Exhibit 10.3


 


SHAREHOLDER RIGHTS AGREEMENT


 


THIS SHAREHOLDER RIGHTS AGREEMENT (this
“Agreement”), dated as of October 3, 2022, is made and entered into by and among Pathfinder Acquisition
Corporation (the “Company”), Pathfinder Acquisition, LLC, a Delaware limited liability company (the
“Sponsor”), FP Credit Partners, L.P. (together with its affiliates who are commitment parties thereunder,
collectively, “Francisco Partners”), and Movella Inc., a Delaware corporation (the
“Target” and, collectively with the Sponsor, the Business Combination Holders (as defined below) and any
person or entity who hereafter becomes a party to this Agreement pursuant to Section ‎6.2 or Section ‎6.10 of this
Agreement, the “Holders” and each, a “Holder”).


 


RECITALS


 


WHEREAS, the Company has entered into
a Business Combination Agreement, dated as of October 3, 2022 (as it may be amended, supplemented or otherwise modified from time to
time, the “Business Combination Agreement”), by and among the Company, Motion Merger Sub, Inc., a Delaware
corporation (“Merger Sub”), and Target, pursuant to which, among other things, on the Effective Date,
Merger Sub will merge (the “Merger”) with and into Target, with the Target as the surviving company in the
merger and a wholly owned subsidiary of the Company (the “Business Combination”);


 


WHEREAS, the Target and certain directors
or option holders of the Target set forth on Schedule 1 hereto (such directors and shareholders, the “Target Holders”)
are parties to that certain Registration Rights Agreement, dated as of September 8, 2020 (the “Prior Agreement”);


 


WHEREAS, the Company, the Sponsor and certain
holders of Class B ordinary shares set forth on Schedule 1 hereto (the “Legacy Pathfinder Holders”) of the Company
prior to the Company’s Domestication are party to that certain Registration Rights Agreement, dated as of February 16, 2021 (the
“Original RRA”);


 


WHEREAS, on or about the date of the closing
of the Business Combination Agreement, certain of the Business Combination Holders will receive shares of the Company’s Common Stock;


 


WHEREAS, the parties to the Prior Agreement
desire to terminate the Prior Agreement to provide for certain rights and obligations included herein;


 


WHEREAS, pursuant to Section 6.8 of the
Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon the written consent of the Company
and the Holders (as defined in the Original RRA) of at least a majority in interest of the Registrable Securities (as defined in the Original
RRA) at the time in question, and the Sponsor and the Legacy Pathfinder Holders are the Holders of at least a majority in interest of
the Registrable Securities as of the date hereof;


 


WHEREAS, the Company and the Target desire
for the Business Combination Holders to become a party to this Agreement prior to the closing of the Business Combination;


 


WHEREAS, the Company and the Sponsor desire
to amend and restate the Original RRA in its entirety and enter into this Agreement, pursuant to which, when the Business Combination
Holders become a party to this Agreement, the Company shall grant the Business Combination Holders certain registration rights with respect
to certain securities of the Company, as set forth in this Agreement; and


 


WHEREAS, the parties hereto desire to enter
into this Agreement, pursuant to which the parties are agreeing to certain rights and obligations, contingent on the closing of the Business
Combination, including certain securities of the Company, as set forth in this Agreement.


 






     


    


    

 


NOW, THEREFORE, in consideration
of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, contingent on the closing of the Business
Combination Agreement, hereby agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


1.1
Definitions. The terms defined in this ‎ARTICLE I shall, for all purposes of this Agreement, have the respective meanings
set forth below:


 


“Additional Holder”
shall have the meaning given in Section ‎6.10.


 


“Additional Holder Common Stock”
shall have the meaning given in Section ‎6.10.


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Board, after
consultation with counsel to the Company, (a) would be required to be made in any Registration Statement or Prospectus in order for
the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of
the circumstances under which they were made) not misleading, (b) would not be required to be made at such time if the Registration
Statement were not being filed, declared effective or used, as the case may be and (c) the Company has a bona fide business purpose
for not making such information public.


 


“Agreement” shall have
the meaning given in the Preamble hereto.


 


“Block Trade” shall
have the meaning given in Section ‎2.5.1.


 


“Board” shall mean the
Board of Directors of the Company.


 


“Business Combination Agreement”
shall have the meaning given in the Recitals hereto.


 


“Business Combination Holders”
shall mean Francisco Partners, Target Holders and Legacy Pathfinder Holders (to the extent such Legacy Pathfinder Holders are listed on
Schedule 1 hereto), whether becoming a party to this Agreement at the date of this Agreement or thereafter pursuant to Section 6.10 of
this Agreement.


 


“Closing” shall have
the meaning given in the Business Combination Agreement.


 


“Closing Date” shall
have the meaning given in the Business Combination Agreement.


 


“Commission” shall mean
the Securities and Exchange Commission.


 


“Common Stock” shall
mean the common stock of the Company (which, for the avoidance of doubt, will be shares of common stock in a Delaware corporation as a
result of the Domestication of Pathfinder Acquisition Corporation and not ordinary shares in a Cayman Islands exempted company).


 


“Company” shall have
the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation, spin-off,
reorganization or similar transaction.


 


“Demanding Holder”
shall have the meaning given in Section ‎2.1.4.


