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 • December 5th, 2022 • Fp Credit Partners Ii, L.P. • Services-prepackaged software
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”).
VOTING AGREEMENTVoting Agreement • December 5th, 2022 • Fp Credit Partners Ii, L.P. • Services-prepackaged software • Delaware
This Voting Agreement (this “Agreement”), dated as of [ ⚫ ], is entered into by and among Movella Holdings Inc., a Delaware corporation (the “Company”), Pathfinder Acquisition LLC, a Delaware limited liability company (the “Pathfinder Sponsor”), Movella Inc., a Delaware corporation (“Movella”), and the parties listed on the signature pages hereto as “Stockholder” (each and collectively, the “Initial Stockholder” and together with any parties executing a Joinder Agreement, the “Stockholders”). The Company, the Pathfinder Sponsor, Movella and the Stockholders are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • December 5th, 2022 • Fp Credit Partners Ii, L.P. • 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 • December 5th, 2022 • Fp Credit Partners Ii, L.P. • Services-prepackaged software • Delaware
This 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 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).
EQUITY GRANT AGREEMENTEquity Grant Agreement • December 5th, 2022 • Fp Credit Partners Ii, L.P. • Services-prepackaged software
This Equity Grant Agreement (this “Equity Grant 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) (the “Closing”) and the undersigned grantee (the “Grantee”), 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
JOINT FILING AGREEMENTJoint Filing Agreement • November 22nd, 2023 • Fp Credit Partners Ii, L.P. • Radio & tv broadcasting & communications equipment
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A ordinary shares, par value $0.0001 per share, of SatixFy Communications Ltd. (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
