UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Pathfinder Acquisition Corporation

(Name of Subject Company (Issuer))

FP Credit Partners II, L.P. (Offeror)

FP Credit Partners Phoenix II, L.P. (Offeror)

(Name of Filing Persons (identifying status as offeror, issuer or other person))

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G04119106

(CUSIP Number of Class of Securities)

Steve Eisner

Francisco Partners

1114 Avenue of the Americas, 15^th Floor

New York, NY 10036

Tel: 646-434-1343

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies of communications to:

Ryan D. Maierson, Esq.

Erika L. Weinberg, Esq.

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

Tel: (212) 906-1200

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

SCHEDULE TO

This Tender Offer Statement on Schedule TO (this “Schedule TO”) is being filed by FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P. (the “Offerors”). This Schedule TO relates to an offer (the “Offer”) by the Offerors to purchase up to 7,500,000 outstanding Class A ordinary shares of Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (the “Company”), with a nominal or par value of $0.0001 each per share (the “Class A Shares”), at the tender offer price of $10.00 in cash per Class A Share, without interest on the purchase price and less any applicable withholding taxes, upon the terms and subject to the conditions described in the Offer to Purchase (as defined below) and in the related Letter of Transmittal, dated December 5, 2022 (as it may be amended or supplemented from time to time, the “Letter of Transmittal”). Each Class A Share was sold in the Company’s initial public offering, which closed on February 19, 2021 (the “IPO”), pursuant to a prospectus dated February 16, 2021, as part of a unit (each, a “Unit”), each of which contained one Class A Share and one-fifth of one redeemable warrant (the “Public Warrants”). The Offer is subject to the terms and conditions set forth in the Offer to Purchase, dated December 5, 2022 (the “Offer to Purchase”), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the related Letter of Transmittal, a copy of which is filed herewith as Exhibit (a)(1)(B).

This Schedule TO is intended to satisfy the reporting requirements of Rule 14d-1 under the Securities Exchange Act of 1934, as amended. The information in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference as set forth below.

The Offer is being made pursuant to the Commitment Letter, dated as of October 3, 2022, among the Company, Movella Inc., a Delaware corporation (“Movella”), Motion Merger Sub, Inc., a Delaware corporation, and FP Credit Partners, L.P., on behalf of certain of its managed funds, affiliates, financing parties or investment vehicles, a copy of which is attached hereto as Exhibit (b)(ii).

Item 1. Summary Term Sheet.

The information set forth in the section of the Offer to Purchase entitled “Summary” is incorporated herein by reference.

Item 2. Subject Company Information.

(a)    Name and Address. The name of the issuer is Pathfinder Acquisition Corporation. The Company’s principal executive offices are located at 1950 University Avenue, Suite 350, Palo Alto, CA 94303. The Company’s telephone number is (650) 321-4910.

(b)    Securities. The subject securities include the Company’s Class A Shares. According to the Company, as of the close of business on December 2, 2022, there were 32,500,000 Class A Shares issued and outstanding.

(c)    Trading Market and Price. The information set forth in the section of the Offer to Purchase entitled “The Offer—6. Price Range of Class A Shares” is incorporated herein by reference.

The Class A Shares are listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “PFDR.”

Item 3. Identity and Background of Filing Person.

(a)    Name and Address. The name of the filing persons are FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P. The business address and telephone of the Offerors is Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands and 646-434-1343. As of December 5, 2022, neither FP Credit Partners II, L.P. nor FP Credit Partners Phoenix II, L.P. beneficially own any Class A Shares or Public Warrants.

(b) Business and Background of Filing Person. The principal business of both FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P., is to make investments in technology and technology-enabled companies.

(c) Not applicable.

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Item 4. Terms of the Transaction.

(a)    Material Terms. The information set forth in the section of the Offer to Purchase entitled “The Offer” is incorporated herein by reference.

Item 5. Past Contracts, Transactions, Negotiations and Agreements.

(a)    Agreements Involving the Subject Company’s Securities. The information set forth in the section of the Offer to Purchase entitled “The Offer—8. Transactions and Agreements Concerning the Company’s Securities” is incorporated herein by reference.

(b) Significant Corporate Events. The information in the section of the Offer to Purchase entitled “The Offer—5. Background and Purpose of the Offer” is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a)    Purposes. The information set forth in the section of the Offer to Purchase entitled “The Offer— 5. Background and Purpose of the Offer” is incorporated herein by reference.

(c)    Plans. Except as described in the section of the Offer to Purchase entitled “The Offer —5. Background and Purpose of the Offer,” which is incorporated by reference herein, there are no plans on the part of the Offerors or their affiliates that would result in: (1) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (2) any purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (3) any material change in the present dividend rate or policy, indebtedness or capitalization of the Company; (4) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board, or to change any material term of the employment contract of any executive officer; (5) any other material change in the Company’s corporate structure or business; (6) any class of equity securities of the Company to be delisted from the Nasdaq; or (7) any class of equity securities of the Company becoming eligible for termination of registration under section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 7. Source and Amount of Funds or Other Consideration.

(a)    Source of Funds. The information set forth in the section of the Offer to Purchase entitled “The Offer— 7. Source and Amount of Funds” is incorporated herein by reference.

(b)    Conditions. The information set forth in the section of the Offer to Purchase entitled “The Offer— 9. Conditions; Termination; Waivers; Extensions; Amendments” is incorporated herein by reference.

(d)    Borrowed Funds. The information set forth in the section of the Offer to Purchase entitled “The Offer— 7. Source and Amount of Funds” is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

(a)    Securities Ownership. As of December 5, 2022, neither FP Credit Partners II, L.P. nor FP Credit Partners Phoenix II, L.P. beneficially own any Class A Shares or Public Warrants.

(b)    Securities Transactions. Not applicable.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a)    Solicitations or Recommendations. The information set forth in the section of the Offer to Purchase entitled “The Offer—13. Fees and Expenses” is incorporated herein by reference. The Offerors are not making any recommendation as to whether holders of Class A Shares should tender Class A Shares in the Offer. No later than ten business days from the date of the Offer to Purchase, the Company is required by law to publish, send or give a statement disclosing whether its board of directors either recommends acceptance or rejection of the Offer, expresses no opinion and remains neutral toward the Offer or is unable to take a position with respect to the Offer.

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Item 10. Financial Statements.

(a)    Financial Information. Not applicable.

(b)    Pro Forma Information. Not applicable.

Item 11. Additional Information.

(a)    Agreements, Regulatory Requirements and Legal Proceedings.

(1)    The information set forth in the section of the Offer to Purchase entitled “The Offer— 5. Background and Purpose of the Offer” is incorporated herein by reference.

(2)    None.

(3)    Not applicable.

(4)    Not applicable.

(5)    None.

(c)    Not applicable.

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INDEX TO EXHIBITS

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 5, 2022

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Exhibit (a)(1)(A)

OFFER TO PURCHASE

UP TO 7,500,000 CLASS A ORDINARY SHARES

OF

PATHFINDER ACQUISITION CORPORATION

AT A PURCHASE PRICE OF $10.00 IN CASH PER CLASS A ORDINARY SHARE

FP Credit Partners II, L.P. (“FPCP”) and FP Credit Partners Phoenix II, L.P. (“FPCPP” and, together with FPCP, the “Offerors,” “we,” “us” or “our”), hereby offer to purchase up to 7,500,000 outstanding Class A ordinary shares, $0.0001 par value (“Class A Shares”), of Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (the “Company” or “Pathfinder”), held by persons other than the Offerors or their affiliates, at a purchase price of $10.00 in cash per Class A Share tendered, without interest on the purchase price and less any applicable withholdings taxes. Each of the Class A Shares was sold, together with one-fifth of one redeemable warrant exercisable for one Class A Share (each whole warrant, a “Public Warrant”), as part of the units (the “Units”) issued in the Company’s initial public offering (the “IPO”) pursuant to a prospectus dated February 16, 2021 (the “IPO Prospectus”). The Offerors are making an offer, upon the terms and conditions in this Offer to Purchase (this “Offer to Purchase”) and the related Letter of Transmittal (together with this Offer to Purchase, the “Offer”), including the “odd lot” and proration provisions described in “The Offer, Section 1. General Terms.” The “Offer Period” is the period commencing on December 5, 2022 and ending at 11:59 p.m., Eastern Time, on January 4, 2023, or such later date to which the Offerors may extend the Offer (the “Expiration Date,” and 11:59 p.m., Eastern Time on the Expiration Date, the “Expiration Time”).

Because of the proration and “odd lot” priority provisions described in this Offer to Purchase, fewer than all of the Class A Shares tendered may be purchased if Class A Shares representing more than $75.0 million in value are properly tendered and not properly withdrawn. Class A Shares tendered but not purchased in the Offer, including Class A Shares not purchased because of proration, will be returned to the tendering shareholders at the Offerors’ expense promptly after the expiration of the Offer. See “The Offer, Section 1. General Terms” and “The Offer, Section 2. Procedure for Tendering Class A Shares.”

The Class A Shares are listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “PFDR.” On December 2, 2022, the last reported sales price of the Class A Shares was $9.96. Holders of Class A Shares should obtain current market quotations for the Class A Shares before deciding whether to tender their Class A Shares pursuant to the Offer.

The Offer relates to the Class A Shares, each of which trades through the Depository Trust Company (“DTC”). Any and all outstanding Class A Shares held by persons other than the Offerors and their affiliates are eligible to be tendered pursuant to the Offer. According to the Company, as of the close of business on December 2, 2022, there were 32,500,000 Class A Shares outstanding, all of which were held by persons other than the Offerors and their affiliates.

The Offer is not conditioned upon receipt of financing or any minimum number of Class A Shares being tendered by shareholders but is subject to certain other conditions. See “The Offer, Section 1. General Terms” and “The Offer, Section 9. Conditions; Termination; Waivers; Extensions; Amendments.”

You may tender some or all of your Class A Shares on these terms.

If you elect to tender Class A Shares in response to the Offer, please follow the instructions in this Offer to Purchase and the related documents, including the Letter of Transmittal.

If you tender your Class A Shares, you may withdraw your tendered Class A Shares before the Expiration Time and retain them on their terms by following the instructions herein.

See “The Offer, Section 11. Risk Factors” for a discussion of information that you should consider before tendering Class A Shares in the Offer.

The Offer will commence on December 5, 2022 and end on the Expiration Date.

A detailed discussion of the Offer is contained in this Offer to Purchase. We may amend or terminate the Offer at any time with requisite notice, as further described in this Offer to Purchase. Holders of Class A Shares are strongly encouraged to read this entire package of materials, and the publicly filed information about the Company referenced herein, as well as any supplemental disclosure regarding the Offer before making a decision regarding the Offer.

NONE OF THE OFFERORS, AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, THE DEPOSITARY FOR THE OFFER (“AST” OR THE “DEPOSITARY”), OR D.F. KING & CO. INC., THE INFORMATION AGENT FOR THE OFFER (THE “INFORMATION AGENT”), MAKES ANY RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER CLASS A SHARES. EACH HOLDER OF A CLASS A SHARE MUST MAKE HIS, HER, THEIR OR ITS OWN DECISION AS TO WHETHER TO TENDER SOME OR ALL OF HIS, HER, THEIR OR ITS CLASS A SHARES.

NO LATER THAN TEN BUSINESS DAYS FROM THE DATE OF THIS OFFER TO PURCHASE, THE COMPANY IS REQUIRED BY LAW TO PUBLISH, SEND OR GIVE TO YOU A STATEMENT DISCLOSING WHETHER ITS BOARD OF DIRECTORS EITHER RECOMMENDS ACCEPTANCE OR REJECTION OF THE OFFER, EXPRESSES NO OPINION AND REMAINS NEUTRAL TOWARD THE OFFER OR IS UNABLE TO TAKE A POSITION WITH RESPECT TO THE OFFER. YOU SHOULD CAREFULLY READ THE INFORMATION SET FORTH IN THAT STATEMENT BEFORE YOU TENDER YOUR CLASS A SHARES IN THE OFFER.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Offer or passed upon the merits or fairness of the Offer or the accuracy or adequacy of the disclosure in this Offer to Purchase or the Letter of Transmittal. Any representation to the contrary is a criminal offense.

IMPORTANT PROCEDURES

If you want to tender some or all of your Class A Shares, you must do one of the following before the Expiration Time:

We are not providing for guaranteed delivery procedures. Therefore, shareholders of the Company must allow sufficient time for the necessary tender procedures to be completed during normal business hours of the Depositary.

TO TENDER YOUR CLASS A SHARES, YOU MUST CAREFULLY FOLLOW THE PROCEDURES DESCRIBED IN THIS OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND THE OTHER DOCUMENTS DISCUSSED HEREIN RELATED TO THE OFFER.

THE OFFER RELATES TO THE CLASS A SHARES, EACH OF WHICH TRADES THROUGH DTC. ANY AND ALL OUTSTANDING CLASS A SHARES (OTHER THAN THOSE HELD BY THE OFFERORS AND THEIR AFFILIATES) ARE ELIGIBLE TO BE TENDERED PURSUANT TO THE OFFER. ACCORDING TO THE COMPANY, AS OF THE CLOSE OF BUSINESS ON DECEMBER 2, 2022, THERE WERE 32,500,000 CLASS A SHARES OUTSTANDING, ALL OF WHICH WERE HELD BY PERSONS OTHER THAN THE OFFERORS AND THEIR AFFILIATES.

TABLE OF CONTENTS

We are not making the Offer to holders of Class A Shares in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make the Offer to holders of Class A Shares in any such jurisdiction.

You should rely only on the information contained in this Offer to Purchase and in the Letter of Transmittal to which we have referred you. We have not authorized anyone to provide you with information or to make any representation in connection with the Offer other than those contained in this Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation or gives any information or representation regarding the Offer, you should not rely upon that recommendation, information or representation as having been authorized by us, the Depositary or the Information Agent for the Offer. No later than ten business days from the date of this Offer to Purchase, the Company is required by law to publish, send or give to you a statement disclosing whether its board of directors either recommends acceptance or rejection of the Offer, expresses no opinion and remains neutral toward the Offer or is unable to take a position with respect to the Offer. You should carefully read the information set forth in that statement before you tender your Class A Shares in the Offer. You should not assume that the information provided in the Offer is accurate as of any date other than the date as of which it is shown, or if no date is otherwise indicated, the date as of this Offer to Purchase.

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SUMMARY

Unless otherwise stated in this Offer to Purchase, references to “we,” “our,” “us,” or the “Offerors” refers collectively to FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P. References to the “Company” or “Pathfinder” refer to Pathfinder Acquisition Corporation. You should also carefully consider the information provided under the heading “Risk Factors” beginning on page .

Market Price of the

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QUESTIONS AND ANSWERS

Who is offering to purchase the Class A Shares?

The Offerors are making an offer to buy your Class A Shares.

What is the background and purpose of the Offer?

In connection with the Business Combination Agreement, the Company, Merger Sub, Movella and Francisco Partners entered into the Commitment Letter, pursuant to which Francisco Partners or certain of its affiliates committed $75 million of financing to support the Business Combination. Under the terms of the Commitment Letter, Francisco Partners or its affiliates committed to, among other things, launch the Offer for the purchase of up to $75.0 million of Class A Shares.

What will happen if I do not tender my Class A Shares?

If you do not tender your Class A Shares, you will continue to be a shareholder in the Company. See “Questions and Answers—What will happen in the recently announced Business Combination?” for a description of the treatment of Class A Shares in the Business Combination if you continue to hold your Class A Shares until the Business Combination.

For information regarding the tax consequences relating to the tender of your Class A Shares please see “The Offer, Section 10. Material U.S. Federal Income Tax Consequences” herein.

What will happen in the recently announced Business Combination?

On October 3, 2022, the Company entered into a Business Combination Agreement (as may be amended from time to time, the “Business Combination Agreement”), pursuant to which, among other things, and subject to the terms and conditions contained therein, Pathfinder will domesticate as a corporation incorporated in the State of Delaware (the “Domestication”) and following the Domestication, Merger Sub will merge with and into Movella, with Movella as the surviving company of the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of Pathfinder (the “Merger”). Specifically, in connection with the Domestication, on the date on which the closing of the Business Combination occurs (the “Closing Date”) prior to the time at which the Merger becomes effective (the “Effective Time”), among other things, (i) Pathfinder will be renamed “Movella Holdings Inc.” (“New Movella”), and (ii) each issued and outstanding Class A Share will convert automatically by operation of law, on a one-for-one basis, into one share of common stock, par value $0.00001 per share, of New Movella (“New Movella Common Stock”). At the Effective Time, each share of capital stock of Movella outstanding as of immediately prior to the Effective Time (other than any shares held by dissenting holders of shares of common stock, par value $0.01 per share, of Movella (“Movella Common Stock”) who demand appraisal of such shares and comply with Section 262 of the General Corporation Law of the State of Delaware) will be exchanged for New Movella Common Stock and each outstanding option to purchase shares of Movella Common Stock (“Movella Option”) (whether vested or unvested) will be cancelled and extinguished in exchange for an option to purchase New Movella Common Stock (on an as-converted basis) in each case, under the plan proposed to be adopted in connection with the Stock Incentive Proposal (as defined in the Registration Statement) and subject to the same terms and conditions as applied to the Movella Option immediately prior to the Effective Time (other than those rendered inoperative by the transactions contemplated by the Business Combination Agreement), with the new number of options and exercise price as set forth therein, and based on an implied Movella pre-transaction equity value of $375 million, subject to certain adjustments. The New Movella Common Stock and the New Movella warrants are expected to be listed on Nasdaq.

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What Will Happen If The Offer Is Undersubscribed?

In the event that Class A Shares representing less than $75.0 million in value are properly tendered and not properly withdrawn, subject to the terms and conditions of this Offer, we will purchase all such tendered Class A Shares.

What Happens If Shares Representing More Than $75.0 Million In Value Are Tendered? Will Tendered Shares Be Prorated?

In the event that Class A Shares representing more than $75.0 million in value are properly tendered and not properly withdrawn, we will accept Class A Shares for purchase in the following order of priority:

Therefore, we may not purchase all of the Class A Shares that you tender even if you properly tender and do not properly withdraw them. See “The Offer, Section 1. General Terms.”

If I Own Fewer Than 100 Class A Shares And I Tender All Of My Class A Shares, Will I Be Subject To Proration?

If you own beneficially or of record fewer than 100 Class A Shares in the aggregate, properly tender all of your Class A Shares and do not properly withdraw them before the Expiration Time, and complete the section entitled Odd Lots in the Letter of Transmittal, we will purchase all of your Class A Shares without subjecting them to the proration procedure. See “The Offer, Section 1. General Terms.”

Are There Any Conditions To The Offer?

The Offer is not conditioned upon the receipt of financing or any minimum number of Class A Shares being tendered by shareholders but is subject to a number of conditions that must be satisfied or waived by us prior to the Expiration Time. See “The Offer, Section 1. General Terms” and “The Offer, Section 9. Conditions; Termination; Waivers; Extensions; Amendments.”

What will happen if the Business Combination is not consummated?

If the Company is not able to consummate the Business Combination with Movella nor able to complete another business combination by February 19, 2023 (unless such date is extended in accordance with Pathfinder’s existing amended and restated memorandum and articles of association (the “Existing Governing Documents”)), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Class A Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Class A Shares, which redemption will completely extinguish the rights of the holders of Class A Shares immediately prior to such redemption as shareholders of the Company (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such

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redemption, subject to the approval of the Company’s remaining shareholders and Board of Directors of the Company, liquidate and dissolve, subject in the cases of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable laws.

How many Class A Shares are the Offerors offering to purchase?

The Offerors are offering to purchase up to 7,500,000 of Class A Shares.

What will be the purchase price for the Class A Shares and what will be the form of payment?

The purchase price for the Offer is $10.00 per Class A Share, in cash, without interest on the purchase price and less any applicable withholdings taxes. If you properly tender your Class A Shares in the Offer and the Offer is not terminated, we will pay you the purchase price of $10.00 per Class A Share promptly, subject in the event of proration to the time necessary to determine the applicable proration factor, after the Expiration Date. Under no circumstances will we pay interest on the purchase price, including but not limited to, by reason of any delay in making payment.

Are Public Warrants or Units included in the Offer?

No. The Offer is only for Class A Shares. You may not tender Public Warrants or Units (each Unit consisting of one Class A Share and one fifth of one Public Warrant). If you wish to tender your Class A Shares included in such Units, you must first separate the Class A Shares from the Units prior to tendering your Class A Shares pursuant to the Offer. Upon consummation of the Business Combination, each issued and outstanding whole Public Warrant to purchase Class A Shares will automatically represent the right to purchase one new share of New Movella Common Stock at an exercise price of $11.50 per share, on the terms and conditions set forth in the Pathfinder warrant agreement. If your Units are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must instruct your nominee to do so, or if you hold Units registered in your own name, you must contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, directly and instruct them to do so. If you fail to cause your Class A Shares to be separated in a timely manner before the Offer expires, you will not be able to validly tender such Class A Shares prior to the Expiration Date.

How will the Offerors pay for the Class A Shares?

The Offerors intend to pay the consideration for the Offer using cash on hand.

How long do I have to tender my Class A Shares?

You may tender your Class A Shares pursuant to the Offer until the Offer expires. The Offer will expire at 11:59 p.m., Eastern Time, on January 4, 2023 or such later time and date to which we may extend the Offer.