 


“Equity Awards” shall
mean those options and/or awards, exercisable into Common Stock, granted to certain Business Combination Holders under the Incentive Equity
Plans (each as defined in the Business Combination Agreement).


 


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-1 Shelf” shall
have the meaning given in Section ‎2.1.1.


 






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“Form S-3 Shelf” shall
have the meaning given in Section ‎2.1.1.


 


“Francisco Partners Tender Offer Shares”
shall mean the shares of Common Stock acquired pursuant to the tender offer for equity of Pathfinder Acquisition Corp. and the PIPE Shares
(as defined in the Business Combination Agreement).


 


“Francisco Partners Shares”
shall mean (i) the Francisco Partners Tender Offer Shares and (ii) the 1,000,000 shares of Common Stock to be issued to Francisco Partners
(as defined in the Business Combination Agreement) in connection with the FP Financing (as defined in the Business Combination Agreement).


 


“Holder Information”
shall have the meaning given in Section ‎4.1.2.


 


“Holders” shall have
the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.


 


“Joinder” shall have
the meaning given in Section ‎6.10.


 


“Lock-up” shall have
the meaning given in Section ‎5.1.


 


“Lock-up Parties” shall
mean, as applicable, the Sponsor, the Business Combination Holders, and their respective Permitted Transferees.


 


“Lock-up Period” shall
mean:


 


		(A)	with respect to the Business Combination Holders other than the Legacy Pathfinder Holders, the period
beginning on the Closing Date and ending on the date that is 180 days after the Closing Date; and



 


		(B)	with respect to the Sponsor and the Legacy Pathfinder Holders in respect of Lock-up Shares, the period
beginning on the Closing Date and ending on the earlier of (i) 365 days after the Closing Date and (ii) (x) if the closing price of a
share of Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing
Date, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction
that results in all the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property.



 


“Lock-up Shares” shall
mean, other than the Francisco Partners Tender Offer Shares, (i) the Common Stock and any other equity securities convertible into or
exercisable or exchangeable for the Common Stock (including any Private Placement Warrants) held by the Sponsor or Business Combination
Holders immediately following the Closing, (ii) Common Stock issued with respect to or in exchange for Equity Awards on or after the
Closing as permitted by this Agreement (other than Common Stock acquired in the public market), and (iii) the Francisco Partners Shares.


 


“Maximum Number of Securities”
shall have the meaning given in Section ‎2.1.5.


 


“Merger” shall have
the meaning given in the Recitals hereto.


 


“Merger Sub” shall have
the meaning given in the Recitals hereto.


 


“Minimum Takedown Threshold”
shall have the meaning given in Section ‎2.1.4.


 


“Misstatement” shall
mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.


 











 






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“Other Coordinated Offering”
shall have the meaning given in Section ‎2.5.1.


 


“Original RRA” shall
have the meaning given in the Recitals hereto.


 


“Permitted Transferees”
shall mean (a) with respect to the Business Combination Holders and Sponsor and their respective Permitted Transferees, (i) prior
to the expiration of the Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities
prior to the expiration of the Lock-up Period pursuant to Section ‎5.2 and (ii) after the expiration of the
Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities, subject to and in accordance
with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee thereafter,
and (b) with respect to all other Holders and their respective Permitted Transferees, any person or entity to whom a Holder of Registrable
Securities is permitted to transfer such Registrable Securities, including prior to the expiration of any lock-up period applicable to
such Registrable Securities, subject to and in accordance with any applicable agreement between such Holder and/or their respective Permitted
Transferees and the Company and any transferee thereafter.


 


“Piggyback Registration”
shall have the meaning given in Section ‎2.3.1.


 


“Prior Agreement” shall
have the meaning given in the Recitals hereto.


 


“Private Placement Warrants”
shall mean the private placement warrants held by the Sponsor that were purchased by the Sponsor in the private placement that occurred
concurrently with the closing of the SPAC’s initial public offering.


 


“Prospectus” shall mean
the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and
all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable
Security” shall mean (a) any outstanding Common Stock and any other equity security (including the Private
Placement Warrants and any other warrants to purchase Common Stock and Common Stock issued or issuable upon the exercise or
conversion of any other equity security) of the Company held by a Holder immediately following the Closing (including any securities
distributable pursuant to the Business Combination Agreement), (b) any Additional Holder Common Stock, (c) any Francisco
Partners Shares and (d) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any
securities referenced in clause (a) or (b) above by way of a stock dividend or stock split or in connection with a
recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as
to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of:
(A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act
and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement by
the applicable Holder; (B) (i) such securities shall have been otherwise transferred (other than to a Permitted Transferee),
(ii) new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer
shall have been delivered by the Company and (iii) subsequent public distribution of such securities shall not require
registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be
sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or
other restrictions or limitations including as to manner or timing of sale); (E) such securities have been sold without registration
pursuant to Section 4(a)(1) of the Securities Act or Rule 145 promulgated under the Securities Act or any successor rules
promulgated under the Securities Act and (F) such securities have been sold to, or through, a broker, dealer or underwriter in
a public distribution or other public securities transaction.


 


“Registration” shall
mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, Prospectus or similar
document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and
such registration statement becoming effective.


