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”).
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.
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).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • October 4th, 2022 • Pathfinder Acquisition Corp • Services-prepackaged software
This SPONSOR LETTER AGREEMENT (this “Agreement”) is entered into as of October 3, 2022, by and among Movella 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 through Section 7 (solely in respect of his or her respective representations, warranties and covenants 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 Company,
