INDEMNITY AGREEMENTIndemnification Agreement • February 11th, 2021 • Pathfinder Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Pathfinder Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2021 • Pathfinder Acquisition Corp • Blank checks • New York
Arrowhead Growth Acquisition Corporation 1950 University Avenue Palo Alto, CA 94303Securities Subscription Agreement • January 28th, 2021 • Pathfinder Acquisition Corp • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on December 23, 2020 by and between Arrowhead Growth Acquisition LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Arrowhead Growth Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,906,250 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,031,250 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 13th, 2023 • Movella Holdings Inc. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 between Movella Holdings Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • February 22nd, 2021 • Pathfinder Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 16, 2021, is made and entered into by and among Pathfinder Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Pathfinder Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Pathfinder Acquisition Corporation Palo Alto, CA 94303Underwriting Agreement • February 22nd, 2021 • Pathfinder Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Pathfinder Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc., Stifel, Nicolaus & Company, Incorporated and RBC Capital Markets, LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 34,500,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to
WARRANT AGREEMENT PATHFINDER ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 16, 2021Warrant Agreement • February 22nd, 2021 • Pathfinder Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 16, 2021, is by and between Pathfinder Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 22nd, 2021 • Pathfinder Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of February 16, 2021, is entered into by and between Pathfinder Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Pathfinder Acquisition LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 11th, 2021 • Pathfinder Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Pathfinder Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
CREDIT AGREEMENT dated as of November 1, 2021 among SERVICEMAX, INC., as Borrower, The Lenders Party Hereto and MONROE CAPITAL MANAGEMENT ADVISORS LLC, as Administrative Agent and Collateral Agent MONROE CAPITAL MANAGEMENT ADVISORS LLC, as Sole Lead...Credit Agreement • November 4th, 2021 • Pathfinder Acquisition Corp • Services-prepackaged software • New York
CREDIT AGREEMENT, dated as of November 1, 2021 (this “Agreement”), among SERVICEMAX, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and MONROE CAPITAL MANAGEMENT ADVISORS LLC, as Administrative Agent and Collateral Agent.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 22nd, 2021 • Pathfinder Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 16, 2021 by and between Pathfinder Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
NOTE PURCHASE AGREEMENT dated as of November 14, 2022 among MOVELLA INC., as the Issuer, the Guarantors from time to time party hereto, the Purchasers from time to time party hereto and Wilmington Savings Fund Society, FSB, as Agent $75,000,000 Senior...Note Purchase Agreement • November 18th, 2022 • Pathfinder Acquisition Corp • Services-prepackaged software • Quebec
This NOTE PURCHASE AGREEMENT is entered into as of November 14, 2022 (this “Agreement”), among MOVELLA INC., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto, the Purchasers (as defined herein) from time to time party hereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent for the Purchasers (together with its successors and permitted assigns in such capacity, the “Agent”).