 






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“Registration Expenses”
shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the following:


 


		(A)	all registration and filing fees (including fees with respect to filings required to be made with the
Financial Industry Regulatory Authority, Inc.) and any national securities exchange on which the Common Stock is then listed;



 


		(B)	fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements
of outside counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);



 


		(C)	printing, messenger, telephone and delivery expenses;



 


		(D)	reasonable fees and disbursements of counsel for the Company;



 


		(E)	reasonable fees and disbursements of all independent registered public accountants of the Company incurred
specifically in connection with such Registration; and



 


		(F)	in an Underwritten Offering or Other Coordinated Offering, reasonable fees and expenses not to exceed
$150,000 in the aggregate for each Registration of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders.



 


“Registration Statement”
shall mean any registration statement that covers Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus
included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement,
and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting Holders”
shall have the meaning given in Section ‎2.1.5.


 


“Securities Act” shall
mean the Securities Act of 1933, as amended from time to time.


 


“Shelf” shall mean the
Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.


 


“Shelf Registration”
shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant
to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).


 


“Shelf Takedown” shall
mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.


 


“Sponsor” shall have
the meaning given in the Preamble hereto.


 


“Sponsor Member” shall
mean a member of Sponsor who becomes party to this Agreement as a Permitted Transferee of Sponsor.


 


“Subsequent Shelf Registration Statement”
shall have the meaning given in Section ‎2.1.2.


 


“Target” shall have
the meaning given in the Preamble hereto.


 


“Target Holders” shall
have the meaning given in the Recitals hereto.


 






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“Transfer” shall mean
the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with
respect to, any security or (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise.


 


“Underwriter” shall
mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s
market-making activities.


 


“Underwritten Offering”
shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution
to the public.


 


“Underwritten Shelf Takedown”
shall have the meaning given in Section ‎2.1.4.


 


“VLN” shall mean that
certain Venture Linked Secured Note, to be issued by the Company and payable to Francisco Partners, pursuant to a note purchase agreement
to be executed prior to the Closing Date.


 


“Withdrawal Notice”
shall have the meaning given in Section ‎2.1.6.


 


ARTICLE
II


 


REGISTRATIONS AND OFFERINGS


 


		2.1.	Shelf Registration.



 


2.1.1 Filing. Within
thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration
Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a
Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3
Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to
such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf
declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th)
calendar day following the filing date thereof (or the one hundred and twentieth (120th) calendar day following the filing date
thereof if the Commission notifies the Company that it will “review” the Registration Statement) and (b) the tenth
(10th) business day after the date the Company is notified in writing by the Commission that the Registration Statement will not be
“reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable
Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder
named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the
Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously
effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in
compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event
the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any
Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use a Form S-3
Shelf. The Company’s obligation under this Section ‎2.1.1, shall, for the avoidance of doubt, be subject to Section ‎3.4.


 


2.1.2 Subsequent Shelf
Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities
are still outstanding, the Company shall, subject to Section ‎3.4, use its commercially reasonable efforts to as
promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using
commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall
use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected
to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as
a Shelf Registration (a “Subsequent Shelf Registration Statement”) registering the resale of all
Registrable Securities (determined as of two (2) business days prior to such filing). If a Subsequent Shelf Registration
Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration
Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being
agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405
promulgated under the Securities Act) if the Company is a well-known seasoned issuer at the time of filing (as defined in Rule 405
promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such
Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their
Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no
longer any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the
Company is eligible to use such form at the time of filing. Otherwise, such Subsequent Shelf Registration Statement shall be on
another appropriate form. The Company’s obligation under this Section ‎2.1.2, shall, for the avoidance of
doubt, be subject to Section ‎3.4.


 






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2.1.3 Additional
Registrable Securities. Subject to Section ‎3.4, in the event that any Holder holds Registrable Securities that are
not registered for resale on a delayed or continuous basis, the Company, upon written request of such Holder, shall promptly use its
commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s
option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration
Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf
Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be
required to cause such additional Registrable Securities to be so covered once per calendar year for each of the Sponsor and the
Business Combination Holders.


 


2.1.4 Requests for Underwritten
Shelf Takedowns. Subject to Section ‎3.4, at any time and from time to time when an effective Shelf is on file with the
Commission, the Sponsor, Francisco Partners, or a majority-in-interest of the Business Combination Holders (any of the Sponsor, Francisco
Partners or a Business Combination Holder being in such case, a “Demanding Holder”) may request to sell all
or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten
Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if
such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with
other Demanding Holders, with a total offering price of at least $30 million in the aggregate (the “Minimum Takedown
Threshold”); provided further that the Company shall not be required to effect an Underwritten Shelf Takedown if
the Company is selling or planning to launch an Underwritten Offering within twenty-one (21) days of the Underwritten Shelf Takedown..
All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate
number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown; provided further that the Company shall
only be obligated to effect an Underwritten Shelf Takedown for any Francisco Partners Tender Offer Shares pursuant to this Section
2.1.4 upon the earlier of (i) the fifth anniversary of the Closing Date, (ii) the VLN having been accelerated after an event of default,
(iii) the VLN has been fully repaid or otherwise satisfied and the Company has received a payoff letter reasonably acceptable to it acknowledging
satisfaction in full of the VLN or (iv) at any other time in the event that Francisco Partners becomes entitled to sell Francisco Partners
Tender Offer Shares pursuant to any written agreement between Francisco Partners and the Company. Subject to Section ‎2.5.4,
the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally
recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld,
conditioned or delayed). The Sponsor may demand not more than two (2) Underwritten Shelf Takedown and the Business Combination Holders
may not demand more than two (2) Underwritten Shelf Takedowns, in each case, pursuant to this Section ‎2.1.4 in
any twelve (12) month period (in each case, a “Demand”); provided that, Francisco Partners may
demand one (1) additional Underwritten Shelf Takedown pursuant to this Section ‎2.1.4 in any twelve (12) month period
to the extent that Francisco Partners does not participate in any Underwritten Shelf Takedowns effected at the request of a majority-in-interest
of the Business Combination Holders during such twelve (12) month period. For the avoidance of doubt, a request by a Demanding Holder
to effect an Underwritten Shelf Takedown shall constitute a Demand notwithstanding the refusal, or the inability, as the case may be,
of the Underwriters to effect such offering provided, that, such refusal or inability, as applicable, occurs following the filing
of the “red herring” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown. Notwithstanding
anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration
Statement, including a Form S-3, that is then available for such offering.