If a broker, dealer, commercial bank, trust company or other nominee holds your Class A Shares, it is likely such nominee has established an earlier deadline for you to act to instruct such nominee to accept the Offer on your behalf. We urge you to contact your nominee to find out the nominee’s deadline.

We are not providing for guaranteed delivery procedures. Therefore, shareholders of the Company must allow sufficient time for the necessary tender procedures to be completed during normal business hours of the Depositary.

Can the Offer be extended, amended or terminated?

We may elect to extend or amend the Offer for any reason. If we extend the Offer, we will delay the acceptance of any Class A Shares that have been tendered pursuant to the Offer prior to such extension. We can also terminate the Offer under certain circumstances.

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How will I be notified if the Offer is extended or amended?

If the Offer is extended, we will make a public announcement of the extension no later than 9:00 a.m., Eastern Time, on the first business day after the previously scheduled Expiration Date of the Offer. We will announce any amendment to the Offer by making a public announcement of the amendment.

How do I tender my Class A Shares?

If you desire to tender all or any portion of your Class A Shares prior to the Expiration Time, you must do one of the following:

We are not providing for guaranteed delivery procedures. Therefore, shareholders of the Company must allow sufficient time for the necessary tender procedures to be completed during normal business hours of the Depositary.

Until what time can I withdraw previously tendered Class A Shares?

You may withdraw your tendered Class A Shares at any time before the Expiration Time and, unless theretofore accepted for payment by us pursuant to the Offer, you may also withdraw your tendered Class A Shares at any time sixty (60) days after the commencement of the Offer (including after the Expiration Date), which is December 5, 2022, unless theretofore accepted for payment by us pursuant to the Offer.

How do I withdraw Class A Shares previously tendered?

If you hold Class A Shares registered in your own name you must deliver on a timely basis a written notice of your withdrawal to the Depositary at the address appearing on the back cover page of this Offer to Purchase. Your notice of withdrawal must specify your name, the number of Class A Shares to be withdrawn and the name of the registered holder of such Class A Shares. Some additional requirements apply if the Class A Shares to be withdrawn have been delivered to the Depositary or if your Class A Shares have been tendered under the procedure for book-entry transfer set forth in “The Offer, Section 2. Procedure for Tendering Class A Shares.” If your Class A Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact such nominee to withdraw your Class A Shares. It is possible they have an earlier deadline for you to act to instruct them to withdraw Class A Shares on your behalf.

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Has the Company or its board of directors adopted a position on the Offer?

None of the Offerors, the Information Agent, or the Depositary is making any recommendation to you as to whether you should tender or refrain from tendering your Class A Shares pursuant to the Offer. You must make your own decision as to whether to tender your Class A Shares and, if so, how many Class A Shares to tender. In doing so, you should read carefully the information in this Offer to Purchase and the related Letter of Transmittal. No later than ten business days from the date of this Offer to Purchase, the Company is required by law to publish, send or give to you a statement disclosing whether its board of directors either recommends acceptance or rejection of the Offer, expresses no opinion and remains neutral toward the Offer or is unable to take a position with respect to the Offer. You should carefully read the information set forth in that statement before you tender your Class A Shares in the Offer. You should discuss whether to tender your Class A Shares with your own broker or other financial advisor, if any.

Will the Offerors, or any of the Company’s directors and executive officers tender Class A Shares in the Offer?

Neither the Offerors nor any of the Company’s directors and executive officers intend to participate in the Offer.

What is the recent market price for the Class A Shares?

On December 2, 2022, the most recent practicable date prior to the date of this Offer to Purchase, the closing price of the Class A Shares reported on the Nasdaq was $9.96 per Class A Shares. You are urged to obtain current market quotations for the Class A Shares before deciding whether to tender your Class A Shares.

Will I have to pay brokerage fees and commissions if I tender my Class A Shares?

If you are a registered holder of Class A Shares and you tender your Class A Shares directly to the Depositary, you will not incur any brokerage fees or commissions.

If you hold your Class A Shares through a broker, dealer, commercial bank, trust company or other nominee and such nominee will tender Class A Shares on your behalf, such nominee may charge you a fee for doing so. We urge you to consult your nominee to determine whether any charges will apply.

When and how will I receive payment for Class A Shares that I tender pursuant to the Offer?

The Offerors will purchase Class A Shares validly tendered as of the Expiration Date for a purchase price of $10.00 per Class A Share. Class A Shares will only be accepted for purchase pursuant to the Offer after timely receipt by the Depositary of a properly completed and duly executed Letter of Transmittal (or copy thereof), or any Agent’s Message in the case of a book-entry transfer and any other documents required by the Letter of Transmittal.

Upon the terms and subject to the conditions of the Offer, payment for Class A Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payments from the Offerors and transmitting such payments to tendering shareholders whose Class A Shares have been accepted for payment.

Under no circumstances will the Offerors pay interest on the purchase price, including, but not limited to, by reason of any delay in making payment.

See “The Offer, Section 4. Purchase of Class A Shares and Payment of Purchase Price.”

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What are the U.S. federal income tax consequences if I tender my Class A Shares?

The receipt of cash for your tendered Class A Shares generally will be treated, for U.S. federal income tax purposes, as a taxable sale of the Class A Shares so tendered. See “The Offer, Section 10. Material U.S. Federal Income Tax Consequences.”

Whom do I contact if I have questions about the Offer?

For additional information or assistance and to request additional copies of this Offer to Purchase and the Letter of Transmittal and other Offer documents, you may contact D.F. King & Co., Inc., the Information Agent, at the telephone numbers and address set forth on the back cover page of this Offer to Purchase.

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THE BUSINESS COMBINATION

The following is a brief summary of the transactions contemplated in connection with the Business Combination. Any description of the Business Combination in this Offer to Purchase is qualified in all respects by reference to the text of (i) the Business Combination Agreement, dated October 3, 2022, by and among the Company, Movella and Merger Sub (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), which was filed with the SEC on October 31, 2022 as Exhibit 2.1 to the Company’s registration statement on Form S-4 (the “Registration Statement”). As contemplated by the Business Combination Agreement, if approved by the Pathfinder shareholders, Pathfinder will transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware corporation, pursuant to which Pathfinder’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). Following the Domestication, Merger Sub will merge with and into Movella, with Movella as the surviving company of the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of Pathfinder (the “Merger”).

Specifically, in connection with the Domestication, on the date on which the closing of the Business Combination occurs (the “Closing Date”) prior to the Effective Time (as defined below): (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”), and each issued and outstanding Class B ordinary share, par value $0.0001 per share (the “Class B ordinary shares”), of Pathfinder will be converted into one share of common stock, par value $0.00001 per share, of New Movella (the “New Movella Common Stock”); (ii) each issued and outstanding whole warrant to purchase Class A ordinary shares of Pathfinder will automatically represent the right to purchase one share of New Movella Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Pathfinder warrant agreement; (iii) the governing documents of Pathfinder will be amended and restated and become the certificate of incorporation and the bylaws of New Movella as described in the Registration Statement; and (iv) Pathfinder’s name will change to “Movella Holdings Inc.” (“New Movella”). In connection with clauses (i) and (ii) of this paragraph, each issued and outstanding unit of Pathfinder that has not been previously separated into the underlying Class A ordinary shares of Pathfinder and the underlying warrants of Pathfinder prior to the Domestication will be cancelled and will entitle the holder thereof to one share of New Movella Common Stock and one-fifth of one warrant representing the right to purchase one share of New Movella Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Pathfinder warrant agreement.

On the Closing Date, promptly following the consummation of the Domestication, Merger Sub will merge with and into Movella, with Movella as the surviving company in the Merger and, after giving effect to the Merger, Movella will be a wholly owned subsidiary of New Movella (the time that the Merger becomes effective being referred to as the “Effective Time”). In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, each share of Movella Common Stock outstanding as of immediately prior to the Effective Time (other than any shares held by dissenting holders of shares of Movella Common Stock who demand appraisal of such shares and comply with Section 262 of the General Corporation Law of the State of Delaware) will be exchanged for shares of New Movella Common Stock and each outstanding Movella option to purchase a share of Movella Common Stock (a “Movella Option”) (whether vested or unvested) will be cancelled and extinguished in exchange for an option to purchase New Movella Common Stock (on an as-converted basis) in each case, under the plan proposed to be adopted in connection with the Stock Incentive Proposal (as defined in the Registration Statement) and subject to the same terms and conditions as applied to the Movella Option immediately prior to the Effective Time (other than those rendered inoperative by the transactions contemplated by the Business Combination Agreement), with the new number of options and exercise price as set forth therein, and based on an implied Movella pre-transaction equity value of $375 million, subject to certain adjustments.

The Business Combination is expected to close in the first quarter of 2023, subject to the required approval by Pathfinder’s shareholders, delivery of the certain written consents of Movella’s shareholders, funding of the

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amounts required to be funded by Francisco Partners under the Commitment Letter and the fulfillment of other customary closing conditions. The New Movella Common Stock and the New Movella warrants are expected to be listed on Nasdaq.

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THE OFFER

Risks of Participating In the Offer

Participation in the Offer involves a number of risks, including, but not limited to, the risks identified in Section 11 below. Holders should carefully consider these risks and are urged to speak with their personal financial, investment and/or tax advisors as necessary before deciding whether to participate in the Offer. In addition, we strongly encourage you to read this Offer to Purchase in its entirety and review the documents referred to in Sections 8 and 14.

The Offer is to permit holders of Class A Shares to tender outstanding Class A Shares for a purchase price of $10.00 in cash per Class A Share tendered. A holder may tender as few or as many Class A Shares as the holder elects.

If the Offer is oversubscribed as described below, Class A Shares properly tendered and not properly withdrawn will be subject to proration, except for “odd lots.” Except as described herein, withdrawal rights expire at the Expiration Time. Because of the proration provisions of the Offer, not all of the Class A Shares tendered may be purchased if more than $75.0 million in value of Class A Shares are properly tendered and not properly withdrawn. All Class A Shares tendered and not purchased in the Offer, including Class A Shares not purchased because of proration, will be returned to the tendering shareholders at our expense promptly following the Expiration Time.

You may tender some or all of your Class A Shares on these terms. The Offer relates to the Class A Shares, each of which trades through DTC. Any and all outstanding Class A Shares are eligible to be tendered pursuant to the Offer. According to the Company, as of the close of business on December 2, 2022, there were 32,500,000 Class A Shares outstanding, all of which were held by persons other than the Offerors and their affiliates.

If you elect to tender Class A Shares in response to the Offer, please follow the instructions in this Offer to Purchase and the related documents, including the Letter of Transmittal.

If you tender your Class A Shares, you may withdraw your tendered Class A Shares before the Expiration Time and retain them on their terms in accordance with the procedures set forth in “Section 3. Withdrawal Rights.”

The Offer will only be open for a period beginning on December 5, 2022 and ending on the Expiration Date and there will be no subsequent offering period for the offer. We expressly reserve the right, in our sole discretion, at any time or from time to time, prior to the Expiration Time, to extend the period of time during which the Offer is open. There can be no assurance, however, that we will exercise our right to extend the Offer.

If you choose to participate in the Offer, you may tender less than all of your Class A Shares pursuant to the terms of the Offer. The Offer is not conditioned on any minimum number of Class A Shares being tendered.

NONE OF THE OFFERORS, THE DEPOSITARY OR THE INFORMATION AGENT, MAKE ANY RECOMMENDATION AS TO WHETHER TO TENDER CLASS A SHARES. EACH HOLDER OF A CLASS A SHARE MUST MAKE HIS, HER, THEIR OR ITS OWN DECISION AS TO WHETHER TO TENDER SOME OR ALL OF HIS, HER, THEIR OR ITS CLASS A SHARES.

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NO LATER THAN TEN BUSINESS DAYS FROM THE DATE OF THIS OFFER TO PURCHASE, THE COMPANY IS REQUIRED BY LAW TO PUBLISH, SEND OR GIVE TO YOU A STATEMENT DISCLOSING WHETHER ITS BOARD OF DIRECTORS EITHER RECOMMENDS ACCEPTANCE OR REJECTION OF THE OFFER, EXPRESSES NO OPINION AND REMAINS NEUTRAL TOWARD THE OFFER OR IS UNABLE TO TAKE A POSITION WITH RESPECT TO THE OFFER. YOU SHOULD CAREFULLY READ THE INFORMATION SET FORTH IN THAT STATEMENT BEFORE YOU TENDER YOUR CLASS A SHARES IN THE OFFER.

We expressly reserve the right, in our sole discretion, and at any time or from time to time, prior to the Expiration Time, to extend the period of time during which the Offer is open. There can be no assurance, however, that we will exercise our right to extend the Offer. If we extend the Offer, we will give notice of such extension by public announcement no later than 9:00 a.m., Eastern Time, on the first business day after the previously scheduled Expiration Date of the Offer.

If Class A Shares representing more than $75.0 million in value (or such greater value as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn, we will accept Class A Shares for purchase in the following order of priority:

Therefore, we may not purchase all of the Shares that you tender even if you properly tender and do not properly withdraw them.

The term “odd lots” means all Class A Shares tendered by any person (an “Odd Lot Holder”) who owned beneficially or of record a total of fewer than 100 Class A Shares and so certified in the appropriate place on the Letter of Transmittal. To qualify for the odd lot preference, an odd lot holder must tender all Class A Shares owned in accordance with the procedures described in “The Offer, Section 4. Purchase of Class A Shares and Payment of Purchase Price.” Odd lots will be accepted for payment before any proration of the purchase of other tendered Class A Shares. Any Odd Lot Holder wishing to tender all of the shareholder’s Class A Shares in the Offer must complete the section entitled “Odd Lots” in the Letter of Transmittal. See “The Offer, Section 2. Procedure for Tendering Class A Shares.”

In the event that proration of tendered Class A Shares is required, the Offerors will determine the final proration factor promptly after the Expiration Time. Proration for each shareholder tendering Class A Shares (excluding Odd Lot Holders) will be based on the ratio of the number of Class A Shares properly tendered and not properly withdrawn by the shareholder to the total number of Class A Shares properly tendered and not properly withdrawn by all shareholders excluding Odd Lot Holders. The Offerors will announce the results of

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proration by press release promptly after the Expiration Time. Shareholders may obtain such preliminary information from the Information Agent and may be able to obtain such information from their brokers or financial advisors.

All Class A Shares tendered but not purchased in to the Offer, including Class A Shares not purchased because of proration, will be returned to the tendering shareholders at the Offerors’ expense promptly (which, in the event of proration, will not be until a reasonable period after the final proration factor has been calculated) following the Expiration Time.

As described in “Section 10. Material U.S. Federal Income Tax Consequences,” the number of Class A Shares that we will purchase from a shareholder pursuant to the Offer may affect the United States federal income tax consequences to the shareholder of the purchase and, therefore, may be relevant to a shareholder’s decision whether or not to tender Class A Shares. The Letter of Transmittal affords each shareholder who tenders Class A Shares registered in such shareholder’s name directly to the Depositary the opportunity to designate the order of priority in which Class A Shares tendered are to be purchased in the event of proration. In the event the shareholder does not designate the order and fewer than all Class A Shares are purchased due to proration, the Depositary will select the order of Class A Shares purchased.

The Offer is available only for outstanding Class A Shares. The Company has outstanding Units, each consisting of one Class A Shares and one fifth of one Public Warrant. The Units were issued pursuant to the IPO Prospectus. You may tender Class A Shares that are included in Units, but to do so you must first separate such Class A Shares from the Units prior to tendering such Class A Shares.

If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, the Company’s transfer agent, with written instructions to separate such Units into Class A Shares and Public Warrants. This must be completed far enough in advance of the Expiration Date of the Offer to permit the mailing of the Class A Share certificates back to you so that you may then tender into the Offer the certificates received upon the separation of the Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Class A Shares from the Units. Your nominee must send written instructions by facsimile to the Depositary. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant Units and a deposit of an equal number of Class A Shares and Public Warrants. This must be completed far enough in advance of the Expiration Date of the Offer to permit your nominee to tender into the Offer the Class A Shares received upon the separation of the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Class A Shares to be separated in a timely manner before the Offer expires, you will not be able to validly tender such Class A Shares prior to the Expiration Date.

Once separation is executed, to validly tender Class A Shares pursuant to the Offer, a properly completed and duly executed Letter of Transmittal or photocopy thereof, together with any required signature guarantees, must be received by the Depositary at its address set forth on the back cover page of this Offer to Purchase prior to the Expiration Time. The method of delivery of all required documents is at the option and risk of the tendering holders of Class A Shares. If delivery is by mail, the Company recommends registered mail with return receipt requested (properly insured). In all cases, sufficient time should be allowed to assure timely delivery.

In the Letter of Transmittal, the tendering holders of Class A Shares must: (i) set forth his, her, their or its name and address; (ii) set forth the number of Class A Shares tendered; and (iii) set forth the number of the Class A Share certificate(s) representing such Class A Shares.

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Where Class A Shares are tendered by a registered holder of Class A Shares who has completed the box entitled “Special Issuance Instructions” on the Letter of Transmittal, all signatures on the Letters of Transmittal must be guaranteed by an “Eligible Institution.”

An “Eligible Institution” is a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 promulgated under the Exchange Act.

If the Class A Shares are registered in the name of a person other than the signer of the Letter of Transmittal, the Class A Shares must be endorsed or accompanied by appropriate instruments of assignment, in either case signed exactly as the name(s) of the registered owner(s) appear on the Class A Shares, with the signature(s) on the Class A Shares or instruments of assignment guaranteed.

A tender of Class A Shares pursuant to the procedures described below in this Section 2 will constitute a binding agreement between the tendering holder and the Offerors upon the terms and subject to the conditions of the Offer, including the “odd lot” and proration provisions described in “Section 1. General Terms.”

ALL DELIVERIES IN CONNECTION WITH THE OFFER, INCLUDING A LETTER OF TRANSMITTAL AND CLASS A SHARES, MUST BE MADE TO THE DEPOSITARY OR THE BOOK-ENTRY TRANSFER FACILITY.

NO DELIVERIES SHOULD BE MADE TO THE COMPANY, AND ANY DOCUMENTS DELIVERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY OR THE BOOK-ENTRY TRANSFER FACILITY AND THEREFORE WILL NOT BE DEEMED TO BE PROPERLY TENDERED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

BOOK-ENTRY DELIVERY. The Depositary will establish an account for the Class A Shares at DTC for purposes of the Offer, within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC’s system may make book-entry delivery of Class A Shares by causing DTC to transfer such Class A Shares into the Depositary’s account in accordance with DTC’s procedure for such transfer. Even though delivery of Class A Shares may be effected through book-entry transfer into the Depositary’s account at DTC, a properly completed and duly executed Letter of Transmittal (or copy thereof), with any required signature guarantee, or an Agent’s Message (as defined below), and any other required documentation, must in any case be transmitted to and received by the Depositary at its address set forth on the back cover page of this Offer to Purchase prior to the Expiration Time. We are not providing for guaranteed delivery procedures. Therefore, shareholders of the Company must allow sufficient time for the necessary tender procedures to be completed during normal business hours of the Depositary. Delivery of the Letter of Transmittal (or other required documentation) to DTC does not constitute delivery to the Depositary. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC exchanging the Class A Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against the participant. The term “Book-Entry Confirmation” means a timely confirmation of a book-entry transfer of Class A Shares into the Depositary’s account at DTC.

CLASS A SHARES HELD IN STREET NAME. If Class A Shares are held through a direct or indirect DTC participant, such as a broker, dealer, commercial bank, trust company or other financial intermediary, you must instruct that holder to tender your Class A Shares on your behalf. A letter of instructions is included in these materials, and as an exhibit to the Schedule TO. The letter may be used by you to instruct a custodian to tender and deliver Class A Shares on your behalf.

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Unless the Class A Shares being tendered are delivered to the Depositary by 11:59 p.m., Eastern Time, on January 4, 2023 (the Expiration Date) accompanied by a properly completed and duly executed Letter of Transmittal or a properly transmitted Agent’s Message, we may, at our option, treat such tender as invalid. Payment upon tender of Class A Shares will be made only against the valid tender of Class A Shares.

NO GUARANTEED DELIVERY. We are not providing for guaranteed delivery procedures. Therefore, shareholders of the Company must allow sufficient time for the necessary tender procedures to be completed during normal business hours of the Depositary.

All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for purchase of any tenders of Class A Shares will be determined by the Offerors, in their sole discretion, and their determination will be final and binding, subject to the judgment of any court that might provide otherwise. The Offerors reserve the absolute right, subject to the judgment of any court that might provide otherwise, to reject any or all tenders of Class A Shares that they determine are not in proper form or reject tenders of Class A Shares that may, in the opinion of the Offerors’ counsel, be unlawful. The Offerors also reserve the absolute right, subject to the judgment of any court that might provide otherwise, to waive any defect or irregularity in any tender of Class A Shares. Neither the Offerors nor any other person will be under any duty to give notice of any defect or irregularity in tenders, nor will any of them incur any liability for failure to give any such notice.

