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).
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.
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:
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
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