 






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2.1.5 Reduction of
Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the
Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such
Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or
number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with
all other Common Stock or other equity securities that the Company desires to sell and all other Common Stock or other equity
securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual
piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum number of equity
securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the
distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such
securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such
Underwritten Offering, before including any Common Stock or other equity securities proposed to be sold by Company or by other
holders of Common Stock or other equity securities, the Registrable Securities of (i) first, to the Demanding Holders that can
be sold without exceeding the Maximum Number of Securities (pro rata based on the respective number of Registrable Securities that
each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable
Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Requesting Holders
(if any) (pro rata based on the respective number of Registrable Securities that each Requesting Holder (if any) has requested be
included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Requesting Holders
have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of
Securities.


 


2.1.6 Withdrawal. Prior
to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten
Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to
withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal
Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such
Underwritten Shelf Takedown; provided that the Sponsor or a Business Combination Holder may elect to have the Company
continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities
proposed to be sold in the Underwritten Shelf Takedown by the Sponsor or the Business Combination Holders or any of their respective
Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an
Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section ‎2.1.4, unless such
Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there
is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable
Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if the
Sponsor or a Business Combination Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the
immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by
the Sponsor or such Business Combination Holder, as applicable, for purposes of Section ‎2.1.4. Following the
receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to
participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for
the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section ‎2.1.6,
other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of
this Section ‎2.1.6. For the avoidance of doubt, this Section 2.1.6 shall not apply after the filing of the
applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown.


 


2.1.7 Registration of
Francisco Partners Tender Offer Shares. Notwithstanding anything to the contrary in this Agreement, the Company shall be
permitted to register the Francisco Partners Tender Offer Shares, or a portion thereof, under any Registration Statement filed
pursuant to this Agreement.


 






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	2.2	[Reserved.]



 


		2.3.	Piggyback Registration



 


2.3.1 Piggyback Rights.
Subject to Section ‎2.5.3, if the Company or any Holder proposes to conduct a registered offering of, or if the
Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities,
or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or
for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without
limitation, an Underwritten Shelf Takedown pursuant to Section ‎2.1), other than a Registration Statement (or any
registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan,
(ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under
the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of
the Company, (iv) for a dividend reinvestment plan, (v) a Block Trade, or (vi) an Other Coordinated Offering, then
the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as
practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case
of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus
supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included
in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any,
in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered
offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of
such written notice (such registered offering, a “Piggyback Registration”). Subject to Section ‎2.3.2,
the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if
applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback
Registration to permit the Registrable Securities requested by the Holders pursuant to this Section ‎2.3.1 to be
included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and
to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution
thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such
Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such
Underwritten Offering.


 


2.3.2 Reduction of
Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback
Registration in writing that the dollar amount or number of Common Stock or other equity securities that the Company desires to
sell, taken together with (i) Common Stock or other equity securities, if any, as to which Registration or a registered
offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of
Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section ‎2.3
hereof, and (iii) Common Stock or other equity securities, if any, as to which Registration or a registered offering has been
requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of
Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:


 


		(a)	if the Registration or registered offering is undertaken
for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, Francisco
Partners Shares to be sold at the direction of the Company or other Common Stock that the Company desires to sell, which can be sold
without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities
pursuant to Section ‎2.3.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested
be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included
in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock or other equity
securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back
registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding
the Maximum Number of Securities;



 






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		(b)	if the Registration or registered offering is pursuant to a demand by persons or entities other than the
Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, Francisco
Partners Shares to be sold at the direction of the Company or other Common Stock that the Company desires to sell, which can be sold without
exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant
to Section ‎2.3.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be
included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included
in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock or other equity securities,
if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding
the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (A), (B), (C) and (D), the Common Stock or other equity securities, if any, as to which Registration or a registered
offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than
the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and



 


		(c)	if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by
Holder(s) of Registrable Securities pursuant to Section ‎2.1 hereof, then the Company shall include in any such Registration
or registered offering securities in the priority set forth in Section ‎2.1.5.