A tender of Class A Shares made pursuant to any method of delivery set forth herein will also constitute an acknowledgement by the tendering holder of Class A Shares that: (i) the Offer is discretionary and may be extended, modified, suspended or terminated by us as provided herein; (ii) such holder of Class A Shares is voluntarily participating in the Offer; (iii) the future value of the Class A Shares is unknown and cannot be predicted with certainty; (iv) such holder of Class A Shares has read this Offer to Purchase; (v) such holder of Class A Shares has consulted his, her, their or its tax and financial advisors with regard to how the Offer will impact the specific situation of the tendering holder of Class A Shares; (vi) any foreign exchange obligations triggered by the tender of Class A Shares by such holder or receipt of proceeds are solely his, her, their or its responsibility and (vii) regardless of any action that we take with respect to any or all income/capital gains tax, social security or insurance tax, transfer tax or other tax-related items (“Tax Items”) related to the Offer and the disposition of Class A Shares, such holder of Class A Shares acknowledges that the ultimate liability for all Tax Items is and remains his, her, their or its sole responsibility. In that regard, a tender of Class A Shares authorizes us to withhold all applicable Tax Items potentially payable by a tendering holder of Class A Shares. The Offerors’ acceptance for payment of Class A Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering holder of Class A Shares and us upon the terms and subject to certain conditions of the Offer, including the “odd lot” and proration provisions described in “Section 1. General Terms.”

Except as otherwise provided below, all signatures on a Letter of Transmittal by a person residing in or tendering Class A Shares in the United States must be guaranteed by an Eligible Institution. Signatures on a Letter of Transmittal need not be guaranteed if (i) the Letter of Transmittal is signed by the registered holder of the Class A Share(s) tendered therewith and such holder has not completed the box entitled “Special Issuance Instructions” in the Letter of Transmittal or (ii) such Class A Share(s) are tendered for the account of an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal.

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Tenders of Class A Shares made pursuant to the Offer may be rescinded at any time prior to the Expiration Time. If the Offer Period is extended, you may withdraw your tendered Class A Shares at any time until the extended Expiration Time. In addition, tendered Class A Shares that are not accepted by us for purchase any time within sixty (60) days after the commencement of the Offer (including after the Expiration Date), which is December 5, 2022, may thereafter be withdrawn by you until such time as the Class A Shares are accepted by us for purchase.

To be effective, a written notice of withdrawal must be timely received by the Depositary at its address identified on the back cover page of this Offer to Purchase. Any notice of withdrawal must specify the name of the holder who tendered the Class A Shares for which tenders are to be withdrawn and the number of Class A Shares to be withdrawn. If the Class A Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal must be submitted to the Depositary prior to release of such Class A Shares. In addition, such notice must specify the name of the registered holder (if different from that of the tendering holder of Class A Shares) and the serial numbers shown on the particular certificates evidencing the Class A Shares to be withdrawn. Withdrawal may not be cancelled, and Class A Shares for which tenders are withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, Class A Shares for which tenders are withdrawn may be tendered again by following one of the procedures described in Section 2 at any time prior to the Expiration Time.

A holder of Class A Shares desiring to withdraw tendered Class A Shares previously delivered through DTC should contact the DTC participant through which such holder holds his, her, their or its Class A Shares. In order to withdraw previously tendered Class A Shares, a DTC participant may, prior to the Expiration Time, withdraw its instruction previously transmitted through the WARR PTS function of DTC’s ATOP procedures by (i) withdrawing its acceptance through the WARR PTS function or (ii) delivering to the Depositary by mail, hand delivery or fax, a notice of withdrawal of such instruction. The notices of withdrawal must contain the name and number of the DTC participant. A withdrawal of an instruction must be executed by a DTC participant as such DTC participant’s name appears on its transmission through the WARR PTS function to which such withdrawal relates. A DTC participant may withdraw a tendered Class A Shares only if such withdrawal complies with the provisions described in this paragraph.

A holder who tendered his, her, their or its Class A Shares other than through DTC should send written notice of withdrawal to the Depositary specifying the name of the holder of Class A Shares who tendered the Class A Shares being withdrawn. All signatures on a notice of withdrawal must be guaranteed by a Medallion Signature Guarantor; provided, however, that signatures on the notice of withdrawal need not be guaranteed if the Class A Shares being withdrawn are held for the account of an Eligible Institution. Withdrawal of a prior Class A Share tender will be effective upon receipt of the notice of withdrawal by the Depositary. Selection of the method of notification is at the risk of the holder of such Class A Shares and notice of withdrawal must be timely received by the Depositary.

All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Offerors, in their sole discretion, which determination will be final and binding, subject to the judgment of any court that might provide otherwise. Neither the Offerors nor any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give any such notification, subject to the judgment of any court that might provide otherwise.

Upon the terms and subject to the conditions of the Offer, including the “odd lot” and proration provisions described in “Section 1. General Terms,” the Offerors will purchase Class A Shares validly tendered as of the Expiration Date for a purchase price of $10.00 per Class A Share, representing an aggregate purchase price of $75.0 million. In all cases, Class A Shares will only be accepted for purchase pursuant to the Offer after timely

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receipt by the Depositary of a properly completed and duly executed Letter of Transmittal (or copy thereof), or any Agent’s Message in the case of a book-entry transfer and any other documents required by the Letter of Transmittal.

In the event of proration, we will determine the proration factor and pay for those tendered Class A Shares accepted for payment promptly after the Expiration Time. We will announce the final results of any proration and commence payment for Class A Shares purchased promptly after the Expiration Time.

For purposes of the Offer, the Offerors will be deemed to have accepted for purchase, subject to the Odd Lot priority and proration, Class A Shares that are validly tendered and for which tenders are not withdrawn, unless the Offerors give written notice to the holder of Class A Shares of their non-acceptance prior to the Expiration Time.

Upon the terms and subject to the conditions of the Offer, payment for Class A Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payments from the Offerors and transmitting such payments to tendering shareholders whose Class A Shares have been accepted for payment.

Under no circumstances will the Offerors pay interest on the purchase price, including, but not limited to, by reason of any delay in making payment. In addition, if certain events occur, we may not be obligated to purchase Class A Shares in the Offer.

If any tendered Class A Shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer (including those not purchased because of proration), or if Certificates are submitted evidencing more Class A Shares than are tendered, unless a shareholder specified otherwise in the Letter of Transmittal, Certificates evidencing unpurchased Class A Shares will be returned, without expense to the tendering shareholder (or, in the case of Class A Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedure set forth in “Section 2. Procedure for Tendering Class A Shares,” such Class A Shares will be credited to an account maintained at DTC) within a reasonable time after determination of the final proration factor.

We urge holders of Class A Shares who hold Class A Shares through a broker, dealer, commercial bank, trust company or other nominee to consult their nominee to determine whether transaction costs are applicable if they tender Class A Shares through their nominee and not directly to the Depositary.

Pathfinder Acquisition Corporation was incorporated on December 18, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company has neither engaged in any operations nor generated any revenue to date. Based on the Company’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash. On February 19, 2021, the Company consummated its IPO, with each Unit consisting of one Class A Share and one fifth of one Public Warrant.

Each of FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P. is a Cayman Islands Exempted Limited Partnership formed for purposes of investing in technology and technology-enabled companies.

The Company’s principal executive offices are located at 1950 University Avenue, Suite 350, Palo Alto, CA 94303 and the Company’s telephone number is (650) 321-4910. The Offerors’ principal executive offices are located at 1114 Avenue of the Americas, 15^th Floor, New York, NY 10036 and the Offerors’ telephone number is 646-434-1343.

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The Offer is being made to all holders of Class A Shares other than the Offerors and their affiliates. The purpose of the Offer is to comply with Francisco Partners’ obligations under the Commitment Letter in connection with Francisco Partners’ commitments thereunder to provide up to $75.0 million of financing to support the Business Combination.

In connection with the Business Combination Agreement, the Company, Merger Sub, Movella and Francisco Partners entered into the Commitment Letter, pursuant to which Francisco Partners or certain of its affiliates committed $75.0 million of financing to support the Business Combination. Under the terms of the Commitment Letter, Francisco Partners committed (i) to launch the Offer for the purchase of up to $75.0 million of the Class A Shares and (ii) to the extent the total amount tendered and actually purchased upon expiration of the Offer is less than $75.0 million, to purchase from the Company an amount of New Movella Common Stock equal to the difference between $75.0 million and the amount purchased by the Offerors in the Offer (the “Private Placement”), which would occur prior to or substantially concurrently with the closing of the Business Combination. The Class A Shares purchased in the Offer and the shares of New Movella Common Stock purchased in the Private Placement are collectively referred to herein as the “FP Shares.”

Pursuant to the Commitment Letter, on October 14, 2022 (the “NPA Closing Date”) Movella entered into a Note Purchase Agreement (the “NPA”) with certain of its subsidiaries, as guarantors, certain affiliates of Francisco Partners, as purchasers (the “Purchasers”) and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent for the Purchasers. On the NPA Closing Date, Movella issued and the Purchasers purchased $25 million of senior secured notes (the “Pre-Close Facility”), the proceeds of which Movella used on the NPA Closing Date to refinance certain existing debt of Movella and its subsidiaries and pay certain transaction costs and expenses associated with the financing arrangements contemplated by the Commitment Letter, and the balance of which was made available to Movella for working capital, and for other general corporate purposes.

Under the NPA, in exchange for the entry into a non-redemption agreement for the FP Shares, Movella will be deemed to issue to the Purchasers at the closing of the Business Combination $75 million of venture-linked secured notes (the “VLN Facility,” and collectively with the Pre-Close Facility, the Tender Offer, and the Private Placement, the “Transactions”). Pursuant to the VLN Facility, the Company (which will be renamed “Movella Holdings Inc.” upon the consummation of the Business Combination) will have the right, subject to certain exceptions, (i) to cause the holders of the FP Shares to sell all or a portion of their FP Shares at any time and at any price at its sole discretion and (ii) to repurchase all or a portion of the FP Shares, in each case over the life of the VLN Facility, and a percentage of the proceeds (which percentage is a function of when proceeds are generated, based on a predetermined schedule with a sliding scale) of any such sale or repurchase may be applied by Movella as a credit against the principal amount of the VLN Facility upon a voluntary or mandatory prepayment, repayment or refinancing event, in each case, of the VLN Facility in full. If the Business Combination is consummated, the VLN Facility will mature five years after the closing thereof.

If deemed advanced, the VLN Facility will be comprised of the aggregate amount of the proceeds from the Tender Offer and the Private Placement, and would refinance the Pre-Close Facility in full and be available for other general corporate purposes. If the Business Combination is not consummated and the VLN Facility is not deemed issued, the Pre-Close Facility shall continue under modified terms, including a 3-year maturity. Upon the consummation of the Business Combination, the Company will join and become a party to the NPA, and will enter into certain other customary documents in connection with the NPA. The availability of the VLN Facility and the launch of the Offer and, if applicable, the consummation of the Private Placement, are subject to the satisfaction of certain customary conditions and closing conditions (as applicable), including in the case of the VLN Facility, the consummation of the Business Combination.

The NPA also contemplates that, if the Business Combination is consummated and the VLN Facility is deemed issued, Francisco Partners shall have the right, subject to approval of New Movella, to designate one independent director to the board of New Movella to serve until such time as the then extant term of such director

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expires immediately following the VLN Facility having been paid in full. If the Business Combination is not consummated, Francisco Partners shall not have any board designation rights but shall instead be entitled to receive all information provided to members of the Movella board, subject to certain exceptions.

The obligations under the NPA and the other Note Documents (as defined in the NPA) are secured by substantially all of Movella’s and certain of its subsidiaries’ assets and, upon consummation of the Business Combination, will be secured by substantially all of the assets of New Movella. The NPA has certain customary events of default, representations and warranties, and affirmative and negative covenants.

Under the terms of the Commitment Letter, Francisco Partners acted as sole lead arranger and sole lead bookrunner in connection with the Pre-Close Facility and the VLN Facility. Movella paid certain customary fees and expenses in connection with the Transactions on the NPA Closing Date. Pursuant to the Commitment Letter and concurrently with the entry into the NPA, the Company entered into an Equity Grant Agreement (the “Equity Grant Agreement,”) by and among the Company and the Offerors. Pursuant to the Equity Grant Agreement, the Company agreed to grant 1,000,000 shares of New Movella Common Stock to the Offerors on the closing date of the Business Combination, subject to, among other things, the Offerors acquiring $75 million of (i) Pathfinder’s Class A ordinary shares pursuant to the Offer, (ii) New Movella Common Stock pursuant to the Private Placement or (iii) a combination thereof. The Equity Grant Agreement is attached to the Schedule TO as Exhibit (d)(iv) thereto.

The Offerors are giving holders of Class A Shares an opportunity to tender their Class A Shares at $10.00 per share. Only Class A Shares properly tendered at the purchase price, and not properly withdrawn, will be purchased pursuant to the Offer. All Class A Shares tendered and not purchased pursuant to the Offer will be returned to the tendering holders of Class A Shares at our expense promptly following the Expiration Date or the termination of the Offer. See “The Offer, Section 2. Procedure for Tendering Class A Shares.”

Except as set forth in the section entitled “The Business Combination,” this Section 5 and Section 8 hereunder, there are no present plans, proposals or negotiations by the Offerors that relate to or would result in:

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NONE OF THE OFFERORS, THE DEPOSITARY OR INFORMATION AGENT MAKE ANY RECOMMENDATION TO ANY HOLDER OF CLASS A SHARES AS TO WHETHER TO TENDER SOME OR ALL OF THEIR CLASS A SHARES. EACH HOLDER OF CLASS A SHARES MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER THEIR CLASS A SHARES.

NO LATER THAN TEN BUSINESS DAYS FROM THE DATE OF THIS OFFER TO PURCHASE, THE COMPANY IS REQUIRED BY LAW TO PUBLISH, SEND OR GIVE TO YOU A STATEMENT DISCLOSING WHETHER ITS BOARD OF DIRECTORS EITHER RECOMMENDS ACCEPTANCE OR REJECTION OF THE OFFER, EXPRESSES NO OPINION AND REMAINS NEUTRAL TOWARD THE OFFER OR IS UNABLE TO TAKE A POSITION WITH RESPECT TO THE OFFER. YOU SHOULD CAREFULLY READ THE INFORMATION SET FORTH IN THAT STATEMENT BEFORE YOU TENDER YOUR CLASS A SHARES IN THE OFFER.

The Class A Shares are listed on the Nasdaq under the symbol “PFDR.” On December 2, 2022, the last reported sale prices for the Class A Shares was $9.96. The following table sets forth the high and low sales prices for the Class A Shares for the periods shown:

The Offerors intend to pay the consideration for the Offer using cash on hand.

Registration Rights

Concurrently with the execution of the Business Combination Agreement, the Company entered into a registration and shareholder rights agreement (the “Shareholder Rights Agreement”) by and among the Company, Pathfinder Acquisition LLC, a Delaware limited liability company (the “Sponsor”), Movella, Francisco Partners and certain other equityholders of Movella from time to time party thereto (collectively, the “Investors”), to be effective upon the closing of the Business Combination, pursuant to which, among other things, the Investors have been granted certain customary registration rights. The Shareholder Rights Agreement is attached to the Schedule TO as Exhibit (d)(i) thereto.

Pursuant to the Shareholder Rights Agreement, the Sponsor and the Legacy Pathfinder Holders (as defined in the Shareholder Rights Agreement) have agreed that, subject to certain customary exceptions, they will not effect any sale or distribution of New Movella equity securities during the period commencing on the Business Combination Date and ending on the earlier of (a) the date that is three hundred and sixty five (365) days following the Business Combination Date and (b) (i) the first date on which the closing price of the New Movella Common Stock has been greater than or equal to $12.00 per share (as adjusted for share subdivisions, share

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capitalizations, share consolidations, reorganizations, recapitalizations and the like) measured using the daily closing price for any 20 trading days within a 30-trading day period commencing at least one hundred and fifty (150) days after the Business Combination Date or (y) the date on which New Movella completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all New Movella’s shareholders having the right to exchange their New Movella Common Stock for cash, securities or other property. Each other Investor, including Francisco Partners, has agreed that, subject to certain customary exceptions, he, she, or it shall not effect any sale or distribution of New Movella Common Stock (other than any FP Shares) during the period commencing on the Business Combination Date and ending on the date that is one hundred and eighty (180) days following the Business Combination Date.

Support Agreement

On November 14, 2022, concurrently with the execution of the NPA, the Offerors entered into a transaction support agreement with the Company, the Sponsor and Movella (the “FP Transaction Support Agreement”), whereby the Offerors agreed, among other things, (i) be bound by and subject to certain covenants and agreements related to, or in furtherance of, the transactions contemplated by the Business Combination Agreement and the ancillary documents thereto, (ii) vote all equity securities of the Company that the Offerors and their affiliates have or acquire record and beneficial ownership of (the “Subject Securities”), and grant a proxy to the Company (or its applicable designee) to vote such Subject Securities, in each case, in favor of the Business Combination Agreement, the transactions contemplated thereby and certain other proposals to be presented to the shareholders of the Company, (iii) not to directly or indirectly transfer equity securities of the Company on the terms and subject to the conditions set forth in the FP Transaction Support Agreement and (iv) to refrain from redeeming or tendering any Subject Securities. The form of FP Transaction Support Agreement is attached to the Schedule TO as Exhibit (d)(ii) thereto.

Voting Agreement

Subject to and effective as of the date of the consummation of the Business Combination, New Movella, the Sponsor, the Offerors and Movella have agreed to enter into a voting agreement, pursuant to which the Offerors will agree to, among other things, vote all Class A Shares beneficially owned by them in favor of any and all recommendations of the New Movella board. The form of voting agreement is attached to the Schedule TO as Exhibit (d)(iii).

Notwithstanding any other provision of the Offer, we will not accept for payment, purchase or pay for any Class A Shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of and the payment for Class A Shares tendered, subject to the rules under the Exchange Act, if at any time on or after the commencement of the Offer and before the Expiration Time, there has been instituted or is pending any action, suit or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or by any other person, domestic, foreign or supranational, before any court, authority, agency or other tribunal that (i) directly or indirectly challenges or seeks to make illegal, or to delay or otherwise directly or indirectly restrain, prohibit or otherwise affect the making of the Offer or the acquisition of some or all of the Class A Shares pursuant to the Offer or, (ii) in our reasonable judgment and regardless of the circumstances giving rise to the event or events (other than any action or omission to act by us), makes it inadvisable to proceed with the Offer or with acceptance for payment.

The foregoing is for our sole benefit with respect to the Offer and may be asserted by us regardless of the circumstances (other than any action or omission to act by us) giving rise to any condition, and may be waived by us, in whole or in part, in our discretion until the Offer shall have expired or been terminated. However, once the Offer has expired, then all of the conditions to the Offer must have been satisfied or waived. In certain circumstances, if we waive the conditions described above, we may be required to extend the Expiration Date, and if the condition is material, we will promptly disclose our decision whether or not to waive such condition. Any determination by us concerning the events described above will be final and binding on all parties; provided, however, holders of Class A Shares are not foreclosed from challenging such determinations in a court of competent jurisdiction.

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Because of the proration and “odd lot” priority provisions described in this Offer to Purchase, fewer than all of the Class A Shares tendered may be purchased if Class A Shares representing more than $75.0 million in value are properly tendered and not properly withdrawn. Class A Shares tendered but not purchased in the Offer, including Class A Shares not purchased because of proration, will be returned to the tendering shareholders at the Offerors’ expense promptly after the expiration of the Offer. See “The Offer, Section 1. General Terms” and “The Offer, Section 2. Procedure for Tendering Class A Shares.” In the event that we terminate the Offer, all Class A Shares tendered by holders of Class A Shares in connection with the Offer will be returned to such holder of Class A Shares.

Subject to applicable securities laws and the terms and conditions set forth in this Offer to Purchase, we expressly reserve the right (but will not be obligated), at any time or from time to time, prior to the Expiration Time, regardless of whether or not any of the events set forth above shall have occurred or shall have been determined by us to have occurred, to (a) waive any and all conditions of the Offer, (b) extend the Offer or (c) otherwise amend the Offer in any respect. The rights reserved by us in this paragraph are in addition to our rights to terminate the Offer described above. Irrespective of any amendment to the Offer, all Class A Shares previously tendered pursuant to the Offer and not accepted for purchase or withdrawn will remain subject to the Offer and may be accepted thereafter for purchase by us.

If we materially change the terms of the Offer or the information concerning the Offer, we will extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 promulgated under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which a tender offer must remain open following material changes in the terms of the Offer or information concerning the Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information; however, in no event will the Offer remain open for fewer than five business days following such a material change in the terms of, or information concerning, the Offer. If (i) we make any change to increase or decrease the price to be paid for Class A Shares, and (ii) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of an increase or decrease is first published, sent or given to holders of Class A Shares, the Offer will be extended until the expiration of such period for ten business days. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

Pursuant to Exchange Act Rule 14d-1, we have filed the Schedule TO with the SEC which contains additional information with respect to the Offer. The Schedule TO, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner as set forth under “The Offer, Section 14. Additional Information; Miscellaneous” in this Offer to Purchase.

The following is a summary of the material U.S. federal income tax consequences to U.S. Holders and Non-U.S. Holders (each as defined below) of Class A Shares who tender their Class A Shares for cash pursuant to the Offer. The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of the Class A Shares that is for U.S. federal income tax purposes:

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If a beneficial owner of the Class A Shares is not described above as a U.S. Holder and is not an entity or arrangement treated as a partnership or other pass-through entity for U.S. federal income tax purposes, such owner will be considered a “Non-U.S. Holder.” The material U.S. federal income tax consequences applicable specifically to Non-U.S. Holders are described below under the heading “Non-U.S. Holders.”

