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”).
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).
EQUITY GRANT AGREEMENTEquity Grant Agreement • November 18th, 2022 • Pathfinder Acquisition Corp • 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