 


2.3.3 Piggyback
Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an
Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to
withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter
or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the
Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback
Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus
supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good
faith determination or as the result of a request for withdrawal by persons or entities pursuant to separate written contractual
obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in
no circumstance, shall include a Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding
anything to the contrary in this Agreement (other than Section ‎2.1.6), the Company shall be responsible for the
Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section ‎2.3.3.


 


2.3.4 Unlimited
Piggyback Registration Rights. For purposes of clarity, subject to Section ‎2.1.6, any Piggyback Registration
effected pursuant to Section ‎2.3 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section ‎2.1.4
hereof.


 


2.4
Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company, including with respect to
the sale of Francisco Partners Tender Offer Shares (other than a Block Trade or Other Coordinated Offering), if requested by the managing
Underwriters, each Holder participating in such Underwritten Offering agrees that it shall not Transfer any Common Stock or other equity
securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent
of the Company, during the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date
of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise
agree by written consent. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect
(in each case on substantially the same terms and conditions as all such Holders).


 






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		2.5.	Block Trades; Other Coordinated Offerings.



 


2.5.1.   Notwithstanding
any other provision of this ‎ARTICLE II, but subject to Section ‎3.4, at any time and from time to time when
an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering
not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”),
or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether
as agent or principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price
of at least $30 million in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding
Holder, then such Demanding Holder only needs to notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business
days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block
Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities
wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company
and any Underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate preparation of the
registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering; provided
further that the Company shall not be required to effect a Block Trade or Other Coordinated Offering if any Francisco Partners Tender
Offer Shares are planned to be sold at the direction of the Company within twenty-one (21) days of any such Block Trade or Other Coordinated
Offering, as applicable.


 


2.5.2.   Prior
to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or
Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering
shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, sales agents
or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block
Trade or Other Coordinated Offering prior to its withdrawal under this Section ‎2.5.2.


 


2.5.3.   Notwithstanding
anything to the contrary in this Agreement, Section ‎2.3 shall not apply to a Block Trade or Other Coordinated Offering
initiated by a Demanding Holder pursuant to this Agreement.


 


2.5.4.   The
Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers, sales
agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more
reputable nationally recognized investment banks).


 


2.5.5.   A
Demanding Holder in the aggregate may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section ‎2.5
in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this
Section ‎2.5 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section ‎2.1.4
hereof.


 


ARTICLE III


 


COMPANY PROCEDURES


 


3.1
General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts
to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof,
and pursuant thereto the Company shall:


 


3.1.1.   prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially
reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered
by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement
or have ceased to be Registrable Securities;


 


3.1.2.   prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered
on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan
of distribution set forth in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable Securities;


 






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3.1.3.   prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such Holders; provided that the Company shall have no obligation to furnish any documents publicly filed or furnished
with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”);


 


3.1.4.   prior
to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification)
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with
or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do
any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 


3.1.5.   cause
all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are
then listed;


 


3.1.6.   provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of
such Registration Statement;


 


3.1.7.   advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;


 


3.1.8.   at
least three (3) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange
Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order
to reduce the number of days that sales are suspended pursuant to Section 3.4), furnish a copy thereof to each seller of such
Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated
by reference therein);


 


3.1.9.   notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;


 






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3.1.10.   in
the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent
pursuant to such Registration permit a representative of the Holders, the Underwriters or other financial institutions facilitating such
Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney,
consultant or accountant retained by such Holders or Underwriter to participate, at each such person’s or entity’s own expense,
in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such representative, Underwriter, financial institution, attorney, consultant or accountant in connection
with the Registration; provided, however, that such representatives, Underwriters or financial institutions agree to confidentiality
arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.11.   obtain
a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering,
a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject
to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s
independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily
covered by “comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest
of the participating Holders;


 


3.1.12.   in
the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent
pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration obtain an opinion,
dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the
broker, placement agents or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration
in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent or Underwriter may
reasonably request and as are customarily included in such opinions and negative assurance letters;


 


3.1.13.   in
the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent
pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual
and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;


 


3.1.14.   make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months
beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect);


 


3.1.15.   with
respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior
executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter
in such Underwritten Offering; and


 


3.1.16.   otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders,
consistent with the terms of this Agreement, in connection with such Registration.


 


Notwithstanding the foregoing, the Company shall
not be required to provide any documents or information to an Underwriter, broker, sales agent or placement agent if such Underwriter,
broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering
involving a registration as an Underwriter, broker, sales agent or placement agent, as applicable.


 


3.2.
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the
Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 






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3.3.
Requirements for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary,
if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable
Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that it
is necessary or advisable to include such information in the applicable Registration Statement or Prospectus and such Holder continues
thereafter to withhold such information. In addition, no person or entity may participate in any Underwritten Offering or other offering
for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees
to sell such person’s or entity’s securities on the basis provided in any underwriting, sales, distribution or placement
arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities,
lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such
underwriting, sales, distribution or placement arrangements. For the avoidance of doubt, the exclusion of a Holder’s Registrable
Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included
in such Registration.


 


	3.4.	Delay of Submission, Filing, Effectiveness or Use; Suspension
of Sales; Adverse Disclosure; Restrictions on Registration Rights.



