COMPANY SHAREHOLDER TRANSACTION SUPPORT AGREEMENTCompany Shareholder Transaction Support Agreement • July 19th, 2021 • Pathfinder Acquisition Corp • Blank checks
This COMPANY SHAREHOLDER TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 15, 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).
COMPANY TRANSACTION SUPPORT AGREEMENTCompany Transaction Support Agreement • July 19th, 2021 • Pathfinder Acquisition Corp • Blank checks
This COMPANY TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 15, 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).
BUSINESS COMBINATION AGREEMENT BY AND AMONG PATHFINDER ACQUISITION CORPORATION, SERVICEMAX, INC., AND STRONGHOLD MERGER SUB, INC. DATED AS OF JULY 15, 2021Business Combination Agreement • July 19th, 2021 • Pathfinder Acquisition Corp • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 15, 2021, is made by and among Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“Pathfinder”), ServiceMax, Inc., a Delaware corporation (the “Company”) and Stronghold Merger Sub, Inc., a Cayman Islands exempted company incorporated with limited liability and wholly-owned subsidiary of the Company (“Stronghold Merger Sub”). Pathfinder, Stronghold 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.
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT BY AND AMONG SERVICEMAX, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF JULY 15, 2021Registration and Shareholder Rights Agreement • July 19th, 2021 • Pathfinder Acquisition Corp • Blank checks • Delaware
This 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 July 15, 2021, is made by and among:
SUBSCRIPTION AGREEMENTSubscription Agreement • July 19th, 2021 • Pathfinder Acquisition Corp • Blank checks • New York
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 (“PFDR”), ServiceMax Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among PFDR, the Company, and Stronghold Merger Sub, a Cayman Islands exempted corporation (“Stronghold Merger Sub”), pursuant to which, among other things, (i) Stronghold Merger Sub will merge with and into PFDR (the “Merger”), with PFDR as the surviving company in the Merger and, after giving effect to such Merger, becoming a wholly-owned subsidiary of the Company and (ii) promptly following the Closing (as defined herein), PFDR will merge with and into
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