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, Treasury regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to change or differing interpretations, possibly on a retroactive basis.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances. In particular, this discussion considers only holders that own the Class A Shares as capital assets within the meaning of Section 1221 of the Code, and does not address the potential application of the alternative minimum tax or consequences under the Medicare tax on net investment income. In addition, this discussion does not address the U.S. federal income tax consequences to holders that are subject to special rules, including:

This discussion does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, state, local or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations of a holder of the Class A Shares. Additionally, this discussion does not consider the tax treatment of partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) or other pass-through entities or persons who hold Class A Shares through such entities. If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of the Class A Shares, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership.

We have not sought, and will not seek, a ruling from the IRS as to any U.S. federal income tax consequence described herein. The IRS may disagree with the descriptions herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

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THIS DISCUSSION IS ONLY A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER TO HOLDERS OF CLASS A SHARES. EACH HOLDER OF CLASS A SHARES IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE OFFER, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES.

U.S. Holders

Exchange of Class A Shares Pursuant to the Offer

The exchange of Class A Shares for cash pursuant to the Offer will be a taxable sale of the Class A Shares for U.S. federal income tax purposes. Subject to the discussion below under “Passive Foreign Investment Company Consequences,” a U.S. Holder will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the U.S. Holder’s adjusted tax basis in the Class A Shares. A U.S. Holder’s adjusted tax basis in the Class A Shares generally will equal the U.S. Holder’s acquisition cost of the Class A Shares, and if the U.S. Holder purchased a Unit consisting of Class A Shares and Public Warrants, the cost of such Unit must be allocated between the Class A Shares and the Public Warrants that comprised such Unit based on their relative fair market values at the time of the purchase. Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the Class A Shares exceeds one year. A U.S. Holder must calculate gain or loss separately for each block of Class A Shares exchanged pursuant to the Offer (generally, Class A Shares acquired at the same cost in a single transaction). Long-term capital gain recognized by a non-corporate U.S. Holder may be eligible for reduced rates of tax. The deduction of capital losses is subject to limitations. Special rules may apply to losses realized by a U.S. Holder upon a taxable disposition of Class A Shares if, within a period beginning thirty (30) days before the date of such disposition and ending thirty (30) days after such date, such U.S. Holder has acquired (by purchase or by an exchange on which the entire amount of gain or loss was recognized), or has entered into a contract or option so to acquire, substantially identical stock or securities.

Passive Foreign Investment Company Consequences

A foreign (i.e., non-U.S.) corporation will be classified as a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Because Pathfinder is a blank check company, with no current active business, based upon the composition of its income and assets, Pathfinder believes it likely is classified as a PFIC for U.S. federal income tax purposes. Although Pathfinder’s PFIC status is determined annually, an initial determination that Pathfinder is a PFIC for any taxable year will generally apply for subsequent years to a U.S. Holder who held Class A Shares while Pathfinder was a PFIC, whether or not Pathfinder meets the test for PFIC status in those subsequent years.

If Pathfinder is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of Class A Shares and the U.S. Holder does not or did not make either a timely qualified electing fund (“QEF”) election for Pathfinder’s first taxable year as a PFIC in which the U.S. Holder holds or held (or is deemed to hold) Class A Shares or a mark-to-market election, each as described below, such U.S. Holder generally will be subject to special rules with respect to any gain recognized by the U.S. Holder on its tender of Class A Shares for cash in the Offer. Under these rules:

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A U.S. Holder generally may avoid the PFIC tax consequences described above in respect of Class A Shares tendered for cash in the Offer if it makes or has made and maintained a timely and valid election to treat Pathfinder as a “qualified electing fund” under Section 1295 of the Code for the taxable year that is the first year in the U.S. Holder’s holding period of public shares during which Pathfinder qualified as a PFIC (a “QEF Election”). If a U.S. Holder makes or has made a timely QEF Election, any gain recognized on the Class A Shares in the Offer generally will be treated as capital gain and no additional tax or interest charge will be imposed under the PFIC rules.

Alternatively, a U.S. Holder generally may avoid the PFIC tax consequences described above in respect of Class A Shares if the Class A Shares constitute “marketable stock” and, at the close of the first taxable year in which the U.S. Holder holds or held (or is deemed to hold) Class A Shares makes or has made an election under Section 1296 of the Code (a “mark-to-market election”). If a U.S. Holder makes or has made a timely mark-to-market election, any gain recognized on the Class A Shares in the Offer generally will be taxable as ordinary income.

THE RULES RELATING TO PFICS AND QEF AND MARK-TO-MARKET ELECTIONS ARE COMPLEX AND ARE AFFECTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE. U.S. HOLDERS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE IMPACT OF PFIC STATUS ON THEIR DECISION TO PARTICIPATE IN THE OFFER AND IRS INFORMATION REPORTING OBLIGATIONS WITH RESPECT TO THE OFFER.

Non-U.S. Holders

A Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain or loss attributable to a sale or other disposition of Class A Shares unless such gain or loss is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such holder maintains in the United States) or the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of sale or other disposition and certain other conditions are met (in which case, any gain from United States sources, such as any gain recognized on a disposition of Class A Shares, generally is subject to tax at a 30% rate or a lower applicable tax treaty rate).

Gains that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will be subject to U.S. federal income tax (but not the Medicare contribution tax) at the same regular U.S. federal income tax rates applicable to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes, may also be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.

Backup Withholding and Information Reporting

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In general, information reporting for U.S. federal income tax purposes should apply to the proceeds from sales and other dispositions of Class A Shares by a U.S. Holder to or through a U.S. office of a broker. Payments made (and sales and other dispositions effected at an office) outside the United States will be subject to information reporting in limited circumstances.

In addition, backup withholding of U.S. federal income tax, currently at a rate of 24%, generally will apply to proceeds from sales and other dispositions of Class A Shares by a U.S. Holder who:

A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

We will withhold all taxes required to be withheld by law from any amounts otherwise payable to any holder of Class A Shares, including tax withholding required by the backup withholding rules. Backup withholding is not an additional tax. Rather, the amount of any backup withholding will be allowed as a credit against a U.S. Holder’s or a Non-U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the requisite information is timely furnished to the IRS. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding in their particular circumstances.

You should carefully consider the following risk factors in addition to the other information included in this Offer to Purchase before you decide whether to tender Class A Shares in the Offer. We caution you not to place undue reliance on the forward-looking statements contained in this Offer to Purchase, which speak only as of the date of this Offer to Purchase.

There is no guarantee that your decision whether to tender your Class A Shares in the Offer will put you in a better future economic position.

We can give no assurance as to the price at which a holder of Class A Shares may be able to sell its Class A Shares in the future following the completion of the Offer. Certain events following the closing of an initial business combination involving the Company may cause an increase in the prices of the Class A Shares, which could result in a lower value realized now than you might realize in the future had you not agreed to tender your Class A Shares. Similarly, if you do not tender your Class A Shares, you will bear the risk of ownership of your Class A Shares after the Offer, and there can be no assurance that you can sell your Class A Shares in the future for an amount equal to or greater than the purchase price pursuant to the Offer. You should consult your own individual tax and/or financial advisor for assistance on how this may affect your individual situation. You should consult your own individual tax and/or financial advisor for assistance on how the tender of your Class A Shares may affect your individual situation.

We have retained American Stock Transfer & Trust Company, LLC to act as the Depositary, and D.F. King & Co., Inc. to act as the Information Agent, in each case in connection with the Offer. All deliveries, correspondence and questions sent or presented to the Depositary or the Information Agent relating to the Offer should be directed to the addresses, e-mail addresses or telephone numbers set forth on the back cover page of this Offer to Purchase.

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The Information Agent and the Depositary will receive reasonable and customary compensation for their respective services, will be reimbursed by us for reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws.

We will not pay any fees or commissions to brokers, dealers or other persons (other than fees to the Information Agent as described above) for soliciting tenders of Class A Shares pursuant to the Offer. Holders of Class A Shares holding Class A Shares through a broker, dealer, commercial bank, trust company or other nominee are urged to consult such nominees to determine whether transaction costs may apply if holders of Class A Shares tender Class A Shares through such nominees and not directly to the Depositary. We will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding the Offer and related materials to the beneficial owners of Class A Shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank, trust company or other nominee has been authorized to act as our agent or the agent of the Information Agent or the Depositary for purposes of the Offer.

The Offerors have filed with the SEC a Tender Offer Statement on Schedule TO, of which this Offer to Purchase is a part. This Offer to Purchase does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. The Offerors recommend that holders review the Schedule TO, including the exhibits and the information incorporated by reference in the Schedule TO, and other materials that have been filed by the Company with the SEC before making a decision on whether to accept the Offer.

You can obtain any of the documents incorporated by reference in this Offer to Purchase from the SEC’s website at the address described above. You may also request a copy of these filings, at no cost, by writing or telephoning the Information Agent for the Offer at the telephone numbers and address set forth on the back cover page of this Offer to Purchase.

Each person to whom a copy of this Offer to Purchase is delivered may obtain a copy of any or all of the referenced documents, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents, at no cost. Requests should be directed to the Company’s Chief Financial Officer at:

Pathfinder Acquisition Corporation

1950 University Avenue, Suite 350

Palo Alto, CA 94303

Sincerely,

FP Credit Partners II, L.P.

FP Credit Partners Phoenix II, L.P.

1114 Avenue of the Americas, 15^th Floor

New York, NY 10036

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The Depositary is American Stock Transfer & Trust Company, LLC. The Letter of Transmittal and certificates representing Class A Shares, and any other required documents should be sent or delivered by each holder of Class A Shares or such holder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below.

THE DEPOSITARY FOR THE OFFER IS:

American Stock Transfer & Trust Company, LLC

IF DELIVERING BY MAIL, HAND OR COURIER:

6201 15th Avenue

Brooklyn, New York 11219

Attention: Corporate Actions

CONFIRM BY TELEPHONE:

Telephone: (718) 921-8200

THE INFORMATION AGENT FOR THE OFFER IS:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Attention: Michael Horthman

Toll Free: (866) 207-3626

Banks and Brokers Call: (212) 269-5550

Email: pfdr@dfking.com

Any question or request for assistance may be directed to the Information Agent at the address, phone number or email address listed above.

Requests for additional copies of the Offer to Purchase, the Letter of Transmittal or other documents related to the offer may also be directed to the Information Agent.

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Exhibit (a)(1)(B)

Letter of Transmittal to Tender Class A Ordinary Shares

of

PATHFINDER ACQUISITION CORPORATION

at a Purchase Price of $10.00 in Cash Per Class A Ordinary Share Pursuant to the Offer to Purchase dated December 5, 2022 by

FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P.

The undersigned represents that I (we) have full authority to tender without restriction the certificate(s) listed below. You are hereby authorized and instructed to deliver to the address indicated below (unless otherwise instructed in the boxes in the following page) a check representing a cash payment for Class A ordinary shares, par value $0.0001 per share, of Pathfinder Acquisition Corporation (“PFDR”) (collectively, the “Shares”) tendered pursuant to this Letter of Transmittal, at a price of $10.00 in cash per Share, without interest on the purchase price and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 5, 2022 (as it may be amended or supplemented from time to time, the “Offer to Purchase” and, together with this Letter of Transmittal, as it may be amended or supplemented from time to time, the “Offer”).

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON WEDNESDAY, JANUARY 4, 2023, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”) OR EARLIER TERMINATED.

Method of delivery of the certificate(s) is at the option and risk of the owner thereof.     See Instruction 2.

Mail or deliver this Letter of Transmittal, together with the certificate(s) representing your shares, to:

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Pursuant to the offer of FP Credit Partners II, L.P. (“FPCP”) and FP Credit Partners Phoenix II, L.P. (“FPCPP” and, together with FPCP, “Purchaser”) to purchase up to $75.0 million of outstanding Shares of PFDR, the undersigned encloses herewith and tenders the following certificate(s) representing Shares of PFDR:

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PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

IF YOU WOULD LIKE ADDITIONAL COPIES OF THIS LETTER OF TRANSMITTAL OR ANY OF THE OTHER OFFERING DOCUMENTS, YOU SHOULD CONTACT THE INFORMATION AGENT, D.F. KING AT (866) 207-3626 and pfdr@dfking.com.

You have received this Letter of Transmittal in connection with the offer of FP Credit Partners, II L.P. (“FPCP”) and FP Credit Partners Phoenix II, L.P. (“FPCPP” and, together with FPCP, “Purchaser”), to purchase up to $75.0 million of outstanding Class A ordinary shares, par value $0.0001 per share (the “Shares”), of Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“PFDR”), at a price of $10.00 in cash per Share, without interest on the purchase price and less any applicable withholding taxes, as described in the Offer to Purchase, dated December 5, 2022 (as it may be amended or supplemented from time to time, the “Offer to Purchase” and, together with this Letter of Transmittal, as it may be amended or supplemented from time to time, the “Offer”).

You should use this Letter of Transmittal to deliver to American Stock Transfer & Trust Company (the “Depositary”) Shares represented by share certificates, or held in book-entry form on the books of PFDR, for tender. If you are delivering your Shares by book-entry transfer to an account maintained by the Depositary at The Depository Trust Company (“DTC”), you must use an Agent’s Message (as defined in Instruction 2 below). In this Letter of Transmittal, shareholders who deliver certificates representing their Shares are referred to as “Certificate Shareholders,” and shareholders who deliver their Shares through book-entry transfer are referred to as “Book-Entry Shareholders.”

Delivery of documents to DTC will not constitute delivery to the Depositary.

We are not providing for guaranteed delivery procedures. Therefore, shareholders of the Company must allow sufficient time for the necessary tender procedures to be completed during normal business hours of the Depositary.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

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Ladies and Gentlemen:

The undersigned hereby tenders to FP Credit Partners II, L.P. (“FPCP”) and FP Credit Partners Phoenix II, L.P. (“FPCPP” and, together with FPCP, “Purchaser”), the above-described Class A ordinary shares, par value $0.0001 per share (the “Shares”), of Pathfinder Acquisition Corporation, a Cayman Islands Exempted company incorporated with limited liability (“PFDR”), at a price of $10.00 in cash per Share, without interest on the purchase price and less any applicable withholding taxes, on the terms and subject to the conditions set forth in the Offer to Purchase, receipt of which is hereby acknowledged, and this Letter of Transmittal (as it may be amended or supplemented from time to time, this “Letter of Transmittal” and, together with the Offer to Purchase, as it may be amended or supplemented from time to time, the “Offer”). The undersigned understands that Purchaser reserves the right to transfer or assign, from time to time, in whole or in part, to one or more of its affiliates, the right to purchase the Shares tendered herewith.

On the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), subject to, and effective upon, acceptance for payment and payment for the Shares validly tendered herewith, and not properly withdrawn, prior to the Expiration Date in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser, all right, title and interest in and to all of the Shares being tendered hereby and any and all cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect of such Shares on or after December 5, 2022 (collectively, “Distributions”). In addition, the undersigned hereby irrevocably appoints American Stock Transfer & Trust Company, LLC (the “Depositary”) the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Shares and any Distributions with full power of substitution (such proxies and power of attorney being deemed to be an irrevocable power coupled with an interest in the tendered shares) to the full extent of such shareholder’s rights with respect to such Shares and any Distributions (a) to deliver certificates representing Shares (the “Share Certificates”) and any Distributions, or transfer of ownership of such Shares and any Distributions on the account books maintained by DTC, together, in either such case, with all accompanying evidence of transfer and authenticity, to or upon the order of Purchaser, (b) to present such Shares and any Distributions for transfer on the books of PFDR, and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and any Distributions, all in accordance with the terms and subject to the conditions of the Offer.

The undersigned hereby irrevocably appoints each of the designees of Purchaser the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the full extent of such shareholder’s rights with respect to the Shares tendered hereby which have been accepted for payment and with respect to any Distributions. The designees of Purchaser will, with respect to the Shares and any associated Distributions for which the appointment is effective, be empowered to exercise all voting and any other rights of such shareholder, as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of PFDR’s shareholders, by written consent in lieu of any such meeting or otherwise. This proxy and power of attorney shall be irrevocable and coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, Purchaser accepts the Shares tendered with this Letter of Transmittal for payment pursuant to the Offer. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Shares and any associated Distributions will be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective). Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such Shares and any associated Distributions, including voting at any meeting of shareholders or executing a written consent concerning any matter.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares and any Distributions tendered hereby and, when the same are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Shares, or the

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Share Certificate(s) have been endorsed to the undersigned in blank, or the undersigned is a participant in DTC whose name appears on a security position listing as the owner of the Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares and any Distributions tendered hereby. In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of Purchaser any and all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer and, pending such remittance or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, as determined by Purchaser in its sole discretion.

It is understood that the undersigned will not receive payment for the Shares unless and until the Shares are accepted for payment and until the Share Certificate(s) owned by the undersigned are received by the Depositary at the address set forth above, together with such additional documents as the Depositary may require, or, in the case of Shares held in book-entry form, ownership of Shares is validly transferred on the account books maintained by DTC, and until the same are processed for payment by the Depositary.

IT IS UNDERSTOOD THAT THE METHOD OF DELIVERY OF THE SHARES, THE SHARE CERTIFICATE(S) AND ALL OTHER REQUIRED DOCUMENTS (INCLUDING DELIVERY THROUGH DTC) IS AT THE OPTION AND RISK OF THE UNDERSIGNED AND THAT THE RISK OF LOSS OF SUCH SHARES, SHARE CERTIFICATE(S) AND OTHER DOCUMENTS SHALL PASS ONLY AFTER THE DEPOSITARY HAS ACTUALLY RECEIVED THE SHARES OR SHARE CERTIFICATE(S) (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION (AS DEFINED BELOW)). IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. DELIVERY WILL BE DEEMED EFFECTIVE AND RISK OF LOSS AND TITLE WILL PASS FROM THE OWNER ONLY WHEN RECEIVED BY THE DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that the acceptance for payment by Purchaser of Shares tendered pursuant to one of the procedures described in Section 2 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the purchase price in the name(s) of, and/or return any Share Certificates representing Shares not tendered or accepted for payment to, the registered owner(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price and/or return any Share Certificates representing Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered owner(s) appearing under “Description of Shares Tendered.” In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the purchase price and/or issue any Share Certificates representing Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such Share Certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated herein in the box titled “Special Payment Instructions,” please credit any Shares tendered hereby or by an Agent’s Message and delivered by book-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that Purchaser has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered owner thereof if Purchaser does not accept for payment any of the Shares so tendered.

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SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 4, 5 and 7)

To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price in consideration of Shares accepted for payment are to be issued in the name of someone other than the undersigned or if Shares tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at DTC other than that designated above.

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 4, 5 and 7)

To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Shares Tendered” above.

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IMPORTANT—SIGN HERE

(U.S. Holders Please Also Complete the Enclosed IRS Form W-9)

(Non-U.S. Holders Please Obtain and Complete IRS Form W-8BEN or Other Applicable IRS Form W-8)

Dated:                 , 2022

(Must be signed by registered owner(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered owner(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5. For information concerning signature guarantees, see Instruction 1.)

GUARANTEE OF SIGNATURE(S)

(For use by Eligible Institutions only;

see Instructions 1 and 5)

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed by the registered owner(s) (which term, for purposes of this document, includes any participant in any of DTC’s systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith and such registered owner has not completed the box titled “Special Payment Instructions” or the box titled “Special Delivery Instructions” on this Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Certificates or Book-Entry Confirmations. This Letter of Transmittal is to be completed by shareholders if Share Certificates are to be forwarded herewith. If tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in Section 2 of the Offer to Purchase, an Agent’s Message must be utilized. A manually executed facsimile of this document may be used in lieu of the original. Share Certificates representing all physically tendered Shares, or confirmation of any book-entry transfer into the Depositary’s account at DTC of Shares tendered by book-entry transfer (“Book-Entry Confirmation”), as well as this Letter of Transmittal properly completed and duly executed with any required signature guarantees, or an Agent’s Message in the case of a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Depositary at its address set forth herein prior to the Expiration Date. Please do not send your Share Certificates directly to Purchaser or PFDR.

We are not providing for guaranteed delivery procedures. Therefore, shareholders of the Company must allow sufficient time for the necessary tender procedures to be completed during normal business hours of the Depositary.

A properly completed and duly executed Letter of Transmittal (or facsimile thereof) must accompany each such delivery of Share Certificates to the Depositary.

The term “Agent’s Message” means a message, transmitted through electronic means by DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of this Letter of Transmittal and that Purchaser may enforce such agreement against the participant. The term “Agent’s Message” also includes any hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary’s office.

THE METHOD OF DELIVERY OF THE SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE AND RISK OF LOSS OF THE SHARE CERTIFICATES SHALL PASS ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering shareholders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Shares for payment.

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All questions as to validity, form and eligibility (including time of receipt) of the tender of any Share Certificate hereunder, including questions as to the proper completion or execution of any Letter of Transmittal or other required documents and as to the proper form for transfer of any certificate of Shares, will be determined by Purchaser in its sole and absolute discretion (which may delegate power in whole or in part to the Depositary) which determination will be final and binding. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares or Share Certificate(s) whether or not similar defects or irregularities are waived in the case of any other shareholder. A tender will not be deemed to have been validly made until all defects and irregularities have been cured or waived. Purchaser and the Depositary shall make reasonable efforts to notify any person of any defect in any Letter of Transmittal submitted to the Depositary.