 


3.4.1.   Upon
receipt of written notice from the Company that: (a) a Registration Statement or Prospectus contains a Misstatement; (b) any
request by the Commission for any amendment or supplement to any Registration Statement or Prospectus or for additional information or
of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered
to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will
not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein not misleading; or (c) upon any suspension by the Company, pursuant to a written insider trading compliance
program adopted by the Board, of the ability of all “insiders” covered by such program to transact in the Company’s
securities because of the existence of material non-public information, each of the Holders shall forthwith discontinue disposition of
Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (a) or
(b), it has received copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare
and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing
by the Company that the use of the Prospectus may be resumed, or (y) in the case of (c), until the restriction on the ability of
“insiders” to transact in the Company’s securities is removed, and, if so directed by the Company, each such Holder
will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the most recent Prospectus
covering such Registrable Securities at the time of receipt of such notice.


 


3.4.2.   Subject
to Section 3.4.4, if the submission, filing, initial effectiveness or continued use of a Registration Statement in respect
of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the Company to update
the financial statements included in the Registration Statement in order to comply with Regulation S-X age of financial statement requirements,
(c) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons
beyond the Company’s control, or (d) in the good faith judgment of the majority of the Board such Registration, be detrimental
to the Company and the majority of the Board concludes as a result that it is advisable to defer such submission, filing, initial effectiveness
or continued use at such time, the Company may, upon giving prompt written notice of such action to the Holders (which notice shall not
specify the nature of the event giving rise to such delay or suspension), delay the submission, filing or initial effectiveness of, or
suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for
such purpose notwithstanding the requirements of any other provision contained herein, including, without limitation, Section 2.1.
In the event the Company exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their
receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer
to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities
may be resumed, and in each case maintain the confidentiality of such notice and its contents.


 






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3.4.3.   Subject
to Section 3.4.4, (a) during the period starting with the date sixty (60) days prior to the Company’s good
faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of,
a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all commercially reasonable
efforts to maintain the effectiveness of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders
have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to firmly
underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered
offering pursuant to Section 2.1.4 or Section 2.1.5.


 


3.4.4.   The
right to delay or suspend any submission, filing, initial effectiveness or continued use of a Registration Statement pursuant to clause
(a) or (d) of Section 3.4.2 or a registered offering pursuant to Section 3.4.3 shall be exercised by the
Company, in the aggregate, for not more than ninety (90) consecutive calendar days or more than one hundred and twenty (120) total
calendar days in each case, during any twelve (12)-month period.


 


3.5.
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act
and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed
or furnished with the Commission pursuant to EDGAR shall be deemed to have been furnished or delivered to the Holders pursuant to this
Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all
to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor
rule then in effect). Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized
officer as to whether it has complied with such requirements.


 


ARTICLE
IV


 


INDEMNIFICATION AND CONTRIBUTION


 


	4.1.	Indemnification.



 


4.1.1.   The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents
and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities
and out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’ fees) resulting from any
untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus
or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained
in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify
the Underwriters, their officers and directors and each person or entity who controls such Underwriters (within the meaning of the Securities
Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 


4.1.2.   In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish (or
cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection
with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by
law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls the Company (within the meaning
of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable
and documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained or incorporated
by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
but only to the extent that such untrue statement is contained in (or not contained in, in the case of an omission) any information or
affidavit so furnished in writing by or on behalf of such Holder expressly for use therein; provided, however, that the
obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each
such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale
of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters,
their officers, directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same
extent as provided in the foregoing with respect to indemnification of the Company.


 






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4.1.3.   Any
person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party
a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement
which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms
of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.


 


4.1.4.   The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the
transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.


 


4.1.5.   If
the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result
of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the
indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not
made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission), such indemnifying
party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information
and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.1.5
shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount
paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the
limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket
expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would
not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any
other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.1.5.
No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution pursuant to this Section 4.1.5 from any person or entity who was not guilty of such fraudulent misrepresentation.


 






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ARTICLE
V


 


LOCK-UP


 


5.1. Lock-Up.
Subject to Section 5.2 and Section 5.3, each Lock-up Party agrees that it shall not Transfer any Lock-up
Shares prior to the end of, in respect of such Lock-up Party, the applicable Lock-up Period (the
“Lock-up”).


 


5.2.
Permitted Transferees. Notwithstanding the provisions set forth in Section 5.1, each Lock-up Party may Transfer the
Lock-up Shares during the Lock-up Period (a) to (i) the Company’s officers or directors, (ii) any affiliates or family
members of the Company’s officers or directors, (iii) if the undersigned is a corporation, partnership (whether general, limited
or otherwise), limited liability company, trust or other business entity, (x) transfers to another corporation, partnership, limited
liability company, trust, syndicate, association or other business entity that controls, is controlled by or is under common control
or management with the undersigned, and (y) distributions of Common Stock to its partners, limited liability company members, equity
holders or shareholders of the undersigned or (iv) any other Lock-up Party or any direct partners, members or equity holders of
such other Lock-up Party, any affiliates of such other Lock-up Party or any related investment funds or vehicles controlled or managed
by such persons or entities or their respective affiliates, (b) in the case of an individual, by gift to a member of the individual’s
immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such
person or entity, or to a charitable organization, (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of the individual, (d) in the case of an individual, pursuant to a qualified domestic relations order, (e) in the
case of a trust, by distribution to one or more of the permissible beneficiaries of such trust, (f) to the partners, members or
equity holders of such Lock-up Party by virtue of the Lock-up Party’s organizational documents, as amended, upon dissolution of
the Lock-up Party, (g) bona fide pledges of Common Stock as security or collateral in connection with any bona fide borrowing or
incurrence of any indebtedness by any Holder or any member of its group; provided, that any Holder who is subject to any pre-clearance
and trading policies of the Company must also comply with any additional restrictions on the pledging of Common Stock imposed on such
Holder by the Company’s policies, (h) to the Company, or (i) in connection with a liquidation, merger, stock exchange,
reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results
in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property subsequent
to the Closing Date. The parties acknowledge and agree that any Permitted Transferee of a Lock-up Party shall be subject to the transfer
restrictions set forth in this ARTICLE V with respect to the Lock-Up Shares upon and after acquiring such Lock-Up Shares.


