the avoidance of doubt, prior to become Closing, Acquiror shall cause the certificate of incorporation substantially Acquiror Bylaws to be in the form attached hereto as Exhibit E (from and after B until thereafter amended in accordance with the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinderprovisions thereof, the “Pathfinder Post-Closing Certificate of Incorporation”), and the bylaws substantially in the form attached hereto as Exhibit F (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Bylaws”), and (iv) Pathfinder’s name shall be changed to “ServiceMax, Inc.”, provided that if such name is not available in Delaware or Pathfinder is otherwise unable to change its name to “ServiceMax, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Pathfinder and the Company prior to the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the Company); provided, however, that, in connection with clause (i) and (ii), each issued and outstanding unit of Pathfinder that has not been previously separated into the underlying Pathfinder Class A Shares and underlying Pathfinder Warrants prior to the Domestication shall, for the avoidance of doubt, from and after the Domestication, be cancelled and will entitle the holder thereof to one Pathfinder Share and one-fifth of one Pathfinder Post-Closing Warrant. The Pathfinder Post-Closing Acquiror Certificate of Incorporation and the Pathfinder Post-Closing Bylaws shall be DGCL. The Company will reasonably cooperate with Acquiror with respect to the Governing Documents of Pathfinder from and after Domestication. Immediately following the effectiveness completion of the Domestication until such time that any such Governing Documents are amendedDomestication, restated, supplemented or otherwise modified Acquiror shall file the Preferred COD in accordance with the underlying terms thereof and applicable LawDGCL with the Secretary of State of the State of Delaware.

Domestication. On Subject to receipt of the Closing DateAcquiror Shareholder Approval, prior to the Effective Time, Pathfinder Acquiror shall cause the Domestication to occur in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Cayman Act”)become effective, including by (a) filing with the Delaware Secretary of State DE SOS a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Pathfinder Acquiror and the Company, together with the Pathfinder Post-Closing Certificate of Incorporation. In connection with (and as part of) the Domestication andDomesticated Charter, in the case of clauses (i), (iii) and (iv)each case, in accordance with Pathfinder’s the provisions thereof and applicable Law, (b) adopting the Domesticated Bylaws, (c) causing the directors and officers set forth on ‎Section 8.6(a) of the Acquiror Disclosure Letter to be the directors and officers of Acquiror immediately following the Domestication until their respective successors are duly elected or appointed in accordance with applicable Law and the Governing DocumentsDocuments of Acquiror or their earlier death, Pathfinder resignation or removal and (d) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands in connection with the Domestication. In accordance with applicable Law, the Domestication shall cause provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder of Acquiror, (i) each Pathfinder Pre-Closing Share that is then issued and outstanding immediately prior to the Domestication to be converted Acquiror Class A Ordinary Share shall convert automatically, on a one-for-one basis, into one Pathfinder (1) Surviving Pubco Class A Share, ; (ii) each Pathfinder Warrant that is then issued and outstanding immediately prior to the Domestication to be automatically converted intoAcquiror Class B Ordinary Share shall convert automatically, from and after the Domesticationon a one-for-one basis, the right to purchase into one Pathfinder Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (each, a “Pathfinder Post-Closing Warrant”), 1) Surviving Pubco Class A Share; (iii) each then issued and outstanding Acquiror Public Warrant shall convert automatically into one (1) Surviving Pubco Public Warrant, pursuant to the Governing Documents of Pathfinder to become the certificate of incorporation substantially in the form attached hereto as Exhibit E (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Certificate of Incorporation”), and the bylaws substantially in the form attached hereto as Exhibit F (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Bylaws”), and Warrant Agreement; (iv) Pathfinder’s name shall be changed to “ServiceMax, Inc.”, provided that if such name is not available in Delaware or Pathfinder is otherwise unable to change its name to “ServiceMax, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Pathfinder and the Company prior to the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the Company); provided, however, that, in connection with clause (i) and (ii), each then issued and outstanding unit of Pathfinder that has Acquiror Private Placement Warrant shall convert automatically into one (1) Surviving Pubco Private Placement Warrant, pursuant to the Warrant Agreement; and (v) each then issued and outstanding Acquiror Unit shall, to the extent not been previously separated already split into the underlying Pathfinder Surviving Pubco Class A Shares and underlying Pathfinder Surviving Pubco Public Warrants prior to the Domestication shall, for the avoidance of doubt, from and after the Domestication, be cancelled and will entitle by the holder thereof to thereof, convert automatically, into one Pathfinder (1) Surviving Pubco Class A Share and one-fifth half of one Pathfinder Post-Closing Surviving Pubco Public Warrant. The Pathfinder Post-Closing Certificate of Incorporation and the Pathfinder Post-Closing Bylaws shall be the Governing Documents of Pathfinder from and after the effectiveness of the Domestication until such time that any such Governing Documents are amended, restated, supplemented or otherwise modified in accordance with the underlying terms thereof and applicable Law.