3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed.

4. Partial Tenders (Applicable to Certificate Shareholders Only). If fewer than all the Shares evidenced by any Share Certificate delivered to the Depositary are to be tendered, fill in the number of Shares which are to be tendered in the column titled “Number of Shares Tendered” in the box titled “Description of Shares Tendered.” In such cases, new certificate(s) for the remainder of the Shares that were evidenced by the old certificate(s) but not tendered will be sent to the registered owner, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date. All Shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Share Powers and Endorsements. If this Letter of Transmittal is signed by the registered owner(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) without alteration or any other change whatsoever.

If any Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Shares are registered in the names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of such Shares.

If this Letter of Transmittal or any certificates or share powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to Purchaser of their authority so to act must be submitted.

If this Letter of Transmittal is signed by the registered owner(s) of the Shares listed and transmitted hereby, no endorsements of Share Certificates or separate share powers are required unless payment is to be made to, or Share Certificates representing Shares not tendered or accepted for payment are to be issued in the name of, a person other than the registered owner(s), in which case the Share Certificates representing the Shares tendered by this Letter of Transmittal must be endorsed or accompanied by appropriate share powers, in either case, signed exactly as the name(s) of the registered owner(s) or holder(s) appear(s) on the Share Certificates. Signatures on such Share Certificates or share powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Share(s) listed, the Share Certificate(s) must be endorsed or accompanied by the appropriate share powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear(s) on the Share Certificate(s). Signatures on such Share Certificates or share powers must be guaranteed by an Eligible Institution.

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6. Transfer Taxes. Purchaser will pay any transfer taxes with respect to the transfer and sale of Shares to it or to its order pursuant to the Offer (for the avoidance of doubt, transfer taxes do not include United States federal income or backup withholding taxes). If, however, payment of the purchase price is to be made to, or (in the circumstances permitted hereby) if Share Certificates not tendered or accepted for payment are to be registered in the name of, any person other than the registered owner(s), or if tendered Share Certificates are registered in the name of any person other than the person signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered owner(s) or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificates listed in this Letter of Transmittal.

7. Special Payment and Delivery Instructions. If a check for the purchase price is to be issued, and/or Share Certificates representing Shares not tendered or accepted for payment are to be issued or returned to, a person other than the signer(s) of this Letter of Transmittal or to an address other than that shown in the box titled “Description of Shares Tendered” above, the appropriate boxes on this Letter of Transmittal should be completed. Shareholders delivering Shares tendered hereby or by Agent’s Message by book-entry transfer may request that Shares not purchased be credited to an account maintained at DTC as such shareholder may designate in the box titled “Special Payment Instructions” herein. If no such instructions are given, all such Shares not purchased will be returned by crediting the same account at DTC as the account from which such Shares were delivered.

8. Requests for Assistance or Additional Copies. Questions or requests for assistance may be directed to the Information Agent at the email address or telephone numbers set forth below or to your broker, dealer, commercial bank or trust company. Additional copies of the Offer to Purchase, this Letter of Transmittal and other tender offer materials may be obtained from the Information Agent as set forth below, and will be furnished at Purchaser’s expense.

9. Backup Withholding. Under U.S. federal income tax laws, the Depositary will be required to withhold a portion of the amount of any payments made to certain shareholders pursuant to the Offer. In order to avoid such backup withholding, each tendering shareholder that is a United States person (for U.S. federal income tax purposes), must provide the Depositary with such shareholder’s correct taxpayer identification number (“TIN”) and certify that such shareholder is not subject to such backup withholding by completing the attached Form W-9. Certain shareholders (including, among others, corporations, non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. A tendering shareholder who is a foreign individual or a foreign entity should complete, sign, and submit to the Depositary the appropriate Form W-8. A Form W-8BEN may be obtained from the Depositary or downloaded from the Internal Revenue Service’s website at the following address: http://www.irs.gov. Failure to complete the Form W-9 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary to withhold a portion of the amount of any payments made of the purchase price pursuant to the Offer.

NOTE: FAILURE TO COMPLETE AND RETURN THE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE “IMPORTANT TAX INFORMATION” SECTION BELOW.

10. Waiver of Conditions. Subject to the terms and conditions of the Business Combination Agreement (as defined in the Offer to Purchase) and the applicable rules and regulations of the Securities and Exchange Commission, the conditions of the Offer may be waived by Purchaser in whole or in part at any time and from time to time in its sole discretion.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY EXECUTED FACSIMILE COPY THEREOF) OR AN AGENT’S MESSAGE, TOGETHER WITH SHARE CERTIFICATE(S) OR BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE.

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IMPORTANT TAX INFORMATION

Under United States federal income tax law, a shareholder that is a non-exempt United States person (for U.S. federal income tax purposes) whose tendered Shares are accepted for payment, is required by law to provide the Depositary (as payer) with such shareholder’s correct TIN on Form W-9 below. If such shareholder is an individual, the TIN is such shareholder’s social security number. If the Depositary is not provided with the correct TIN, the shareholder may be subject to penalties imposed by the Internal Revenue Service (“IRS”) and payments that are made to such shareholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding.

If backup withholding applies, backup withholding at the applicable rate (currently at a rate of 24%) will apply on any payments of the purchase price made to the shareholder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may be obtained from the IRS provided that the required information is furnished to the IRS.

Form W-9

To prevent backup withholding on payments that are made to a United States shareholder with respect to Shares purchased pursuant to the Offer or converted in the Merger (as defined in the Offer to Purchase), as applicable, the shareholder is required to notify the Depositary of such shareholder’s correct TIN by completing Form W-9 certifying, under penalties of perjury, (i) that the TIN provided on Form W-9 is correct (or that such shareholder is awaiting a TIN), (ii) that such shareholder is not subject to backup withholding because (a) such shareholder has not been notified by the IRS that such shareholder is subject to backup withholding as a result of a failure to report all interest or dividends, (b) the IRS has notified such shareholder that such shareholder is no longer subject to backup withholding or (c) such shareholder is exempt from backup withholding, and (iii) that such shareholder is a U.S. person.

What Number to Give the Depositary

Each United States shareholder is generally required to give the Depositary its social security number or employer identification number. If the tendering shareholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the shareholder should write “Applied For” in Part I, sign and date the Form W-9. Notwithstanding that “Applied For” is written in Part I, the Depositary apply backup withholding on all payments of the purchase price to such shareholder until a TIN is provided to the Depositary. Such amounts will be refunded to such tendering shareholder if a TIN is provided to the Depositary within 60 days. We note that your Form W-9, including your TIN, may be transferred from the Depositary to the Paying Agent, in certain circumstances.

Please consult your accountant or tax advisor for further guidance regarding the completion of IRS Form W-9, IRS Form W-8BEN, or another version of IRS Form W-8 to claim exemption from backup withholding, or contact the Depositary.

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Under penalties of perjury, I certify that:

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

IMPORTANT TAX INFORMATION

Under current U.S. federal income tax law, a Shareholder who tenders PFDR share certificates that are accepted for exchange may be subject to backup withholding. In order to avoid such backup withholding, the Shareholder must provide the Depositary with such Shareholder’s correct taxpayer identification number and certify that such shareholder is not subject to such backup withholding by completing the attached Form W-9 or appropriate Form W-8. In general, if a shareholder is an individual, the taxpayer identification number is the Social Security number of such individual. If the Depositary is not provided with the correct taxpayer identification number, the Shareholder may be subject to penalties imposed by the Internal Revenue Service.

Certain shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the Depositary that a non-U.S. person qualifies as an exempt recipient, such Shareholder must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status, on the appropriate Form W-8, or successor form. Such statements can be obtained at www.irs.gov.

Failure to provide a Form W-9 or appropriate Form W-8 will not, by itself, cause the PFDR share certificates to be deemed invalidly tendered, but may require the Depositary to withhold a portion of the amount of any payments made pursuant to the Offer. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service.

NOTE: FAILURE TO COMPLETE AND RETURN THE FORM W-9 OR APPROPRIATE FORM W-8 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER.

17

The Depositary for the Offer to Purchase is:

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Any questions or requests for assistance may be directed to the Information Agent at its telephone number and location listed below. Requests for additional copies of this Offer to Purchase and the Letter of Transmittal may be directed to the Information Agent at the address, telephone numbers or email address listed below. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

D.F. KING & CO., INC.

48 WALL STREET, 22ND FLOOR

NEW YORK, NY 10005

ATTENTION: MICHAEL HORTHMAN

SHAREHOLDERS CALL (TOLL-FREE): (866) 207-3626

BANKS AND BROKERS CALL: (212) 269-5550

BY EMAIL: PFDR@DFKING.COM

18

Exhibit (a)(1)(C)

LETTER TO BROKERS, DEALERS,

COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES

of

PATHFINDER ACQUISITION CORPORATION

at a Purchase Price of $10.00 in Cash Per Class A Ordinary Share Pursuant to the Offer to Purchase dated December 5, 2022 by

FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P.

Dated: December 5, 2022

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

Enclosed are the Offer to Purchase dated December 5, 2022 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), which together set forth the offer of FP Credit Partners II, L.P. (“FPCP”) and FP Credit Partners Phoenix II, L.P. (“FPCPP” and, together with FPCP, the “Offeror”), to purchase up to $75.0 million of outstanding Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”) of Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (the “Company” or “Pathfinder”), at a price of $10.00 in cash per Class A Share (the “Purchase Price”), without interest on the purchase price and less any applicable withholding taxes, as described in the Offer to Purchase. The Offer is made solely upon the terms and conditions in the Offer to Purchase and in the Letter of Transmittal. The Offer will be open until 11:59 p.m., Eastern Time, on January 4, 2023, or such later time and date to which the Offeror may extend. The period during which the Offer is open, giving effect to any withdrawal or extension, is referred to as the “Offer Period.” The date and time at which the Offer Period ends is referred to as the “Expiration Time.”

This Offer is being made to all holders of Class A Shares. According to the Company, as of the close of business on December 2, 2022, there were 32,500,000 Class A Shares outstanding. Pursuant to the Offer, the Offeror is offering to purchase up to an aggregate of $75.0 million of Class A Shares at a purchase price of $10.00 in cash per Class A Share tendered for purchase.

The Class A Shares are listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “PFDR.”

Each holder of Class A Shares whose Class A Shares are purchased pursuant to the Offer will receive $10.00 in cash, without interest on the purchase price and less any applicable withholding taxes, for each Class A Share tendered by such holder and purchased. Any holder of Class A Shares that participates in the Offer may tender some or all of its Class A Shares for purchase.

The Offeror reserves the right to redeem any of the Class A Shares, as applicable, pursuant to their current terms at any time, including prior to the completion of the Offer.

THE OFFER IS NOT MADE TO THOSE HOLDERS OF CLASS A SHARES WHO RESIDE IN STATES OR OTHER JURISDICTIONS WHERE AN OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

Enclosed with this letter are copies of the following documents:

The Offer is not conditioned on a minimum number of Class A Shares being tendered. Certain conditions to the Offer are described in the section of the Offer to Purchase entitled “The Offer, Section 9. Conditions; Termination; Waivers; Extensions; Amendments.”

We urge you to contact your clients promptly. Please note that the Offer and withdrawal rights will expire at 11:59 p.m., Eastern Time, on January 4, 2023, unless the offer is extended or earlier terminated.

The Offeror will not pay any fees or commissions to any broker, dealer or other person (other than the Depositary, the information agent, dealer manager and certain other persons, as described in the section of the Offer to Purchase entitled “The Offer, Section 13. Fees and Expenses”) for soliciting tenders of Class A Shares pursuant to the Offer. However, the Offeror will, on request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding copies of the enclosed materials to your clients for whose accounts you hold Class A Shares.

Any questions you have regarding the Offer should be directed to, and additional copies of the enclosed materials may be obtained from, the information agent in the Offer:

The Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Attention: Michael Horthman

Toll Free: (866) 207-3626

Banks and Brokers Call: (212) 269-5550

Email: pfdr@dfking.com

Very truly yours,

FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P.

Nothing contained in this letter or in the enclosed documents shall constitute you or any other person the agent of the Offeror, the Depositary, the dealer manager, the information agent or any affiliate of any of them, or authorize you or any other person to give any information or use any document or make any statement on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.

LETTER TO CLIENTS OF BROKERS, DEALERS,

COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES

Offer to Purchase

at a Purchase Price of $10.00 in Cash Per Class A Ordinary Share

of

PATHFINDER ACQUISITION CORPORATION

Pursuant to the Offer to Purchase dated December 5, 2022 by

FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P.

Dated: December 5, 2022

To Our Clients:

Enclosed for your consideration are the Offer to Purchase dated December 5, 2022 (the “Offer to Purchase), and the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), which together set forth the offer of FP Credit Partners II, L.P. (“FPCP”) and FP Credit Partners Phoenix II, L.P. (“FPCPP” and, together with FPCP, the “Offeror”), to purchase up to $75.0 million of outstanding Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”) of Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (the “Company” or “Pathfinder”), at a price of $10.00 in cash per Class A Share (the “Purchase Price”), without interest on the purchase price and less any applicable withholding taxes, as described in the Offer to Purchase. The Offer is made solely upon the terms and conditions in the Offer to Purchase and in the Letter of Transmittal. The Offer will be open until 11:59 p.m., Eastern Time, on January 4, 2023, or such later time and date to which the Offeror may extend. The period during which the Offer is open, giving effect to any withdrawal or extension, is referred to as the “Offer Period.” The date and time at which the Offer Period ends is referred to as the “Expiration Time.”

This Offer is being made to all holders of Class A Shares. According to the Company, as of the close of business on December 2, 2022, there were 32,500,000 Class A Shares outstanding. Pursuant to the Offer, the Offeror is offering to purchase up to an aggregate of $75.0 million of Class A Shares at a purchase price of $10.00 in cash per Class A Share tendered for purchase.

The Class A Shares are listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “PFDR.”

Each holder of Class A Shares whose Class A Shares are purchased pursuant to the Offer will receive $10.00 in cash, without interest on the purchase price and less any applicable withholding taxes, for each Class A Share tendered by such holder and purchased. Any holder of Class A Shares that participates in the Offer may tender some or all of its Class A Shares for purchase.

The Offeror reserves the right to redeem any of the Class A Shares, as applicable, pursuant to their current terms at any time, including prior to the completion of the Offer.

THE OFFER IS NOT MADE TO THOSE HOLDERS OF CLASS A SHARES WHO RESIDE IN STATES OR OTHER JURISDICTIONS WHERE AN OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

Please follow the instructions in this document and the related documents, including the accompanying Letter of Transmittal, to cause your Class A Shares to be tendered for purchase pursuant to the Offer.

On the terms and subject to the conditions of the Offer, the Offeror will allow the purchase of all Class A Shares properly tendered before the Expiration Date and not properly withdrawn, at a purchase price of $10.00 in cash, without interest on the purchase price and less any applicable withholding taxes, for each Class A Share so tendered.

We or our nominees are the holder of record of Class A Shares held for your account. A tender of such Class A Shares can be made only by us as the holder of record and pursuant to your instructions.

We are sending you the Letter of Transmittal for your information only; you cannot use it to purchase and tender Class A Shares we hold for your account.

Please instruct us as to whether you wish us to tender for purchase any or all of the Class A Shares held by us for your account, on the terms and subject to the conditions of the Offer.

Please note the following:

If you wish to have us tender any or all of your Class A Shares for purchase pursuant to the Offer, please so instruct us by completing, executing, detaching and returning to us the attached Instructions Form. If you authorize us to tender your Class A Shares, we will tender for purchase all of your Class A Shares unless you specify otherwise on the attached Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit a tender on your behalf before the Expiration Date. Please note that the Offer and withdrawal rights will expire at 11:59 p.m., Eastern Time, on January 4, 2023, unless the offer is extended or earlier terminated.

Neither the board of directors of the Company, the Company nor any of its management, its board of directors, the dealer manager, the information agent, or the Depositary for the Offer is making any recommendation as to whether holders of Class A Shares should tender Class A Shares for purchase in the Offer. The Company has not authorized any person to make any recommendation. You should carefully evaluate all information in the Offer to Purchase and in the Letter of Transmittal, and should consult your own investment and tax advisors. You must decide whether to have your Class A Shares tendered and, if so, how many Class A Shares to have tendered. In doing so, you should read carefully the information in the Offer to Purchase and in the Letter of Transmittal.

Instructions Form

Offer To Purchase Up to 7,500,000 Class A Ordinary Shares

Par Value $0.0001 Per Share

Of

PATHFINDER ACQUISITION CORPORATION

At A Purchase Price Of $10.00 In Cash Per Class A Ordinary Share

The undersigned acknowledges receipt of your letter and the enclosed Offer to Purchase dated December 5, 2022 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), which together set forth the offer of FP Credit Partners II, L.P. (“FPCP”) and FP Credit Partners Phoenix II, L.P. (“FPCPP” and, together with FPCP, the the “Offeror”), to purchase up to $75.0 million of outstanding Class A ordinary shares, par value $0.0001 per share (“Class A Shares”) of Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (the “Company” or “Pathfinder”), at a price of $10.00 in cash per Class A Share (the “Purchase Price”), without interest on the purchase price and less any applicable withholding taxes, as described in the Offer to Purchase.

The undersigned hereby instructs you to tender for purchase the number of Class A Shares indicated below or, if no number is indicated, all Class A Shares you hold for the account of the undersigned, on the terms and subject to the conditions set forth in the Offer to Purchase and in the Letter of Transmittal.

By participating in the Offer, the undersigned acknowledges that: (i) the Offer is made solely only upon the terms and conditions in the Offer to Purchase and in the Letter of Transmittal; (ii) the Offer will be open until 11:59 p.m., Eastern Time, on January 4, 2023, unless the offer is extended or earlier terminated (the period during which the Offer is open, giving effect to any withdrawal or extension, is referred to as the “Offer Period”); (iii) the Offer is established voluntarily by the Offeror, it is discretionary in nature, and it may be extended, modified, suspended or terminated by the Offeror as provided in the Offer to Purchase; (iv) the undersigned is voluntarily participating in the Offer and is aware of the conditions of the Offer; (v) the future value of Class A Shares is unknown and cannot be predicted with certainty; (vi) the undersigned has received and read the Offer to Purchase and the Letter of Transmittal; and (vii) regardless of any action that the Offeror takes with respect to any or all income/capital gains tax, social security or insurance, transfer tax or other tax-related items (“Tax Items”) related to the Offer and the disposition of Class A Shares, the undersigned acknowledges that the ultimate liability for all Tax Items is and remains the responsibility solely of the undersigned. In that regard, the undersigned authorizes the Offeror to withhold all applicable Tax Items legally payable by the undersigned.

Number of Class A Shares to be tendered by you for the account of the undersigned:

4

Exhibit (a)(1)(D)

This announcement is neither an offer to buy nor a solicitation of an offer to sell securities. Such offer is being made solely by the Offer to Purchase (as defined below) provided to shareholders of record and is not being made to, and tenders will not be accepted from or on behalf of, shareholders residing in any state in which making or accepting the offer would violate that jurisdiction’s laws. In those jurisdictions where the securities, Blue Sky, or other laws require the offer to be made by a licensed broker or dealer, the offer shall be deemed to be made on behalf of the Purchasers (as defined below) only by one or more registered dealers licensed under the laws of such jurisdiction.

NOTICE OF OFFER TO PURCHASE FOR CASH:

Up to 7,500,000 Class A Ordinary Shares of

PATHFINDER ACQUISITION CORPORATION

at a price of $10.00 per Share

by: FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P.

FP Credit Partners II, L.P. (“FPCP”) and FP Credit Partners Phoenix II, L.P. (“FPCPP” and, together with FPCP, the “Purchasers”) are offering to purchase for cash up to 7,500,000 Class A ordinary shares, par value $0.0001 per share, (the “Class A Shares”) of Pathfinder Acquisition Corporation, a Cayman Islands Exempted company incorporated with limited liability (the “Company”) at a price of $10.00 in cash per Class A Share (the “Purchase Price”), without interest on the purchase price and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Purchasers’ Offer to Purchase, dated December 5, 2022 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal, dated December 5, 2022 (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer” and the “Tender Offer Documents”). THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON JANUARY 4, 2023, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE,” AND 11:59 P.M. ON THE EXPIRATION DATE, THE “EXPIRATION TIME”) OR EARLIER TERMINATED.

On December 2, 2022, the last reported sales price of the Class A Shares was $9.96. According to the Company, as of the close of business on December 2, 2022, there were 32,500,000 Class A Shares outstanding, all of which were held by persons other than the Purchasers and their affiliates.