 


ARTICLE
VI


 


MISCELLANEOUS 


 


6.1.
Notices. Any notice or communication under this Agreement must be in writing and given by (i) recorded mail, addressed to
the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or
by courier service providing evidence of delivery, or (iii) transmission by hand delivery, or electronic mail. Each notice or communication
that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received,
in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered
by courier service, hand delivery or electronic mail, at such time as it is delivered to the addressee (with the delivery receipt or
the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under
this Agreement must be addressed, if to the Company, to: Movella Inc., 2570 N First Street #300, San Jose, CA 95131, Attention: Dennis
Calderon or by email: dennis.calderon@movella.com, and, if to any Holder, at such Holder’s address, electronic mail address as
set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by
written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of
such notice as provided in this Section 6.1.


 


	6.2.	Assignment; No Third Party Beneficiaries.



 


6.2.1.   This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part.


 






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6.2.2.   Subject
to Section 6.2.4 and Section 6.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder
may be assigned in whole or in part to such Holder’s Permitted Transferees to which it transfers Registrable Securities; provided
that with respect to the Sponsor and the Business Combination Holders, the rights hereunder that are personal to such Holders may not
be assigned or delegated in whole or in part, except that (i) the Sponsor shall be permitted to transfer its rights hereunder to one or
more affiliates or any direct or indirect partners, members or equity holders of the Sponsor (including Sponsor Members), which, for the
avoidance of doubt, shall include a transfer of its rights in connection with a distribution of any Registrable Securities held by Sponsor
to Sponsor Members (it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees)
and (ii) Francisco Partners shall be permitted to transfer its rights hereunder to one or more affiliates or any direct or indirect partners,
members or equity holders of Francisco Partners, which, for the avoidance of doubt, shall include a transfer of its rights in connection
with a distribution of any Registrable Securities held by Francisco Partners to such transferees (it being understood that no such transfer
shall reduce or multiply any rights of Francisco Partners or such transferees).


 


6.2.3.   This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and
the permitted assigns of the Holders, which shall include Permitted Transferees.


 


6.2.4.   This
Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set
forth in this Agreement and Section 6.2.


 


6.2.5.   No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement, including the joinder in the
form of Exhibit A attached hereto). Any transfer or assignment made other than as provided in this Section 6.2 shall
be null and void.


 


6.3.
Counterparts. This Agreement may be executed in multiple counterparts (including PDF counterparts), each of which shall be deemed
an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


6.4.
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES
EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AND (2) THE
VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE EXCLUSIVELY IN THE SUPREME COURT OF THE STATE OF NEW YORK, NEW YORK
COUNTY, AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF NEW YORK, NEW YORK COUNTY, OR IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK.


 


6.5.
Trial by Jury. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 






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6.6.
Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total
Registrable Securities in number of Registrable Securities, compliance with any of the provisions, covenants and conditions set forth
in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however,
that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent of the Sponsor for so
long as Sponsor and its affiliates and its Permitted Transferees hold, in the aggregate, at least five percent (5%) of the outstanding
Common Stock of the Company; provided, further, that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also
require the written consent of each Business Combination Holder so long as such Business Combination Holder and its affiliates hold,
in the aggregate, at least five percent (5%) of the outstanding Common Stock; and provided, further, that any amendment
hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company,
in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected.
No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or
the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder
or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or
preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


6.7.
Other Registration Rights. The Company represents and warrants that no person or entity, other than a Holder of Registrable Securities,
has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company
in any Registration Statement filed by the Company for the sale of securities for its own account or for the account of any other person
or entity. The Company hereby agrees and covenants that it will not grant rights to register any Common Stock (or securities convertible
into or exchangeable for Common Stock) pursuant to the Securities Act that are more favorable, pari passu or senior to those granted
to the Holders hereunder without (a) the prior written consent of the Sponsor for so long as the Sponsor and its affiliates and
its Permitted Transferees hold, in the aggregate, Registrable Securities representing at least five percent (5%) of the outstanding Common
Stock, and the prior written consent of each other Holder, for so long as such Holder and its affiliates hold, in the aggregate, Registrable
Securities representing at least five percent (5%) of the outstanding Common Stock, or (b) granting economically and legally equivalent
rights to the Holders hereunder such that the Holders shall receive the benefit of such more favorable or senior terms and/or conditions.
Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with
similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of
this Agreement shall prevail.