NET LEASE PSS INVESTMENTS I INC., TPP INVESTMENTS I INC., TH£ GREAT-WEST LIFE ASSURANCE COMPANY and LONDON LITE INSURANCE COMPANY as Landlord AND KINDUCT TECHNOLOGIES INC. As TenantNet Lease • February 13th, 2023 • Movella Holdings Inc. • Services-prepackaged software
PSS INVESTMENTS I INC., TPP INVESTMENTS I INC., THE GREAT-WEST LIFE ASSURANCE COMPANY and LONDON LIFE INSURANCE COMPANY, (hereinafter collectively called the “Landlord”);
VOTING AGREEMENTVoting Agreement • February 13th, 2023 • Movella Holdings Inc. • Services-prepackaged software • Delaware
This Voting Agreement (this “Agreement”), dated as of February 10, 2023, is entered into by and among Movella Holdings Inc., a Delaware corporation (the “Company”), Movella Inc., a Delaware corporation (“Movella”), and FP Credit Partners, L.P., on behalf of certain of its managed funds, affiliates, financing parties or investment vehicles (the “Initial Stockholder” and together with any parties executing a Joinder Agreement, the “Stockholders”). The Company, Movella and the Stockholders are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED COMPANY SHAREHOLDER TRANSACTION SUPPORT AGREEMENTCompany Shareholder Transaction Support Agreement • August 12th, 2021 • Pathfinder Acquisition Corp • Blank checks
This AMENDED AND RESTATED COMPANY SHAREHOLDER TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of August 11, 2021, by and among Pathfinder Acquisition Corporation, a Cayman Islands exempted company (“Pathfinder”), ServiceMax, Inc., a Delaware corporation (the “Company”), Pathfinder Acquisition LLC (the “Sponsor”) and SLP Snowflake Aggregator, L.P., a Delaware limited partnership (the “Shareholder”). Each of Pathfinder, the Company, Sponsor and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
LEASE EXTENSION AND AMENDING AGREEMENT PSS INVESTMENTS I INC., TN’ INVESTMENTS I INC., and THE CANADA LIFE ASSURANCE COMPANY as Landlord - and – KINDUCT TECHNOLOGIES INC. as TenantLease Extension and Amending Agreement • February 13th, 2023 • Movella Holdings Inc. • Services-prepackaged software
LICENSE AGREEMENTLicense Agreement • February 13th, 2023 • Movella Holdings Inc. • Services-prepackaged software • Hong Kong
This LICENSE AGREEMENT (this “Agreement”) is made effective as of June 8, 2020 (the “Signing Date”) by and between Mcube International Limited, a Cayman Island corporation with offices at ( ) (“MIL”), MCube, Inc., a Delaware corporation with offices at ( ) (“MCI”), and Mcube Hong Kong Limited, a Hong Kong registered company with offices at ( ) (“MCHK”) (collectively, “MCUBE”), and MEMSIC Semiconductor (Tianjin) Co. Ltd., a Chinese limited liability company having its principal place of business at ( ) (“MEMSIC Tianjin”), MEMSIC Semiconduction (HK) Co., Ltd., a Hong Kong company with its registered office in ( ) (“MEMSIC HK”), and Total Force Limited, a Hong Kong company with its registered office in ( ) (“MEMSIC Total Force”) (collectively, “MEMSIC”). Each of MCUBE on the one hand, and MEMSIC on the other hand, is referred to herein sometimes as a “Party” and together as the “Parties”.
AMENDED AND RESTATED COMPANY TRANSACTION SUPPORT AGREEMENTCompany Transaction Support Agreement • August 12th, 2021 • Pathfinder Acquisition Corp • Blank checks
This AMENDED AND RESTATED COMPANY TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of August 11, 2021, by and among Pathfinder Acquisition Corporation, a Cayman Islands exempted company (“Pathfinder”), ServiceMax, Inc., a Delaware corporation (the “Company”), Pathfinder Acquisition LLC (the “Sponsor”), ServiceMax JV GP, LLC, a Delaware limited liability company (“Parent GP”) and ServiceMax JV, LP, a Delaware limited partnership (“Parent”, and together with Parent GP, collectively, the “Parent Parties”). Each of Pathfinder, the Company, Sponsor, Parent GP and Parent are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT BY AND AMONG PATHFINDER ACQUISITION CORPORATION, SERVICEMAX, INC., AND SERVE MERGER SUB, INC. DATED AS OF AUGUST 11, 2021Business Combination Agreement • August 12th, 2021 • Pathfinder Acquisition Corp • Blank checks • Delaware
This AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of August 11, 2021, is made by and among Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability, ServiceMax, Inc., a Delaware corporation (the “Company”), and Serve Merger Sub, Inc., a Delaware corporation (“Serve Merger Sub”). Pathfinder, Serve Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Annex A.
SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • October 4th, 2022 • Pathfinder Acquisition Corp • Services-prepackaged software • New York
THIS SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 3, 2022, is made and entered into by and among Pathfinder Acquisition Corporation (the “Company”), Pathfinder Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), FP Credit Partners, L.P. (together with its affiliates who are commitment parties thereunder, collectively, “Francisco Partners”), and Movella Inc., a Delaware corporation (the “Target” and, collectively with the Sponsor, the Business Combination Holders (as defined below) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • November 18th, 2022 • Pathfinder Acquisition Corp • Services-prepackaged software • Delaware
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of November 14, 2022, by and among Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“Pathfinder”), Movella Inc., a Delaware corporation (the “Company”), Pathfinder Acquisition LLC (“Pathfinder Sponsor”) and the parties listed on the signature pages hereto as a “Shareholder” (each, a “Shareholder”). Each of Pathfinder, the Company, Pathfinder Sponsor and the Shareholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Note Purchase Agreement (defined below).
EMPLOYMENT CONTRACTEmployment Contract • February 13th, 2023 • Movella Holdings Inc. • Services-prepackaged software
SUPPLY AGREEMENT XSENS / NEWAYSSupply Agreement • February 13th, 2023 • Movella Holdings Inc. • Services-prepackaged software
The contract partners intend to enter a long-term business cooperation for the manufacturing and supply of the 3D motion trackers products. The relationship in this business cooperation has been formulated in this Agreement and regulates the manufacture and delivery of electronic modules and products.
AMENDED AND RESTATED REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT BY AND AMONG PATHFINDER ACQUISITION CORPORATION, SERVICEMAX, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF AUGUST 11, 2021Registration and Shareholder Rights Agreement • August 12th, 2021 • Pathfinder Acquisition Corp • Blank checks • Delaware
This AMENDED AND RESTATED REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of August 11, 2021, is made by and among:
Equity Joint Venture Contract for M3C Co., Ltd. between Qingdao Microelectronics Innovation Center Co., Ltd. and mCube Hong Kong Limited October 26, 2018Equity Joint Venture Contract • February 13th, 2023 • Movella Holdings Inc. • Services-prepackaged software
This EQUITY JOINT VENTURE CONTRACT (this “JV Contract”) is made and entered into on August 8, 2018 in Qingdao Shandong Province, PRC.
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • August 12th, 2021 • Pathfinder Acquisition Corp • Blank checks • New York
This Amended and Restated Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Pathfinder Acquisition Corporation, a Cayman Islands exempted company (“PFDR”), which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined below), ServiceMax Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Investor”), in connection with the Amended and Restated Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Amended and Restated Business Combination Agreement”), by and among PFDR, the Company and Serve Merger Sub, Inc., a Delaware corporation (“Serve Merger Sub”) pursuant to which, among other things, Serve Merger Sub will merge with and into the Company (the “Merger”), with the Company as the surviving company in the Merger and, after giving eff
BUSINESS COMBINATION AGREEMENT BY AND AMONG PATHFINDER ACQUISITION CORPORATION, MOVELLA INC., AND MOTION MERGER SUB, INC. DATED AS OF OCTOBER 3, 2022Business Combination Agreement • October 4th, 2022 • Pathfinder Acquisition Corp • Services-prepackaged software • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of October 3, 2022, is made by and among Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability, Movella Inc., a Delaware corporation (the “Company”), and Motion Merger Sub, Inc., a Delaware corporation (“Motion Merger Sub”). Pathfinder, Motion Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Annex A.
UNIT PURCHASE AGREEMENT BY AND AMONG LIQUID FIRE HOLDINGS, LLC LIQUID FIRE INTERMEDIATE HOLDINGS, LLC AND SERVICEMAX, INC. DATED AS OF MAY 26, 2021Unit Purchase Agreement • September 16th, 2021 • Pathfinder Acquisition Corp • Services-prepackaged software • Delaware
This UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of May 26, 2021, is made by and among Liquid Fire Intermediate Holdings, LLC, a Delaware limited liability company (the “Company”), Liquid Fire Holdings, LLC, a Delaware limited liability company (“Seller”), and ServiceMax, Inc., a Delaware corporation (“Buyer”). The Company, Seller and Buyer shall be referred to herein from time to time collectively as the “Parties”.
Confidential Separation AgreementConfidential Separation Agreement • January 5th, 2024 • Movella Holdings Inc. • Services-prepackaged software • Nevada
This Confidential Separation Agreement (“Agreement”) is made by and between Ben Alexander Lee, an individual (the “Executive”), and Movella, Inc. (the “Company”) (individually each a “Party” and collectively the “Parties”), effective at the end of the seventh calendar day after the date a signed copy of this Agreement is delivered to the Company by the Executive (“Effective Date”). The Executive must sign and return this Agreement within 21 days of his receipt of this Agreement to be eligible for the severance benefits described below.
PATHFINDER ACQUISITION CORPORATION 1950 University Avenue, Suite 350 Palo Alto, CA 94303Office Space and Administrative Services Agreement • February 11th, 2021 • Pathfinder Acquisition Corp • Blank checks
LIMITED WAIVER NO. 2 TO NOTE PURCHASE AGREEMENTLimited Waiver to Note Purchase Agreement • July 26th, 2024 • Movella Holdings Inc. • Services-prepackaged software • New York
This LIMITED WAIVER NO. 2 TO NOTE PURCHASE AGREEMENT (this “Waiver”) is entered into as of July 23, 2024, among MOVELLA INC., a Delaware corporation (the “Issuer”), the Guarantors party hereto, the Purchasers party hereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent for the Purchasers (in such capacities, the “Agent”).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • August 12th, 2021 • Pathfinder Acquisition Corp • Blank checks
This AMENDED AND RESTATED SPONSOR LETTER AGREEMENT (this “Agreement”) is entered into as of August 11, 2021, by and among ServiceMax, Inc., a Delaware corporation (the “Company”), Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“Pathfinder”), Pathfinder Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and, solely for purposes of Sections 2(b) and (c), Section 5, Section 7 (solely in respect of his or her respective representations and warranties contained therein), and Section 10 through Section 21, each of Richard Lawson, David Chung, Lindsay Sharma, Jon Steven Young, Hans Swildens, Steven Walske, Lance Taylor, Omar Johnson and Paul Weiskopf (each, a “Pathfinder Insider” and, collectively, the “Pathfinder Insiders”). Each of the Sponsor and each of the Pathfinder Insiders are sometimes referred to herein individually as a “Pathfinder Person” and collectively as the “Pathfinder Persons”, and each of the Co
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • July 19th, 2021 • Pathfinder Acquisition Corp • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”) is entered into as of July 15, 2021, by and among ServiceMax, Inc., a Delaware corporation (the “Company”), Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“Pathfinder”), Pathfinder Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and, solely for purposes of Sections 2(b) and (c), Section 5, Section 7 (solely in respect of his or her respective representations and warranties contained therein), and Section 8 through Section 20, each of Richard Lawson, David Chung, Lindsay Sharma, Jon Steven Young, Hans Swildens, Steven Walske, Lance Taylor, Omar Johnson and Paul Weiskopf (each, a “Pathfinder Insider” and, collectively, the “Pathfinder Insiders”). Each of the Sponsor and each of the Pathfinder Insiders are sometimes referred to herein individually as a “Pathfinder Person” and collectively as the “Pathfinder Persons”, and each of the Company, Pathfinder, the S
FORM OF COMPANY SHAREHOLDER TRANSACTION SUPPORT AGREEMENTCompany Shareholder Transaction Support Agreement • October 4th, 2022 • Pathfinder Acquisition Corp • Services-prepackaged software
This COMPANY SHAREHOLDER TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of [●], 2022, by and among Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“Pathfinder”), Movella Inc., a Delaware corporation (the “Company”), Pathfinder Acquisition LLC (“Pathfinder Sponsor”) and [●] (the “Shareholder”). Each of Pathfinder, the Company, Pathfinder Sponsor and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 13th, 2023 • Movella Holdings Inc. • Services-prepackaged software
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“PFDR”), which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined below) and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of October 3, 2022 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among PFDR, Movella Inc., a Delaware corporation (the “Company”) and Motion Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of PFDR (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company being the surviving entity (the transactions contemplated by the Business Combination