Funding for the purchase of the Class A Shares will be provided through the Purchasers’ available cash on hand. The Offer is not being made for the purpose of acquiring or influencing control of the business of the Company. The Offer will expire at 11:59 p.m., Eastern Time, on January 4, 2023, unless and until the Purchasers, in their sole discretion, shall have extended the Expiration Date. The Purchasers will not provide a “subsequent offering period” (as defined under the Exchange Act (as defined below)) following the Expiration Date. If the Purchasers make a material change in the terms of the Offer, or if they waive a material condition to the Offer, the Purchasers will extend the Offer and disseminate additional tender offer materials to the extent required by Rules 14d-4(d)(1) and 14d-6(d) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The minimum period during which the Offer must remain open following any material change in the terms of the Offer is generally 10 business days to allow for adequate dissemination to shareholders. Accordingly, if prior to the Expiration Date, the Purchasers increase (other than increases of not more than two percent of the outstanding Class A Shares) or decrease the number of Class A Shares being sought, or increase or decrease the consideration offered pursuant to the Offer, and if the Offer is scheduled to expire at any time earlier than the period ending on the tenth business day from the date that notice of such increase or decrease is first published, sent or given to shareholders, the Offer will be extended at least until the expiration of such tenth business day. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through midnight, Eastern Time.

Shareholders wishing to tender Class A Shares must follow the procedures set forth in the Offer to Purchase and in the related Letter of Transmittal.

Upon the terms and subject to the conditions of the Offer, the Purchasers will accept for payment and pay the Purchase Price for Class A Shares accepted for payment pursuant to the Offer promptly after the Expiration Date. In all cases, payment for Class A Shares tendered and accepted for payment pursuant to the Offer will be made promptly, subject to possible delay in the event of proration, but only after timely receipt by the Depositary of:

(i) certificates for Class A Shares or a timely book-entry confirmation of the deposit of Class A Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase); (ii) a properly completed and duly executed Letter of Transmittal (or manually signed facsimile of the Letter of Transmittal), including any required signature guarantee (or, in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal); and (iii) any other required documents. Under no circumstances will the Purchasers pay interest on the purchase price, regardless of any extension of the Offer or any delay in making payment for the Class A Shares.

Tenders of Class A Shares made pursuant to the Offer are irrevocable, except that shareholders who tender their Class A Shares in response to the Offer will have the right to withdraw their tendered Class A Shares at any time prior to the Expiration Time by sending to American Stock Transfer and Trust Company, LLC (the “Depositary”) at one of its addresses listed on the back cover of the Offer to Purchase, a written notice of withdrawal specifying the name of the person who tendered Class A Shares for which tenders are to be withdrawn, the number of Class A Shares to be withdrawn and the name of the registered holder of such Class A Shares. If Class A Shares have been tendered pursuant to the procedure for book entry transfer as set forth in Section 2—“Procedure for Tendering Class A Shares” of the Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at The Depository Trust Company to be credited with the withdrawn Class A Shares. See Section 3—“Withdrawal Rights” of the Offer to Purchase. If tendering shareholders tender more than the number of Class A Shares that the Purchasers seek to purchase pursuant to the Offer for those Class A Shares, the Purchasers will first purchase all “odd lots” of less than 100 Class A Shares from shareholders who properly tender all of their Class A Shares and who do not properly withdraw them before the Expiration Time, and after purchasing such “odd lots,” will purchase Class A Shares from all other shareholders who properly tender Class A Shares and who do not properly withdraw them before the Expiration Time, on a pro rata basis, with appropriate adjustments to avoid purchases of fractional shares, until the Purchasers have acquired Class A Shares representing $75.0 million in value.

The Purchasers will determine all questions as to the form and validity, including time of receipt, of any notice of withdrawal, in their sole discretion, which determination will be final and binding on all parties, subject to a stockholder’s right to challenge the Purchasers’ determination in a court of competent jurisdiction. None of the Purchasers, the Depositary, D.F. King & Co., Inc., the Information Agent for the Offer (the “Information Agent”), or any other person will be obligated to give notice of any defects or irregularities in any notice of withdrawal, nor will any of the foregoing incur any liability for failure to give any such notification.

The exchange of Class A Shares for the Purchase Price pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes. See Section 10—“Material United States Federal Income Tax Consequences” of the Offer to Purchase for a more detailed discussion of the tax treatment of the Offer. Each holder of Class A Shares should consult with its tax advisor as to the particular tax consequences to such holder of exchanging Class A Shares for cash in the Offer.

The terms of the Offer are more fully set forth in the formal Tender Offer Documents which are available from the Purchasers at the Purchasers’ expense. The Tender Offer Documents contain terms and conditions and the information required by Rule 14d-6(d)(1) under the Exchange Act, which are incorporated herein by reference. The Tender Offer Documents contain important information, including tax information, which should be read carefully before any decision is made with respect to the Offer.

None of the Purchasers, the Depositary or the Information Agent for the Offer, makes any recommendation as to whether you should tender Class A Shares. Each holder of a Class A Share must make his, her, their or its own decision as to whether to tender some or all of his, her, their or its Class A Shares.

The Purchasers have requested the Company’s list of holders of Class A Shares and security position listings for the purpose of disseminating the Offer to holders of Class A Shares. Copies of the Offer to Purchase and the related Letter of Transmittal will be mailed to record and beneficial holders of Class A Shares whose names appear on the Company’s list of holders of Class A Shares and will be furnished, for subsequent transmittal to beneficial owners of Class A Shares, to brokers, banks and similar persons whose name appears or whose nominee appears on the Company’s list of holders of Class A Shares or, if applicable, who are listed as participants in a clearing agency’s security position listing. The Offer is explained in detail in those materials.

For copies of the Tender Offer Documents, call the Information Agent at (866) 207-3626 (toll free) or banks and brokers call (212) 269-5550, make a written request addressed to 48 Wall Street, 22nd Floor, New York, NY 10005, Attn: Michael Horthman, or email to pfdr@dfking.com.

THE DEPOSITARY FOR THE OFFER IS:

American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, New York 11219

Attention: Corporate Actions

Telephone: (718) 921-8200

THE INFORMATION AGENT FOR THE OFFER IS:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Attention: Michael Horthman

Toll Free: (866) 207-3626

Banks and Brokers Call: (212) 269-5550

Email: pfdr@dfking.com

December 5, 2022

Exhibit (a)(5)(A)

FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P. Commence Tender Offer for up to 7,500,000 Class A Ordinary Shares of Pathfinder Acquisition Corporation

NEW YORK, December 5, 2022 - FP Credit Partners II, L.P. (“FPCP”) and FP Credit Partners Phoenix II, L.P. (“FPCPP” and together with FPCP, the “Purchasers”) have commenced a cash tender offer to purchase up to an aggregate of 7,500,000 Class A Ordinary shares, $0.0001 par value per share (each, a “Class A Share”), of Pathfinder Acquisition Corporation, a Cayman Islands Exempted company incorporated with limited liability (NASDAQ: PFDR) (the “Company”), at a price of $10.00 in cash per Class A Share, without interest on the purchase price and less any applicable withholding taxes. Each of the Class A Shares was sold, together with one-fifth of one redeemable warrant exercisable for one Class A Share, as part of the units issued in the Company’s initial public offering pursuant to a prospectus dated February 16, 2021. Beginning on April 9, 2021, holders of the units sold in the Company’s initial public offering were able to elect to separate the units into their component parts and begin trading the Class A Shares and warrants separately. The Purchasers are making an offer, upon the terms and subject to the conditions set forth in the Purchasers’ Offer to Purchase, dated December 5, 2022 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal, dated December 5, 2022 (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”). THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON JANUARY 4, 2023, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE,” AND 11:59 P.M. ON THE EXPIRATION DATE, THE “EXPIRATION TIME”) OR EARLIER TERMINATED.

The Offer is subject to customary closing conditions. There is no financing condition to the Offer.

Holders interested in tendering their Class A Shares must do so in accordance with the procedures set forth in the Offer to Purchase. Complete terms and conditions of the Offer are set forth in the Offer to Purchase, Letter of Transmittal and other related materials, which are being filed today by the Purchasers with the Securities and Exchange Commission (the “SEC”).

Copies of the Offer to Purchase, Letter of Transmittal and other related materials are available free of charge from D.F. King & Co., Inc., the information agent for the Offer. Questions regarding the Offer and requests for assistance in connection with the Offer may be directed to D.F. King by contacting (866) 207-3626 (toll free). Banks and brokers may contact D.F. King at (212) 269-5550. American Stock Transfer & Trust Company, LLC is acting as depositary for the Offer.

About Francisco Partners

Francisco Partners is a leading global investment firm that specializes in partnering with technology and technology-enabled businesses. Since its launch over 20 years ago, Francisco Partners has invested in more than 400 technology companies, making it one of the most active and longstanding investors in the technology industry. With approximately $45 billion in capital raised, the firm invests in opportunities where its deep sectoral knowledge and operational expertise can help companies realize their full potential. For more information on Francisco Partners, please visit www.franciscopartners.com.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this release. You should carefully consider these and other uncertainties described in the Offer to Purchase and the other tender offer documents that have been or will be delivered to you or filed by the Purchasers with the SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements. None of the Purchasers or any of their affiliates give any assurance that they will achieve their expectations. The inclusion of any statement in this press release does not constitute an admission by the Purchasers, their affiliates or any other person that the events or circumstances described in such statement are material.

No Offer or Solicitation

This press release is provided for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that the Purchasers are filing today (or that the Company will file) with the SEC, including among other materials a tender offer statement on Schedule TO containing the Offer to Purchase, the Letter of Transmittal, and other materials relating to the Offer. HOLDERS OF CLASS A SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR CLASS A SHARES. The Offer to Purchase and related Letter of Transmittal will be made available free of charge at the SEC’s website at www.sec.gov.

Contacts

Whit Clay

Sloane & Company

wclay@sloanepr.com

917-601-6012

Exhibit (b)(i)

NEITHER THIS NOTE PURCHASE AGREEMENT NOR THE NOTES ISSUED HEREUNDER HAVE BEEN REGISTERED PURSUANT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED PURSUANT TO ANY APPLICABLE STATE SECURITIES LAW OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE NOTES ISSUED UNDER THIS NOTE PURCHASE AGREEMENT MAY BE RESOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT AND QUALIFIED PURSUANT TO APPLICABLE STATE SECURITIES LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION IS AVAILABLE, EXCEPT UNDER CIRCUMSTANCES WHERE NEITHER SUCH REGISTRATION, QUALIFICATION OR EXEMPTION IS REQUIRED BY LAW. THE NOTES ISSUED UNDER THIS NOTE PURCHASE AGREEMENT MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS SET FORTH IN THIS NOTE PURCHASE AGREEMENT, AND, IN ADDITION, EACH PERSON OR ENTITY THAT ACQUIRES OR ACCEPTS ANY NOTE ISSUED UNDER THIS NOTE PURCHASE AGREEMENT BY SUCH ACQUISITION OR ACCEPTANCE AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH IN THIS NOTE PURCHASE AGREEMENT, AND FURTHER ACKNOWLEDGES AND AGREES TO THE PROVISIONS SET FORTH HEREIN AND THEREIN.

THE NOTES HEREUNDER HAVE BEEN OR WILL BE ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF SUCH NOTES MAY BE OBTAINED FROM THE ISSUER BY CONTACTING: MOVELLA INC., 2570 NORTH FIRST STREET, SUITE 300, SAN JOSE, CA 95131 ATTN: CHIEF FINANCIAL OFFICER, E-MAIL: INVESTORS@MOVELLA.COM.

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 Secured Notes

TABLE OF CONTENTS

Page

SCHEDULES

EXHIBITS

NOTE PURCHASE AGREEMENT

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”).

WHEREAS, in connection with that certain Business Combination Agreement, dated as of October 3, 2022 (the “BCA Signing Date”) (together with the schedules and exhibits thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement, the “BCA”), by and among the Issuer, Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“PFDR”), and on and after the Domestication (as defined in the BCA), Movella Holdings Inc., a Delaware corporation (the “Acquiror”) and Motion Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Acquiror (“Merger Sub”), among other things, Merger Sub intends to merge with, and into, the Issuer (the “Merger”), with the Issuer surviving the Merger as a wholly-owned subsidiary of the Acquiror;

WHEREAS, on the date hereof, the FP Purchasers have entered into that certain transaction support agreement attached hereto as Exhibit H and PFDR and the FP Purchasers have entered into that certain Equity Grant Agreement; and

WHEREAS, the Issuer has proposed to (a) issue and sell to the Purchasers, and the Purchasers have agreed to purchase, on the Closing Date, Pre-Merger Senior Secured Notes, in an aggregate original principal amount of $25,000,000, and (b) make an issuance and deemed sale to the Purchasers, and the Purchasers have agreed to make a deemed purchase of, on the Merger Closing Date, Venture-Linked Senior Secured Notes, in an aggregate original principal amount of $75,000,000, in each case, in the amounts and for the consideration (including via a deemed purchase, as applicable), as set forth on Schedule I and upon the terms and conditions hereinafter provided.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“2022 NPA” means that certain Note Purchase Agreement dated as of March 8, 2022, among the Issuer and the investors listed on Schedule A attached thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time in a manner permitted by Section 8.12.

“2022 Note Documents” means the 2022 NPA and the Notes (as defined in the 2022 NPA) issued thereunder.

“ABR” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50% and (c) Term SOFR for a three-month tenor as in effect on such day plus 1.00%. Any change in the ABR due to a change in the Prime Rate, the Federal Funds Rate or Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or Term SOFR, respectively.

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“ABR Note” means on and after the occurrence of the VLN Termination Date, a Pre-Merger Senior Secured Note that bears interest based on the ABR.

“ABR Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“ACOA Facility” (a) the Contribution Agreement dated January 26, 2012 for Project No. 200017 between Atlantic Canada Opportunities Agency (“ACOA”) and Leader Interactive Technologies Limited, (b) the Contribution Agreement dated September 18, 2013 for Project No 202964 between ACOA and Leader Interactive Technologies Limited, and (c) the Contribution Agreement dated December 10, 2018 for Project No. 212543 between ACOA and Kinduct Technologies Inc., in each case as amended prior to the Closing Date and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time as permitted under this Agreement and the other Note Documents.

“Acquiror” has the meaning assigned to such term in the preamble hereto.

“Acquisition” means, with respect to any Person, the acquisition by such Person, in a single transaction or in a series of related transactions, of (a) assets of another person which constitute all or substantially all of the assets of such Person, or of any division, line of business or other business unit of such Person or (b) at least a majority of the Voting Stock of another Person, whether or not involving a merger, amalgamation or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, (a) another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified and (b) other than with respect to any Purchaser and the Agent, any manager, officer or director of such Person.

“Agent” has the meaning assigned to such term in the preamble hereto.

“Agent Fee Letter” means that certain letter agreement dated the Closing Date between the Issuer and the Agent, as amended, modified, supplemented or amended and restated from time to time.

“Agreement” has the meaning assigned to such term in the preamble hereto.

“Applicable Liability Reduction Credit” has the meaning given to such term in Section 2.07(d)(i).

“Applicable Rate” means, for any day, as to any SOFR Note or ABR Note, as the case may be, the applicable percentages per annum as set forth below:

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“Approved Bank” has the meaning specified in the definition of Cash Equivalents.

“Approved Fund” means any Fund that is administered or managed by (a) a Purchaser, (b) an Affiliate of a Purchaser or (c) an entity or an Affiliate of an entity that administers or manages a Purchaser.

“Assignment and Assumption” means an assignment and assumption agreement entered into by a Purchaser and a Person to which Notes are being transferred, in substantially the form of Exhibit B hereto.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease of any Person, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease and (c) in respect of any Securitization Transaction of any Person, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the Required Purchasers in their reasonable judgment.

“Audited Financial Statements” means the audited consolidated balance sheet of the Issuer and its Subsidiaries for the fiscal years ended December 31, 2021 and December 31, 2020, and the related consolidated statements of operations, comprehensive loss, shareholders’ equity and cash flows for such fiscal years of the Issuer and its Subsidiaries, including the notes thereto, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the applicable determination of the interest period pursuant to Section 2.15(c)(iv).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or insolvency proceedings).

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“BCA” has the meaning assigned to such term in the preamble hereto.

“BCA Signing Date” has the meaning assigned to such term in the preamble hereto.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.15(c).

“Benchmark Replacement” means with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Agent (at the direction of the Required Purchasers in consultation with the Issuer) giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment. If the Benchmark Replacement as so determined would be less than the Index Floor, such Benchmark Replacement will be deemed to be the Index Floor for the purposes of this Agreement and the other Note Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent (at the direction of the Required Purchasers in consultation with the Issuer) giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

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For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the ninetieth (90^th) day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than ninety (90) days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Note Document in accordance with Section 2.5(c) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Note Document in accordance with Section 2.15(c).

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“Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230.

“BIA” means the Bankruptcy and Insolvency Act (Canada) as amended from time to time (or any successor statute).

“Bid” means each outstanding bid, quotation or proposal by the Issuer or any of its Subsidiaries that (i) with respect to Government Contracts, if accepted or awarded could lead to a Government Contract and (ii) with respect to Government Subcontracts, if accepted or awarded could lead to a Government Subcontract.

“Board of Directors” means (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board, (b) with respect to a partnership, the Board of Directors of the general partner of the partnership, (c) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof, and (d) with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York, New York.

“Businesses” means, at any time, a collective reference to the businesses operated by the Notes Parties and their respective Subsidiaries at such time.

“Canadian Guarantor” means each Guarantor that is formed or organized pursuant to the laws of Canada or a province or territory thereof.

“Capital Lease” means, as applied to any Person, any lease of any property by that Person as lessee which, in accordance with GAAP (subject to the final sentence of Section 1.03(b)), is required to be accounted for as a capital lease on the balance sheet of that Person.

“Cash Burn” means, for any period, the sum of the operating expenses and capital expenditures made by a Person in such period.

“Cash Equivalents” means, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided, that, the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any United States commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (ii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Purchasers) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least

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100% of the amount of the repurchase obligations, (e) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (a) through (d), and (f) any other investments permitted by the Issuer’s investment policy as such policy is in effect from time to time, and as consented to by the Required Purchasers (which consent will not be unreasonably withheld or delayed), together with any amendments, restatements, supplements or other modifications thereto that the Required Purchasers shall have consented to for purposes of this definition (which consent will not be unreasonably withheld or delayed). In the case of any Investments made in a country outside the United States of America, Cash Equivalents shall also include (i) Canadian dollars, Euros or other local currencies in countries in which a Note Party or its Subsidiaries operate and (ii) in the case of any Non-U.S. Subsidiary, short-term investments of comparable credit quality and tenor to those described in clauses (a) through (f) above which are customarily used for cash management purposes in any country in which such Non-U.S. Subsidiary operates.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means the occurrence of any of the following events:

(a) a liquidation, dissolution, winding-up of the affairs of the Issuer or, except as permitted under Section 8.04, the Issuer effecting any merger or consolidation (other than the Merger); or

(b) at any time prior to consummation of the Merger, any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) shall have (i) acquired beneficial ownership or control of 50% or more on a fully diluted basis of the voting and/or economic interest in the Equity Interests of the Issuer, or (ii) obtained the power (whether or not exercised) to elect a majority of the members of the Board of Directors (or similar governing body) of the Issuer; or

(c) at any time on or after consummation of the Merger, any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) shall have (i) acquired beneficial ownership or control of 35% or more on a fully diluted basis of the voting interest in the Equity Interests of the Acquiror or (ii) obtained the power (whether or not exercised) to elect a majority of the members of the Board of Directors (or similar governing body) of the Acquiror;

(d) any “change of control” or similar event (however denominated) shall occur under any indenture, credit agreement or other agreement with respect to Material Indebtedness of any Note Party;

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(e) the Issuer shall cease to directly or indirectly own, beneficially and of record (other than a director’s qualifying shares of investments by foreign nationals to the extent mandated by applicable Laws), all of the issued and outstanding Equity Interests of each Subsidiary of the Issuer, except as permitted under Section 8.04 or with respect to Specified Asset Sales; or

(f) after the Merger Closing Date, the Acquiror shall cease to directly own, beneficially and of record, 100% of the issued and outstanding Equity Interests of the Issuer;

provided that, the Merger shall not constitute a Change of Control.

“Closing Date” means the date hereof.

“Collateral” means a collective reference to all real and personal property with respect to which Liens in favor of the Agent, for the benefit of the Secured Parties, are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents; provided, that for the avoidance of doubt, Collateral shall not include any Excluded Property.

“Collateral Access Agreement” means an agreement in form and substance reasonably satisfactory to the Agent pursuant to which a lessor of real property on which Collateral is stored or otherwise located, or a warehouseman, processor or other bailee of inventory or other property owned by any Note Party, acknowledges the Liens of the Agent and waives (or, if approved by the Agent, subordinates) any Liens held by such Person on such property, and permits the Agent reasonable access to any Collateral stored or otherwise located thereon.

“Collateral Documents” means a collective reference to the Security Agreement, the Pledge Agreement, the Deposit Account Control Agreements, the Perfection Certificate, the Collateral Access Agreements, the Real Estate Security Documents, the IP Security Agreements, the Reaffirmation Agreement and any other collateral or security documents as may be executed and delivered by the Note Parties pursuant to the terms of this Agreement or pursuant to the terms of any other Note Document.

“Commitments” shall mean, with respect to each Purchaser (to the extent applicable), such Purchaser’s Pre-Merger Commitment and VLN Commitment.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C.

“Common Reporting Standard” means the standard for automatic exchange of financial account information in tax matters (which includes the Commentaries), developed by the OECD, with G20 countries.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the determination of any interest period or any similar or analogous definition (or the addition of a concept of “interest period”), the definition of “U.S. Government Securities Business Day,” timing and frequency of determining rates and making payments of interest, timing of issuance requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods or observation shifts, the applicability of Section 2.15(e), and other technical, administrative or operational matters) that Agent (at the direction of the Required Purchasers) decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent (at the direction of the Required Purchasers) decides that adoption of any portion

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of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as Agent (at the direction of the Required Purchasers) decides is reasonably necessary in connection with the administration of this Agreement and the other Note Documents).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consenting Party” has the meaning specified in Section 12.22.

“Consolidated Adjusted EBITDA” means, for any period, an amount equal to (a) Consolidated Net Income for such period, plus to the extent reducing Consolidated Net Income, the sum, without duplication, of:

(i) Consolidated Interest Expense,

(ii) any provision for taxes or other taxes measured by income or profits and foreign withholding taxes paid or accrued for such period,

(iii) all amounts attributable to depreciation and amortization for such period,

(iv) the amount of any equity-based or non-cash compensation charges or expenses, including any such charges or expenses arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, incurred by the Note Parties and their Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided that the aggregate amount added back to Consolidated Adjusted EBITDA pursuant to this clause (iv) shall not exceed $5,000,000 for such period,

(v) other non-cash or unrealized charges, losses or expenses (including (x) as a result of any fair value adjustment, revaluation of assets (including as a result of purchase accounting) or with respect to derivatives and (y) asset impairment charges (including impairment of intangibles or goodwill)) reducing Consolidated Net Income for such period (excluding any such non-cash charge, loss or expense to the extent that it represents an accrual or reserve for a potential cash charge in any future period or amortization of a prepaid cash charge that was paid in a prior period),

(vi) non-recurring costs and expenses directly incurred in connection with the Transactions,

(vii) proceeds received from any business interruption insurance to the extent such proceeds are not otherwise included in Consolidated Net Income,

(viii) any net losses, charges, expenses, costs or other payments (including all fees, expenses or charges related thereto) (w) from disposed, abandoned or discontinued operations, (x) in respect of facilities no longer used or useful in the conduct of the business, abandoned, closed, disposed or discontinued operations and any losses on disposal of abandoned, closed or discontinued operations, (y) in respect of strategic market reviews, stay or sign-on bonuses, integration-related bonuses, restructuring, consolidation, severance or discontinuance of any portion of operations, employees and/or management, or (z) attributable to business dispositions or asset dispositions (other than in the ordinary course of business) as determined in good faith by the Issuer,

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(ix) any expenses or charges (other than depreciation or amortization expense already included in Consolidated Adjusted EBITDA) related to any issuance of Equity Interests, Investment, Disposition, recapitalization or the incurrence, modification or repayment of any Indebtedness permitted by this Agreement (including any refinancing thereof) (whether or not successful), including (A) such fees, expenses or charges related to this Agreement, (B) any amendment or other modification thereof or of other Indebtedness and (C) any such expenses or charges to the extent covered by indemnification or other reimbursement provisions and actually indemnified or reimbursed or, so long as the Issuer determines that a reasonable basis exists for indemnification or reimbursement to the extent such amount is indemnified or reimbursed within 365 days of the date of such determination, and

(x) (A) business optimization expenses, other restructuring charges or reserves and (B) without duplication and net of amounts actually realized, other pro forma “run rate,” cost savings, operating expense reductions, other operating improvements and synergies;

provided that, the aggregate amount added back to Consolidated Adjusted EBITDA pursuant to clauses (a)(v) through (a)(x) of this defined term shall not exceed $2,500,000 for such period; and provided, further that, for the avoidance of doubt and without duplication, any non-cash or unrealized charge, loss or expense added back to Consolidated Adjusted EBITDA pursuant to clause (a)(v) that is attributable to or based upon the value or revaluation of the Venture-Linked Senior Secured Notes or any embedded derivative feature thereof shall not be subject to the foregoing $2,500,000 limitation set forth in the immediately preceding proviso, so long as such non-cash or unrealized charge, loss or expense also reduced Consolidated Net Income in such period;

minus (b) to the extent included in arriving at such Consolidated Net Income, the sum, without duplication, of: (i) non-cash gains for such period (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash gain in any prior period) and all other non-cash items of income for such period and (ii) the amount of any expenses or charges covered by indemnification or other reimbursement provisions in connection with any issuance of Equity Interests, Investment, Disposition, recapitalization or the incurrence, modification or repayment of any Indebtedness permitted by this Agreement added to Consolidated Net Income in a previous period pursuant to clause (a)(ix) above to the extent not indemnified or reimbursed within 365 days of the date of determination by the Issuer that a reasonable basis exists for indemnification or reimbursement.

“Consolidated Interest Expense” shall mean, with respect to any period, total consolidated interest expense (including interest attributable to Capital Lease obligations in accordance with GAAP) of, prior to the Merger Closing Date or on and after the VLN Termination Date, the Issuer, and after the Merger Closing Date, the Acquiror, and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, with respect to all outstanding Indebtedness of the Note Parties and their Subsidiaries (including, without limitation, all commissions, discounts and other fees and charges owed by, prior to the Merger Closing Date or on and after the VLN Termination Date, the Issuer, and after the Merger Closing Date, the Acquiror, and its Subsidiaries with respect to letters of credit and bankers’ acceptance financing net of interest income of the Note Parties and their Subsidiaries).

“Consolidated Net Income” means, for any period, the consolidated net income (or loss) of, prior to the Merger Closing Date or on and after the VLN Termination Date, the Issuer and its Subsidiaries, and after the Merger Closing Date, the Acquiror, and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided, however, that there shall be excluded, without duplication:

(a) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Issuer or any of its Subsidiaries or that Person’s assets are acquired by the Issuer or any of its Subsidiaries;

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(b) the income (or loss) of any Person that is not a Subsidiary of the Issuer, or that is accounted for by the equity method of accounting; provided that Consolidated Net Income shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent subsequently converted into cash or Cash Equivalents) to the Issuer or any of its Subsidiaries by such Person in such period;

(c) the undistributed earnings of any Subsidiary of the Issuer to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by operation of the terms of its Organization Documents or any Contractual Obligation (other than under any Note Document) or Requirement of Law applicable to such Subsidiary;

(d) any after-tax effect of any extraordinary, non-recurring or unusual items (including gains or losses and all fees and expenses relating thereto) for such period; and

(e) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period to the extent included in Consolidated Net Income.

“Contractual Minimum Return” means, with respect to any Note, the applicable contractual minimum return set forth for such Note in the Fee Letter, and more specifically illustrated therein, in each case measured from the Merger Closing Date (in the case of Venture-Linked Senior Secured Notes) or from the Closing Date (in the case of Pre-Merger Senior Secured Notes) to the applicable date of repayment of such Note.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.

“Controlling” and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“Corresponding Liabilities” has the meaning specified in Section 12.24.

“De Minimis Disposition Proceeds” has the meaning specified in Section 2.07(b)(i).

“Debt Fund Affiliate” shall mean any affiliate of a Disqualified Institution that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course which is managed, sponsored or advised by any Person controlling, controlled by or under common control with such Disqualified Institution, and for which no personnel involved with the investment of such Disqualified Institution, (a) makes any investment decisions or (b) has access to any information (other than information publicly available) relating to the Issuer or any entity that forms a part of the Issuer’s business (including subsidiaries of the Issuer).

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“Debt Issuance” means the issuance by any Note Party or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 8.03.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, the BIA, the Companies’ Creditors Arrangements Act (Canada), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada or other applicable jurisdictions from time to time in effect.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to the sum of (a) the otherwise applicable interest rate at any time pursuant to Section 2.09(a) plus (b) three percent (3.00%) per annum, to the fullest extent permitted by applicable Laws.

“Deposit Account” means any “deposit account”, “securities account” or “commodity account” (each as defined in Article 9 of the Uniform Commercial Code) and any other investment account, securities account or other account in which funds are held or invested to or for the credit or account of any Note Party.

“Deposit Account Control Agreement” means any account control agreement by and among a Note Party, the applicable depository bank and the Agent, in each case in form and substance reasonably satisfactory to the Agent.

“Designated Jurisdiction” means any country or territory which is itself the subject of country-wide or territory-wide Sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called People’s Republic of Luhansk, and the so-called People’s Republic of Donetsk).

“Disclosing Party” has the meaning specified in Section 12.22.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction or any issuance by any Subsidiary of its Equity Interests) of any property by any Note Party or any Subsidiary, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding the following: (a) the sale, lease, license, transfer or other disposition of inventory in the ordinary course of business, (b) the sale, lease, license, transfer or other disposition in the ordinary course of business of surplus, obsolete or worn out equipment no longer used or useful in the conduct of business of any Note Party or any of their respective Subsidiaries, (c) any sale, lease, license, transfer or other disposition of property to any Note Party or any Subsidiary; provided, that, if the transferor of such property is a Note Party, (i) the transferee thereof must be a Note Party or (ii) such transaction is permitted under Section 8.02, (d) the abandonment or other disposition of any Intellectual Property that is not material or is no longer used or useful in any material respect in the business of any Note Party or any of their respective Subsidiaries, (e) (i) the non-exclusive licensing of Intellectual Property in the ordinary course of business; (ii) the exclusive licensing of non-Material Intellectual Property to a third party in the ordinary course of business (including in connection with a commercial arrangement) or that the Issuer determines in its reasonable business judgment would not materially and adversely affect the business of the Note Parties and their Subsidiaries, taken as a whole; (iii) the non-exclusive licensing of Intellectual Property that constitutes Collateral between

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Subsidiaries and prior to the Merger Closing Date or on and after the VLN Termination Date, the Issuer, and after the Merger Closing Date, the Acquiror, or any other Subsidiary that does not adversely interfere in any material respect with the business of any Note Party and their respective Subsidiaries, taken as a whole; and (iv) the licensing, transfer or other Disposition of Intellectual Property that does not constitute Collateral between Subsidiaries and prior to the Merger Closing Date or on and after the VLN Termination Date, the Issuer, and after the Merger Closing Date, the Acquiror, or any other Subsidiary that does not adversely affect the Secured Parties in any material respect, (f) any Involuntary Disposition, (g) dispositions of cash and Cash Equivalents in the ordinary course of business pursuant to transactions permitted hereunder, (h) dispositions consisting of the sale, transfer, assignment or other disposition of unpaid accounts receivable in connection with the collection, compromise or settlement thereof in a commercially reasonable manner and not as part of a financing transaction, (i) any issuance of Equity Interests by, prior to the Merger Closing Date or on and after the VLN Termination Date, the Issuer, and after the Merger Closing Date, the Acquiror, and (j) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims that would not materially and adversely affect the business of the Note Parties and their Subsidiaries, taken as a whole.

“Disqualification Event” has the meaning specified in Section 6.23(c).

“Disqualified Capital Stock” means any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, prior to the one hundred and eighty-first (181^st) day after the Maturity Date, (b) requires the payment of any cash dividends at any time prior to the one hundred and eighty-first (181^st) day after the Maturity Date, (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations; provided that, for the avoidance of doubt, the payment in full of the Pre-Merger Senior Secured Notes in connection with the substantially concurrent consummation of the deemed purchase of the Venture-Linked Senior Secured Notes on the Merger Closing Date shall not be deemed to be a payment in full of all Obligations, or (d) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in clause (a), (b) or (c) above, in each case at any time prior to the one hundred and eighty-first (181^st) day after the Maturity Date.

“Disqualified Institutions” means (a) those banks, financial institutions or other entities separately identified in writing by the Issuer to the Agent on or prior to the Closing Date (provided, that such list may be updated by the Issuer from time to time to include any other Person reasonably acceptable to the Agent (at the direction of the Required Purchasers)), or to any Affiliates of such banks, financial institutions or other entities that are reasonably identifiable as Affiliates by virtue of their names or that are identified to the Agent in writing by the Issuer from time to time; provided, that no such identification after the Closing Date pursuant to this clause (a) shall apply retroactively to disqualify any Person that has previously acquired a valid assignment or participation of an interest in any of the Commitments or Notes with respect to amounts previously acquired and (b) competitors of the Note Parties or any of their Subsidiaries identified in writing by the Issuer to the Agent from time to time (and Affiliates of such entities that are reasonably identifiable as Affiliates of such entities by virtue of their names or that are identified to the Agent in writing by the Issuer from time to time (other than a Debt Fund Affiliate)).

“Dollar” and “$” mean lawful money of the United States.

“Domestication” has the meaning assigned to such term in the BCA.

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“Dutch Subsidiary” means each Subsidiary incorporated in the Netherlands.

“Earn Out Obligations” means, with respect to an Acquisition, all obligations of the Note Parties or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, royalty payments and sale, development and other milestone payments) pursuant to the documentation relating to such Acquisition. For purposes of determining the aggregate consideration paid for an Acquisition at the time of such Acquisition, the amount of any Earn Out Obligations shall be deemed to be the maximum amount of the earn-out payments in respect thereof as specified in the documents relating to such Acquisition. Notwithstanding the foregoing, Earn Out Obligations shall exclude indemnity obligations with respect to an Acquisition.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assets” means long-term assets that are used or useful in the same or a similar line of business as the Note Parties and their Subsidiaries were engaged in on the Closing Date (or any reasonable extension or expansions thereof).

“Environmental Laws” means any and all federal, state, local, foreign and other applicable statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Issuer, any other Note Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Grant Agreement” means that certain Grant Agreement, dated as of the date hereof, by and among PFDR and the FP Purchasers, whereby PFDR has agreed to issue 1,000,000 shares of the Acquiror’s common stock concurrently with, and subject to, the Merger.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in)

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such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member, membership or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Equity Purchase Documents” means, collectively, the Subscription Agreements, the TO Statement, the Offer to Purchase, and any other definitive documents in respect of the Private Placement or the Tender Offer, and all other agreements or instruments in connection with the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Issuer within the meaning of Section 414(b) or (c) of the Internal Revenue Code (or Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan, (b) the withdrawal of the Issuer or any ERISA Affiliate from a Multiple Employer Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by the Issuer or any ERISA Affiliate from a Multiemployer Plan or the receipt by the Issuer or its ERISA Affiliates of notice from any Multiemployer Plan that it is in “reorganization” or “insolvency” (within the meaning of Title IV of ERISA), (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension Plan, (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA, (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Issuer or any ERISA Affiliate, (i) the failure by the Issuer or any ERISA Affiliate to meet the minimum funding requirements of Sections 412 and 430 of the Internal Revenue Code or Sections 302 and 303 of ERISA with respect to any Pension Plan, whether or not waived, the failure to make by its due date a required installment under Section 430(j) of the Internal Revenue Code or Section 303(j) of ERISA with respect to any Pension Plan, the failure to make any required contribution to a Multiemployer Plan, or the filing pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan, or (j) the imposition of a lien pursuant to Section 436(f) or 430(k) of the Internal Revenue Code or Section 206(g)(5) or 303(k) of ERISA with respect to any Pension Plan.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“EU Blocking Regulation” has the meaning set forth in Section 6.21(a).

“Event of Default” has the meaning set forth in Section 9.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

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“Excluded Accounts” means (a) Deposit Accounts established solely for payroll purposes in such amounts as are required to be paid to employees of the Note Parties or any of their Subsidiaries within the immediately succeeding two payroll cycles, (b) Deposit Accounts established solely for employee wage and benefit payments to or for the benefit of a Note Party’s employees, (c) Deposit Accounts used to hold collateral in connection with Liens permitted pursuant to Sections 8.01(r) and 8.01(t), and (e) Deposit Accounts the aggregate daily balance in which does not at any time exceed (i) prior to the Merger Closing Date or on and after the VLN Termination Date: (x) $10,000 individually and (y) $50,000 in the aggregate and (ii) on and after the Merger Closing Date: (x) $100,000 individually and (y) $1,000,000 in the aggregate; provided that any Deposit Account maintained by any Note Party in Canada shall not constitute an Excluded Account.

“Excluded Equity Interests” means (a) any Equity Interests with respect to which, in the reasonable judgment of the Agent (at the direction of the Required Purchasers) and the Issuer (as agreed to in writing), the cost or other consequences (including material adverse tax consequences) of pledging such Equity Interests in favor of the Secured Parties shall be excessive in view of the benefits to be obtained by the Purchasers therefrom, (b) in the case of any issuer organized under the laws of a jurisdiction other than the laws of any state of the United States or the District of Columbia, any Equity Interests of such issuer to the extent the pledge thereof would violate any applicable Requirements of Law (including any legally effective requirement to obtain the consent of any Governmental Authority unless such consent has been obtained) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction and other applicable law, and (c) any Equity Interests in any Person that is not a Wholly-Owned Subsidiary to the extent that, and only for so long as, a pledge thereof to secure the Obligations (i) is prohibited by any applicable Contractual Obligation then in effect permitted by this Agreement and binding on such Equity Interests, (ii) requires the consent of any other party to any such Contractual Obligation (other than a Note Party or an Affiliate of a Note Party) that has not been obtained (it being understood that the foregoing shall not be deemed to obligate any Note Party or any Subsidiary to obtain any such consent, except with respect to any Hong Kong Subsidiary, which shall be required to take reasonable efforts to obtain such consent) or (iii) would give any other party to any such Contractual Obligation (other than a Note Party or an Affiliate of a Note Party) the right to terminate its obligations thereunder, except, in each case of this clause (c) to the extent any such prohibition, restriction, requirement or other limitation on the pledge of such Equity Interests is rendered ineffective by Section 9-406 or 9-408 of the Uniform Commercial Code, the PPSA or other applicable law; provided, however, that Excluded Equity Interests shall not include any Proceeds (as defined in the Uniform Commercial Code or the PPSA (as applicable)), substitutions or replacements of any assets referred to in clauses (a) through (c) above (unless such Proceeds, substitutions or replacements would constitute assets referred to in clauses (a) through (c) above).

“Excluded Property” means, with respect to any Note Party, including any Person that becomes a Note Party after the Closing Date as contemplated by Section 7.12, (a) any property that, subject to the terms of Section 8.09, is subject to a Lien of the type described in Section 8.01(i) pursuant to documents that prohibit such Note Party from granting any other Liens in such property, (b) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided, that, upon submission and acceptance by the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall no longer constitute “Excluded Property” and shall be considered Collateral, (c) any general intangible, permit, lease, license, contract or other instrument of a Note Party if the grant of a security interest in such general intangible, permit, lease, license, contract or other instrument in the manner contemplated by the Collateral Documents, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Note Party’s rights, titles and interests thereunder

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(including upon the giving of notice or lapse of time or both); provided, that, (x) any such limitation described in this clause (c) on the security interests granted under the Collateral Documents shall only apply to the extent that any such prohibition would not be rendered ineffective pursuant to the Uniform Commercial Code or any other applicable Law or principles of equity and (y) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, general intangible, permit, lease, license, contract or other instrument, to the extent sufficient to permit any such item to become Collateral, a security interest in such general intangible, permit, lease, license, contract or other instrument shall be automatically and simultaneously granted under the applicable Collateral Document and such general intangible, permit, lease, license, contract or other instrument shall no longer constitute “Excluded Property” and shall be considered Collateral, (d) any vehicles, aircraft, aircraft engines and other assets subject to certificates of title, except to the extent perfected by filing a financing statement in the appropriate form in the applicable jurisdiction under the Uniform Commercial Code, the PPSA or without any perfection steps, (e) any asset with respect to which the Agent has confirmed in writing to the Issuer its determination that the costs or other consequences (including adverse tax consequences) of providing a security interest in is excessive in view of the benefits to be obtained by the Purchasers, (f) any asset or property to the extent and for so long as the grant of a security interest in such asset or property in favor of the Agent would be prohibited by applicable requirement of Law or regulation or would require the consent of any Governmental Authority after giving effect to the anti-assignment provisions of the Uniform Commercial Code or the PPSA (as applicable) of any relevant jurisdiction and other applicable law, (g) all Excluded Equity Interests, (h) property securing obligations in connection with the incurrence of a Lien permitted under Sections 8.01(r) or Section 8.01(t), and (i) any fee owned real property with a fair market value of $1,000,000 or less.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office in the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Recipient with respect to an applicable interest in a Note pursuant to a law in effect on the date on which such Recipient acquires such interest in the Note except to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable either to such Recipient’s assignor immediately before such Recipient became a party hereto (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(c) and (d) any withholding Taxes imposed under FATCA.

“Extraordinary Receipts” means any cash or Cash Equivalents actually received by or paid to or for the account of any Person not in the ordinary course of business, including tax refunds, pension plan reversions, proceeds of insurance, condemnation awards (and payments in lieu thereof) (other than (i) Net Cash Proceeds of any Involuntary Disposition, (ii) any proceeds received as a result of the Merger within thirty (30) days of the Merger and (iii) indemnity payments).

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations thereunder, official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any treaty, law, regulation or intergovernmental agreements entered into (which facilitates the implementation of any law or regulation) thereunder.

“Flood Hazard Property” has the meaning specified in the definition of Real Estate Security Documents.

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“Federal Funds Rate” means, for any day, a floating rate equal to the weighted average of the rates on overnight federal funds transactions among members of the Federal Reserve System, as determined by Agent (at the direction of the Required Purchasers), which determination shall be final, binding and conclusive (absent manifest error).

“Fee Letter” means that certain amended and restated letter agreement dated the Closing Date among the Issuer, the Purchasers the FP Purchasers, and the Agent, and acknowledged by the Acquiror and Merger Sub, as amended, modified, supplemented or amended and restated from time to time.

“FP Purchasers” means FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P., each of which will purchase Class A Common Stock of the Acquiror in the Tender Offer and, if necessary, the Private Placement.

“FP Share Call” has the meaning given to such term in the Fee Letter.

“FP Shares” means the Equity Interests of the Acquiror purchased by the FP Purchasers in the Tender Offer and, if necessary, the Private Placement.

“Francisco Partners” means FP Credit Partners, L.P., on behalf of certain of its managed funds, affiliates, financing parties or investment vehicles.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in notes, loans and/or similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, consistently applied and as in effect from time to time.

“Governmental Authority” means the government of the United States or any other nation (including Canada), or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Government Contract” means each contract between the Issuer or any of its Subsidiaries and any governmental entity and each Bid with respect to Government Contracts.

“Government Subcontract” means each contract between the Issuer or any of its Subsidiaries and any prime contractor or upper-tier subcontractor relating to a contract between such Person and any governmental entity, and each Bid with respect to Government Subcontracts.

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of

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such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means (a) each Subsidiary of the Issuer identified as a “Guarantor” on the signature pages hereto, (b) each other Person that joins as a Guarantor pursuant to Section 7.12 or Section 7.20(b) and (c) upon the Merger Closing Date, the Acquiror (and “Guarantor” shall mean, as the context may require, each of them individually), together with their successors and permitted assigns. As of the Closing Date, the Guarantors are Movella Technologies N.A. Inc., Movella Canada Company, Kinduct Technologies, Inc., and Griffin Holdings Limited.

“Guaranty” means the Guaranty made by the Guarantors in favor of the Secured Parties pursuant to Article IV.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“Hong Kong Subsidiary” means each Subsidiary incorporated in Hong Kong.

“Immaterial Subsidiary” means any Subsidiary of the Issuer that (a) individually constitutes or holds less than five percent (5.0%) of the Issuer’s consolidated total assets or generates less than five percent (5.0%) of the Issuer’s consolidated total revenue, and (b) when taken together with all then existing Immaterial Subsidiaries, such Subsidiary and such Immaterial Subsidiaries, in the aggregate, would constitute or hold less than five percent (5.0%) of the Issuer’s consolidated total assets or generate less than five percent (5.0%) of the Issuer’s consolidated total revenue, in each case of the foregoing clauses as of the last day of, or for, the most recently ended fiscal period for which financial statements were required to have been delivered pursuant Section 7.01(a) or (b). Notwithstanding the foregoing, no Immaterial Subsidiary may own any Intellectual Property that is material to the Note Parties and their respective Subsidiaries, taken as a whole. As of the Closing Date, the Immaterial Subsidiaries are, Movella Technet Co. Ltd., Movella Taiwan Co. Limited, Mcube International Limited, MXKHS Technologies India Private Limited, Ten Degrees International Limited, mCube Technet Co. Ltd (Shanghai –Zhangjiang), and M3C Co., Ltd.

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“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations, whether current or long-term, for borrowed money (including the Obligations) and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all purchase money Indebtedness;

(c) the principal portion of all obligations under conditional sale or other title retention agreements relating to property purchased by such Person or any Subsidiary thereof (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);

(d) all obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(e) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, in each case, to the extent such obligation (i) has not been delinquent for more than (x) prior to the Merger Closing Date or on and after the VLN Termination Date, 120 days and (y) on or after the Merger Closing Date, 180 days after its due date or (ii) is being contested in good faith by appropriate proceedings diligently conducted), including any Earn Out Obligations that have become a liability on the balance sheet in accordance with GAAP;

(f) the Attributable Indebtedness of Capital Leases, Securitization Transactions and Synthetic Leases;

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Disqualified Capital Stock in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

(h) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed;

(i) the Swap Termination Value of any Swap Contract;

(j) all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) and (h) above of any other Person; and

(k) all Indebtedness of the types referred to in clauses (a) through (i) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person or a Subsidiary thereof is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to such Person or such Subsidiary;

provided that notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) prepaid or deferred revenue arising in the ordinary course of business, (2) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warrants or other unperformed obligations of the seller of such asset (excluding, for the avoidance of doubt, Earn Out Obligations), (3) any obligations attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto or (4) asset retirement obligations and obligations in respect of workers’ compensation (including pensions and retiree medical care) that are not overdue by more than sixty (60) days.

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For purposes hereof, the amount of any direct obligation arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments shall be the maximum amount available to be drawn thereunder.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Issuer under any Note and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning set forth in Section 12.04(b).

“Index Floor” means 1.0%.

“Information” has the meaning set forth in Section 12.07.

“Intellectual Property” means all intellectual property and proprietary rights of any kind, whether registered or unregistered, which may exist or be created under the laws of any jurisdiction worldwide, including: (a) all rights relating to the protection of inventions, including patents and patent applications; (b) works of authorship, copyrightable works, registered and unregistered copyrights, authors’ rights, moral rights, and registrations and applications for registration thereof; (c) all rights in registered and unregistered trademarks, service marks, trade names, corporate names, logos, trade dress, designs, packaging, domain names, and registrations and applications for registration thereof, together with all goodwill associated with any of the foregoing; (d) mask works and registrations and applications for registration thereof; (e) computer software, including source code, object code, firmware, algorithms and databases; (f) trade secrets, know-how and proprietary information, including technical data, customer lists, formulae, methods, processes, research and development information, inventions, discoveries, designs, drawings, databases, specifications, and all derivatives and improvements thereof; (g) all actions and rights to sue at law or in equity for past, present or future infringement or other impairment of any of the foregoing, including the right to receive all proceeds and damages therefrom; (h) all rights to obtain renewals, reissues, reexaminations, continuations, continuations-in-part, divisions or other extensions of legal protections pertaining thereto; and (i) any right, in any jurisdiction, analogous to those set forth herein.

“Intellectual Property Licenses” has the meaning specified in Section 6.17(c).

“Interest Payment Date” has the meaning specified in Section 2.09(c).

“Interim Financial Statements” means the unaudited consolidated balance sheets of the Issuer and its Subsidiaries as of June 30, 2021 and June 30, 2022 and the related unaudited consolidated statements of operations, shareholders’ equity and cash flows for the six month periods then ended.

“Internal Revenue Code” means the United States Internal Revenue Code of 1986.

“Internal Revenue Service” means the United States Internal Revenue Service.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

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“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Note Party or any of their Subsidiaries.

“IP Security Agreement” means notices of grant of security interest in the form required by the Security Agreement executed and delivered by a Note Party.

“Issuer” has the meaning assigned to such term in the preamble hereto.

“Issuer Covered Person” means, with respect to the Issuer as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1) and, after the Merger Closing Date, the Acquiror.

“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit D executed and delivered by Acquiror in accordance with the provisions of Section 7.20 or a Subsidiary in accordance with the provisions of Section 7.12.

“Junior Debt Payment” has the meaning specified in Section 8.11.

“Key Employee” means any executive-level employee (including, division director and vice president-level positions) as well as any employee who, either alone or in concert with others, develops, invents, programs, or designs any material Note Party Intellectual Property.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, binding guidelines, regulations, ordinances, codes and binding administrative or judicial precedents or authorities, including any binding interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Liability Reduction Credit Formula” has the meaning given to such term in the Fee Letter, and more specifically illustrated therein.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Master Agreement” has the meaning specified in the definition of Swap Contract.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the business, assets, properties, liabilities (actual or contingent), or condition (financial or otherwise) of the Note Parties and their Subsidiaries taken as a whole, (b) a material impairment of the rights and remedies of the Agent or any Purchaser under any Note Document to which it is a party or a material impairment in the perfection, value or

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priority of the Agent’s security interests in the Collateral, (c) a material impairment of the ability of the Note Parties, taken as a whole, to perform their obligations under any Note Document to which it is a party, or (d) a material adverse effect upon the legality, validity, binding effect or enforceability against any Note Party of any Note Document to which it is a party.

“Material Contracts” means (a) the 2022 Note Documents, (b) those agreements listed on Schedule 6.24(a), (c) after the Closing Date, any contract, agreement, license or other Contractual Obligation that, at any time of determination, is anticipated to contribute more than (i) prior to the Merger Closing Date or on and after the VLN Termination Date, $500,000 of revenue on an annual basis or require payment of more than $500,000 in any year and (ii) on or after the Merger Closing Date, $3,000,000 of revenue on an annual basis or require payment of more than $3,000,000 in any year and (d) any other agreements, instruments, license or other Contractual Obligation to which the Note Parties or any Subsidiary is a party, and the breach, nonperformance, cancellation or termination of which, or the failure of which to renew, could reasonably be expected to have a Material Adverse Effect.

“Material Indebtedness” means Indebtedness having an aggregate outstanding principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount.

“Material Intellectual Property” means all Intellectual Property, whether currently owned by (or purported to be owned by), or subject to a license, covenant not to sue or similar right or immunity to (or purported to be subject to a license, covenant not to sue or similar right or immunity to) any Note Party or any Subsidiary of a Note Party, or acquired, developed, obtained by or otherwise subject to a license, covenant not to sue or similar right of immunity to a Note Party or any Subsidiary of a Note Party after the date hereof that is, in each case, material to or necessary for the current, planned, or anticipated business or operations of the Note Parties or any of their Subsidiaries or that the loss of which could reasonably be expected to result in a Material Adverse Effect.

“Material Subsidiary” means any Subsidiary of the Issuer that is not an Immaterial Subsidiary.

“Maturity Date” means (a) (i) the date that is the fifth (5^th) anniversary of the Merger Closing Date or (ii) if the VLN Termination Date occurs, November 14, 2025 or (b) if earlier, such earlier date on which the Notes are accelerated pursuant to Section 9.02 hereof; provided, that, if such date is not a Business Day, the Maturity Date shall be the first Business Day immediately succeeding such date.

“Maximum Rate” has the meaning set forth in Section 12.09.

“Merger” has the meaning assigned to such term in the preamble hereto.

“Merger Closing Date” means the date on which the conditions specified in Section 5.02 are satisfied (or waived in accordance with Section 12.01).

“Merger Sub” has the meaning assigned to such term in the preamble hereto.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgages” means the mortgages, deeds of trust or deeds to secure debt that purport to grant to the Agent, for the benefit of the Purchasers, a security interest in the fee interest of any Note Party in real property located in the U.S. (other than Excluded Property).

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“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Issuer or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Pension Plan which has two or more contributing sponsors (including the Issuer or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net Cash Proceeds” means the aggregate cash or Cash Equivalents actually received by any Note Party or any Subsidiary in respect of any Disposition, Debt Issuance, Involuntary Disposition or Extraordinary Receipts, net of (a) reasonable direct costs incurred in connection therewith (including legal, accounting and investment banking fees, and sales commissions), (b) taxes (including in connection with a repatriation of funds) paid or payable as a result thereof, (c) in the case of any Disposition or Involuntary Disposition, the amount necessary to retire any Indebtedness secured by a Permitted Lien (ranking senior to any Lien of the Agent) on the related property, (d) in the case of any Extraordinary Receipt, (i) reasonable direct costs incurred in connection with the collection of such proceeds, awards or other payments and (ii) so long as no Default or Event of Default exists, insurance and condemnation proceeds that are applied to the repair or replacement of the applicable property within 90 days after receipt thereof; it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by any Note Party or any Subsidiary in any Disposition, Debt Issuance, Involuntary Disposition or Extraordinary Receipt, (e) the amount of any reasonable reserve established in accordance with GAAP against any liabilities (other than any taxes deducted pursuant to clause (b) above) (i) associated with the assets that are the subject of such prepayment event and (ii) retained by Note Parties or any of their Subsidiaries; provided that the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such a prepayment event occurring on the date of such reduction, (f) in the case of any Disposition, Debt Issuance, Involuntary Disposition or Extraordinary Receipts, by a non-Wholly-Owned Subsidiary, the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (f)) attributable to non-controlling interests and not available for distribution to or for the account of the Note Parties or a Wholly-Owned Subsidiary as a result thereof and (g) in the case of any Disposition, any funded escrow established pursuant to the documents evidencing any such sale or disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or disposition; provided that the amount of any subsequent reduction of such escrow (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such a Disposition occurring on the date of such reduction solely to the extent that Note Parties or any of their Subsidiaries receives cash in an amount equal to the amount of such reduction.

“Non-U.S. Subsidiary” means any Subsidiary that is not a U.S. Subsidiary.

“Note” or “Notes” shall mean the Pre-Merger Senior Secured Notes and the Venture-Linked Senior Secured Notes, individually or collectively, as applicable.

“Note Documents” means this Agreement, each Note, each Joinder Agreement, the Fee Letter, the Agent Fee Letter and the Collateral Documents.

“Note Parties” means, collectively, the Issuer and each Guarantor.

“Note Party Intellectual Property” means all Intellectual Property (including Registered Intellectual Property) owned, controlled, licensed, used or held for use by any Note Party or Subsidiary in connection with the operation of the business of the Note Parties and their Subsidiaries as now conducted and as currently proposed to be conducted.

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“Notice of Continuation or Conversion” shall mean a written notice of continuation or conversion substantially in the form of Exhibit E-1.

“Notice of Issuance” shall mean a written notice of borrowing substantially in the form of Exhibit E-2.

“Obligations” means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Note Party arising under any Note Document or otherwise with respect to any Note (including any PIK Interest) and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Note Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Offer to Purchase” has the meaning set forth in Section 5.01(l)(i).

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation, articles of association, memorandum of association, certificates of registration and/or and its bylaws (as applicable), (b) with respect to any limited liability company, its constitution, its certificate or articles of formation or organization, articles of association, business registration certificate and/or operating agreement (as applicable), and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization, including in each case of the foregoing the equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction, and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Note Document, or sold or assigned an interest in any Note or Note Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Note Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.03).

“Parallel Liabilities” has the meaning specified in Section 12.24.

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“Participant” has the meaning set forth in Section 12.06(h).

“Participant Register” has the meaning specified in Section 12.06(h).

“Pathfinder Related Party Transactions” has the meaning specified in the BCA.

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Funding Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Issuer or any ERISA Affiliate and that is either covered by Title IV of ERISA or is subject to minimum funding standards under Section 412 of the Internal Revenue Code or Section 412 of ERISA.

“Perfection Certificate” means (i) that certain Perfection Certificate dated as of the Closing Date executed by the applicable Note Parties and certified to the Secured Parties, (ii) that certain perfection certificate substantially in the form delivered on the Closing Date, executed and delivered by Acquiror in accordance with the provisions of Section 7.20 and (iii) any perfection certificate executed and delivered by a Subsidiary in accordance with the provisions of Section 7.12.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permitted Acquisition” means any acquisition by the Issuer or any Subsidiary, whether by purchase, merger, amalgamating, consolidation or otherwise, of all or substantially all of the assets of, or any business line, unit or division of, any Person or of a majority of the outstanding Equity Interests of any Person, and all Investments undertaken to consummate such acquisition transaction; provided that:

(a) such acquisition is not a hostile or contested acquisition;

(b) such assets, business line, unit, division or Person, as applicable shall be in a business permitted by Section 8.07 hereof;

(c) after giving pro forma effect to such Acquisition, (i) the Acquiror and its Subsidiaries shall be in compliance with the financial covenant set forth in Section 8.17 as of the last day of the most recent fiscal quarter ending on or after June 30, 2024 as if such transaction had occurred on such day and (ii) the amount of unrestricted cash and Cash Equivalents of the Note Parties that are held in Deposit Accounts subject to a Control Agreement (or the foreign equivalent of such) shall be equal to or exceed the projected amount of Cash Burn for such acquired Person and its Subsidiaries for the twelve month period immediately after the consummation of such acquisition;

(d) (i) Consolidated Adjusted EBITDA of such Person for the Test Period ended as of the last day of the most recently ended fiscal quarter, shall not be less than negative $1,000,000 (i.e. negative $1,000,000 Consolidated Adjusted EBITDA) and (ii) Consolidated Adjusted EBITDA of all such Persons acquired during the term of this Agreement shall not be less than negative $3,000,000 (i.e. negative $3,000,000 Consolidated Adjusted EBITDA);

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(e) (i) such Person becomes a Subsidiary; or (ii) such Person, assets, line of business, unit or division, in each case, in one transaction or a series of related transactions, is merged, consolidated, or amalgamated with or into, or transfers or conveys substantially all of its assets to (or is acquired by) or is liquidated into the Issuer or a Subsidiary;

(f) the total consideration, including maximum potential total amount of all deferred payment obligations (including earn-outs and consideration paid in Qualified Capital Stock of the Acquiror) and Indebtedness permitted by Section 8.03(j) assumed or incurred for all Permitted Acquisitions during the term of this Agreement, shall not exceed $50,000,000 (the “Permitted Acquisition Cap”); provided that the Indebtedness assumed for all such Permitted Acquisitions during the term of this Agreement shall not exceed $10,000,000; provided further, that no Equity Interests constituting all or a portion of such acquisition consideration shall require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, in each case prior to the 91^st day following the date that all Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been paid in full; provided that, for the avoidance of doubt, the payment in full of the Pre-Merger Senior Secured Notes on the Merger Closing Date shall not be deemed to be a payment in full of all Obligations;

(g) all actions required to be taken with respect to any such newly created or acquired Person or assets, in each case as applicable in order to satisfy the requirements of Sections 7.12 and 7.14, to the extent required, shall have been taken (or arrangements for the taking of such actions after the consummation of the Permitted Acquisition shall have been made);

(h) the aggregate amount of Investments made by Note Parties in Persons that do not become (or that are not amalgamated, merged or consolidated with or into, or substantially all of the assets or assets constituting a business unit, a line of business or a division of which are not transferred or conveyed to, or are not liquidated into) Note Parties pursuant to Permitted Acquisitions shall not exceed $2,500,000;

(i) no Default or Event of Default shall have occurred and be continuing or would result from the execution of such agreement and the consummation of such acquisition;

(j) at least five (5) Business Days prior to the proposed date of the consummation of such acquisition, the Issuer shall have delivered to the Agent and the Purchasers a certificate of a Responsible Officer of the Issuer certifying that such acquisition complies with this definition (which certificate shall have attached thereto reasonably detailed backup data and calculations demonstrating such compliance (or in the case of Cash Burn, subject to supporting documentation reasonably acceptable to the Required Purchasers));

(k) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable Requirements of Law; and

(l) no Note Party or any of its Subsidiaries shall, in connection with any such transaction, assume or remain liable with respect to any Indebtedness or contingent obligation (including any material tax or ERISA liability) of the related seller or the assets, business line, unit, division or Person acquired, except to the extent permitted to be incurred under Section 8.03.

“Permitted Acquisition Cap” has the meaning specified in the definition of Permitted Acquisition.

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“Permitted Liens” means, at any time, Liens in respect of property of any Note Party or any of its Subsidiaries permitted to exist at such time pursuant to the terms of Section 8.01.

“Permitted Successors and Assigns” means (a) to the extent the VLN Termination Date has occurred, with respect to any Purchaser, such Person’s successors and assigns and (b) to the extent the VLN Termination Date has not occurred, with respect to any Purchaser, a managed fund, Affiliate, financing party or investment vehicle of, Francisco Partners or an Approved Fund of Francisco Partners.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Personal Information” has the meaning specified in Section 6.25(b).

“PIK Interest” means, as of any date of determination, the aggregate amount of all interest that has been paid in kind and added to the principal balance of the Notes in accordance with Section 2.09(c) on or prior to such date of determination.

“Plan” means any employee benefit plan, within the meaning of Section 3(3) of ERISA, maintained for employees of the Issuer or any of its Subsidiaries or to which the Issuer or any of its Subsidiaries is required to contribute on behalf of any of its employees or otherwise has any liability.

“Pledge Agreement” means the pledge agreement dated as of the Closing Date executed in favor of the Agent, for the benefit of the Secured Parties, by each of the Note Parties, as amended or modified from time to time in accordance with the terms hereof.

“PPSA” means the Personal Property Security Act (Nova Scotia) including the regulations thereto, as amended from time to time (or any successor statute) or similar legislation of any other jurisdiction the laws of which are required by such legislation to be applied in connection with the issue, perfection, enforcement, validity or effect of security interests; provided that if perfection or the effect of perfection or non-perfection or the priority of any Lien created hereunder or under any other Note Document on the Collateral is governed by the personal property security legislation or other applicable legislation with respect to personal property security in effect in a jurisdiction in Canada other than the Province of Nova Scotia, “PPSA” means the Personal Property Security Act or such other applicable legislation (including the Civil Code (Quebec)) in effect from time to time in such other jurisdiction in Canada for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“Pre-Merger Commitment” shall mean, in the case of each Purchaser that is a Purchaser on the Closing Date, its obligation to purchase Pre-Merger Senior Secured Notes from the Issuer pursuant to Section 2.01(a), in an aggregate principal amount equal to the amount set forth opposite such Purchaser’s name on Schedule I under the caption Pre-Merger Commitment or in any Assignment and Assumption pursuant to which such Purchaser becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of the Pre-Merger Commitments as of the Closing Date is $25,000,000.

“Pre-Merger Senior Secured Notes” has the meaning set forth in Section 2.01(a).