 


6.8.
Term. This Agreement shall terminate on the earlier of (a) the fifth anniversary of the date of this Agreement;(b) with
respect to any Holder, on the date that such Holder no longer holds any Registrable Securities or (c) such time as such Holder can sell
all Registrable Securities pursuant to Rule 144 promulgated under the Securities Act without regard to holding period, manner of sale
or notice requirements, or volume limitations. The provisions of Section 3.5 and ARTICLE IV shall survive any termination.


 


6.9.
Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities
held by such Holder in order for the Company to make determinations hereunder.


 


6.10.
Additional Holders; Joinder. In addition to the persons or entities who may become Holders pursuant to Section 6.2
hereof, subject to the prior written consent of each Holder (so long as such Holder and its affiliates hold, in the aggregate, Registrable
Securities representing at least five percent (5%) of the outstanding Common Stock), the Company may make any person or entity who
acquires Common Stock or rights to acquire Common Stock after the date hereof a party to this Agreement (each such person or entity,
an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the
form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations
of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such
Additional Holder, the Common Stock then owned, or underlying any rights then owned, by such Additional Holder (the “Additional
Holder Common Stock”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder
shall be a Holder under this Agreement with respect to such Additional Holder Common Stock. For clarity, any Business Combination Holder who executes a Joinder on or after the date hereof shall be a party to this Agreement.


 






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6.11.
Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular
provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for
any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other
jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable
in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.


 


6.12.
Entire Agreement. This Agreement constitutes the full and entire agreement and understanding between the parties with respect
to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.


 


6.13.
Adjustments. If, and as often as, there are any changes in the Registrable Securities by way of stock split, stock dividend, combination
or reclassification, or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate adjustment
shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder
shall continue with respect to the Registrable Securities as so changed.


 


6.14.
Effectiveness of this Agreement. The rights and obligations of the parties to this agreement are conditioned upon the Closing
of the Business Combination Agreement. In the event the Closing does not occur, this agreement shall be void and have no force or effect.


 


[SIGNATURE PAGES FOLLOW]


 






    20


     


    

 


IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 	                     
	 	PATHFINDER ACQUISITION CORPORATION 
	 	 	 
	 	By:	/s/ David Chung
	 	Name: 	David Chung
	 	Title:	Chief Executive Officer



 


	 	SPONSOR:
	 	 	                               
	 	PATHFINDER ACQUISITION LLC
	 	 	 
	 	By:	/s/ David Chung
	 	Name: 	David Chung
	 	Title:	Chief Executive Officer


 





	 	FRANCISCO PARTNERS:
	 	 
	 	FP CREDIT PARTNERS, L.P.
	 	 	 
	 	By:	FP Credit Partners GP, L.P., its General Partner
	 	 	 
	 	By:	FP Credit Partners GP Management, LLC, its General Partner
	 	 	 
	 	By:	/s/ Scott
    Eisenberg
	 	Name: 	Scott Eisenberg
	 	Title:	Managing Director


 


	 	TARGET:
	 	 	                               
	 	Movella, Inc.
	 	 	 
	 	By:	/s/ Ben Lee
	 	Name: 	Ben Lee
	 	Title:	Chief Executive Officer


 


	 	HOLDERS:
	 	 	 
	 	By:	/s/ Paul Weiskopf
	 	Name:	Paul Weiskopf
	 	 	 
	 	By:	/s/ Steven Walske
	 	Name:	Steven Walske
	 	 	 
	 	By:	/s/ Omar Johnson
	 	Name:	Omar Johnson






 






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Schedule 1 


Target Holders


 


		●	KPCB Holdings, Inc., as nominee



 


		●	Axess
                                            II Holdings



 


		●	Ben
                                            Lee



 


		●	Steve
                                            Smith



 


		●	Dennis
                                            Calderon



 


		●	Other
                                            directors and officers of Target or the Company designated by Target prior to Closing or
                                            the Company following the Closing



 


Legacy
Pathfinder Holders


 


		●	Steve
                                            Walske



 


		●	Paul
                                            Weiskopf



 


		●	Omar
                                            Johnson






 






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Exhibit A 


 


SHAREHOLDER RIGHTS AGREEMENT JOINDER 


 


The undersigned is executing and delivering this
joinder (this “Joinder”) pursuant to the Shareholder Rights Agreement, dated as of           ,
2022 (as the same may hereafter be amended, the “Shareholder Rights Agreement”), among Movella Inc. (the “Company”),
and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings
provided in the Shareholder Rights Agreement.


 


By executing and delivering this Joinder to the
Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby agrees to become
a party to, to be bound by, and to comply with the Shareholder Rights Agreement as a Holder of Registrable Securities in the same manner
as if the undersigned were an original signatory to the Shareholder Rights Agreement, and the undersigned’s Common Stock shall be
included as Registrable Securities under the Shareholder Rights Agreement to the extent provided therein.


 


Accordingly, the undersigned has executed and
delivered this Joinder as of the
day of           , 2[●]  .


 


	 	 
	 	Signature of Stockholder
	 	 
	 	 
	 	Print Name of Stockholder
	 	Its:



 


	 	Address: 	  
	 	 
	 	 
	 	 
	 	 



 


Agreed and Accepted as of


 


          ,
2[●]  


 


Movella Inc.


 


	By: