Exhibit 10.5


 


 


 


 


 


 


 


REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT


 


BY AND AMONG


 


SERVICEMAX, INC.


 


AND


 


THE STOCKHOLDERS PARTY HERETO


 


DATED AS OF JULY 15, 2021


 





 


 


 


 


 











 



 






     


     


    

 


TABLE OF CONTENTS


 


	Article I EFFECTIVENESS Article I EFFECTIVENESS 	2
	 	 	 
	 	1.1.	Effectiveness 	2
	 	 	 
	Article II DEFINITIONS 	2
	 	 	 
	 	2.1.	Definitions 	2
	 	 	 
	 	2.2.	Other Interpretive Provisions 	7
	 	 	 
	Article III REGISTRATION RIGHTS 	8
	 	 	 
	 	3.1.	Demand Registration 	8
	 	 	 
	 	3.2.	Shelf Registration	9
	 	 	 
	 	3.3.	Piggyback Registration 	11
	 	 	 
	 	3.4.	Lock-Up Agreements 	13
	 	 	 
	 	3.5.	Registration Procedures 	14
	 	 	 
	 	3.6.	Underwritten Offerings 	17
	 	 	 
	 	3.7.	No Inconsistent Agreements; Additional Rights 	18
	 	 	 
	 	3.8.	Registration Expenses 	18
	 	 	 
	 	3.9.	Opt-Out Notices. 	19
	 	 	 
	 	3.10.	Indemnification 	19
	 	 	 
	 	3.11.	Rules 144 and 144A and Regulation S 	21
	 	 	 
	 	3.12.	Existing Registration Statements	 21
	 	 	 
	Article IV SHAREHOLDER RIGHTS AND RELATED PROVISIONS 	21
	 	 	 
	 	4.1.	Board of Directors 	21
	 	 	 
	 	4.2.	Board Committees 	23
	 	 	 
	 	4.3.	Subsidiary Boards and Committees 	23
	 	 	 
	 	4.4.	Director Expenses 	23
	 	 	 
	 	4.5.	Directors’ and Officers’ Insurance 	23
	 	 	 
	 	4.6.	Confidentiality 	24
	 	 	 
	 	4.7.	Other Business Opportunities 	24
	 	 	 
	 	4.8.	Other Business Activities of Holders 	25



 






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	Article V MISCELLANEOUS 	25
	 	 	 
	 	5.1.	Authority; Effect 	25
	 	 	 
	 	5.2.	Notices 	25
	 	 	 
	 	5.3.	Termination and Effect of Termination 	26
	 	 	 
	 	5.4.	Permitted Transferees	 26
	 	 	 
	 	5.5.	Legend Removal 	26
	 	 	 
	 	5.6.	Remedies	 26
	 	 	 
	 	5.7.	Amendments 	27
	 	 	 
	 	5.8.	Governing Law 	27
	 	 	 
	 	5.9.	Consent to Jurisdiction; Venue; Service 	27
	 	 	 
	 	5.10.	WAIVER OF JURY TRIAL	 27
	 	 	 
	 	5.11.	Merger; Binding Effect; Assignment	 28
	 	 	 
	 	5.12.	Counterparts 	28
	 	 	 
	 	5.13.	Severability 	28
	 	 	 
	 	5.14.	No Recourse 	28



 












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This REGISTRATION AND SHAREHOLDER
RIGHTS AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof,
this “Agreement”), dated as of July 15, 2021, is made by and among:


 


i. ServiceMax,
Inc., a Delaware corporation (the “Company”);


 


ii. ServiceMax
JV, LP, a Delaware limited partnership (“Parent”);


 


iii. SLP
Snowflake Aggregator, LP, a Delaware limited partnership;


 


iv. General
Electric Company, a New York corporation (“GE”);


 


v. Salesforce
Ventures LLC (“SFDC”);


 


vi. Pathfinder
Acquisition LLC, a Delaware limited liability company (the “Sponsor”); and


 


vii. each
other Person whose signature appears on the signature pages attached hereto.


 


RECITALS


 


WHEREAS, ServiceMax JV GP,
LLC, SLP Snowflake Aggregator, LP, GE, ServiceMax Holdings, LLC, Salesforce Ventures LLC and certain persons named thereto are parties
to that certain Third Amended and Restated Limited Partnership Agreement, dated as of February 24, 2020 (the “LP Agreement”)
to be liquidated in connection with the Pre-Closing Reorganization contemplated by the Business Combination Agreement (as defined below);


 


WHEREAS, the Company, Stronghold
Merger Sub, Inc., a Cayman Islands exempted company with limited liability (“Stronghold Merger Sub”) and Pathfinder
Acquisition Corporation, a Cayman Islands exempted company with limited liability (“Pathfinder”), have entered into
that certain Business Combination Agreement, dated as of July 15, 2021 (as amended, restated, supplemented or otherwise modified from
time to time, the “Business Combination Agreement”), pursuant to which, among other things, (i) Stronghold Merger Sub
will merge with and into Pathfinder, with Pathfinder as the surviving company in the merger, and, as a result of such merger, Pathfinder
will become a wholly owned subsidiary of the Company, and (ii) immediately following such merger, Pathfinder will subsequently merge with
and into the Company, with the Company as the surviving company in the second merger;


 


WHEREAS, pursuant to the Business
Combination Agreement, on the Closing Date prior to the First Merger Effective Time, the Company shall cause the following transactions
to occur in the following order: (1) a forward stock split of the Company Pre-Closing Common Shares such that each Company Pre-Closing
Common Share issued and outstanding as of such time (which, for the avoidance of doubt, are as of the date hereof and will be as of such
time be held by Parent and constitute all of the issued and outstanding Equity Securities of the Company) shall become a number of Company
Post-Closing Common Shares equal to the Company Exchange Ratio; (2) all of the Company Post-Closing Common Shares held by Parent immediately
following the consummation of the stock split described in clause (1) shall be distributed to the Vested Parent Equityholders
in accordance with the Allocation Schedule; (3) each Unvested Parent Equity Award shall be converted into Unvested Company Equity Awards;
and (4) Parent shall be terminated, dissolved and liquidated in accordance with the applicable provisions of the Business Combination
Agreement, the Governing Documents of the Company, Parent and Parent GP, the shareholders agreements applying to Parent (if any) and applicable
Laws and, from and after such termination, dissolution and liquidation, the Parent Equityholders will have no further rights (contingent
or otherwise) in respect of the Equity Securities, ownership or control of Parent, the Company or any of their respective Subsidiaries,
except in respect of the Company Post-Closing Common Shares so distributed to such Parent Equityholder in accordance with the terms hereof
or as otherwise provided for herein, under any applicable Ancillary Document or under applicable Law (the transactions described in the
foregoing clauses (1) through (4), collectively, the “Pre-Closing Reorganization”); and


 






     


     


    

 


NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the other parties to this Agreement, intending to be legally bound, hereby agree as
follows:


 


Article
I



EFFECTIVENESS


 


1.1. Effectiveness.
This Agreement shall become effective upon the Closing.


 


Article
II



DEFINITIONS


 


2.1. Definitions.


 


2.1.1. Capitalized
terms used and not otherwise defined in Section 2.1.2 or elsewhere in this Agreement shall have the meanings ascribed to such terms
in the Business Combination Agreement.


 


2.1.2. The
following terms shall have the meanings ascribed to them in this Section 2.1.2
for purposes of this Agreement:


 


“Adverse Disclosure”
means public disclosure of material non-public information that, in the good faith judgment of the Board: (a) would be required to be
made in any Registration Statement filed with the SEC by the Company so that such Registration Statement, from and after its effective
date, does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; (b) would not be required to be made at such time but for the filing, effectiveness or
continued use of such Registration Statement; and (c) the Company has a bona fide business purpose for not disclosing publicly.


 


“Affiliate”
means, (a) with respect to any specified Person that is not a natural person, (i) any other Person which directly or indirectly through
one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person, and (ii) any corporation,
trust, limited liability company, general or limited partnership or other entity advised or managed by, or under common control or management
with, such Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership
of voting securities, by agreement or otherwise) and (b) with respect to any specified natural person, any Member of the Immediate Family
of such specified natural person, or any Person that is, directly or indirectly, controlled by such specified natural person; provided
that the Company and each of its subsidiaries shall be deemed not to be Affiliates of any Holder.


 


“Agreement”
shall have the meaning set forth in the preamble.


 






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“Board”
means the board of directors of the Company.


 


“Business Day”
means a day, other than a Saturday or Sunday, on which commercial banks in San Francisco, California are open for the general transaction
of business.


 


“Business Combination
Agreement” shall have the meaning set forth in the preamble.


 


“Bylaws”
means the bylaws of the Company, as amended, restated, supplemented or otherwise modified and in effect from time to time.


 


“Certificate”
means the certificate of incorporation of the Company, as amended, restated, supplemented or otherwise modified and in effect from time
to time, including any certificate of designation, correction or amendment filed with the Secretary of State of the State of Delaware.


 


“Charitable Gifting
Event” means any Transfer by a holder of Registrable Securities, or any subsequent Transfer by such holder’s, direct or
indirect, members, partners or other employees, in connection with a bona fide gift to any Charitable Organization made on the date of,
but prior to, the execution of the underwriting agreement entered into in connection with any Underwritten Public Offering.


 


“Charitable Organization”
means a charitable organization as described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time.


 


“Common Stock”
means the common stock of the Company, par value $0.0001 per share.


 


“Company Indemnitees”
shall have the meaning set forth in Section 3.10.5.


 


“Confidential Information”
shall have the meaning set forth in Section 4.6.


 


“Convertible Securities”
means any evidence of indebtedness, shares of stock (other than Common Stock) or other securities (other than Options and Warrants) which
are directly or indirectly convertible into or exchangeable or exercisable for shares of Common Stock.


 


“Demand Registration”
shall have the meaning set forth in Section 3.1.1.1.


 


“Demand Registration
Request” shall have the meaning set forth in Section 3.1.1.1.


 


“Demand Registration
Statement” shall have the meaning set forth in Section 3.1.1.3.


 


“Demand Suspension”
shall have the meaning set forth in Section 3.1.5.


 


“Director”
means any director of the Company.


 






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“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder,
all as the same shall be in effect from time to time.


 


“External Party”
shall have the meaning set forth in Section 4.7.


 


“FINRA”
means the Financial Industry Regulatory Authority.


 


“Final Silver Lake
Step-Down Date” means the date on which the Silver Lake Post-Closing Shareholder and its Affiliates first ceases to own beneficially
or of record a number of shares of Common Stock (or other securities of the Company into which such shares of Common Stock are converted
or for which such shares of Common Stock are exchanged) constituting at least 1% of the total number of shares of Common Stock issued
and outstanding.


 


“First Silver Lake
Step-Down Date” means the date on which the Silver Lake Post-Closing Shareholder and its Affiliates first ceases to own beneficially
or of record a number of shares of Common Stock (or other securities of the Company into which such shares of Common Stock are converted
or for which such shares of Common Stock are exchanged) constituting at least 50% of the total number of shares of Common Stock issued
and outstanding.


 


“Fund Indemnitor”
shall have the meaning set forth in Section 4.5.


 


“Holders”
means, as of any determination time, the parties that hold the Registrable Securities under this Agreement listed on Schedule A hereto.


 


“Independent Director”
means a Director who qualifies as “independent” in the Listed Company Manual of the
Listing Exchange.


 


“Issuer Free Writing
Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of
the Registrable Securities.


 


“Listing Exchange”
means the stock exchange on which the Company Common Stock is listed.


 


“Lock-Up”
shall have the meaning set forth in Section 3.4.1.


 


“Lock-Up Period”
shall have the meaning set forth in Section 3.4.1.


 


“Lock-Up Release
Condition” means that the closing price of the Common Stock has been greater than or equal to $12.50 per share (as adjusted
for share subdivisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) measured using the
daily closing price for any 20 trading days within a 30-trading day period commencing at least 150 days after the Closing Date.


 


“Loss”
shall have the meaning set forth in Section 3.10.1.


 






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“Member of the Immediate
Family” means, with respect to any Person who is an individual, (a) each parent, spouse (but not including a former spouse or
a spouse from whom such Person is legally separated) or child (including those adopted) of such individual and (b) each trustee, solely
in his or her capacity as trustee, for a trust naming only one or more of the Persons listed in sub-clause (a) as beneficiaries.


 


“Necessary
Action” means all actions (to the extent that such actions are within the Company’s control and are not prohibited by
applicable law, regulation or Listing Exchange rules or, in the case of any action that requires action by a Director, inconsistent with
any fiduciary duties that such Director has in such capacity which have not been validly waived) necessary or advisable to cause a specified
result, including, as applicable (and to the extent that such actions are within the Company’s control and are not prohibited by
applicable law, regulation or Listing Exchange rules or, in the case of any action by a Director, inconsistent with any fiduciary duties
that such Director has in such capacity which have not been validly waived), (a) calling special meetings of the Board or the stockholders
of the Company, (b) recommending (whether to the Board, to the stockholders of the Company or otherwise) or nominating a particular individual
for election or appointment as a Director and, if applicable, appointing such individual as a Director, (c) including such individual
as a nominee for Director in the Company’s proxy materials and form of proxy and soliciting proxies from stockholders of the Company
in favor of the election of such individual in a manner no less rigorous and favorable than the manner in which the Company supports its
other nominees, (d) causing the Directors to be present for quorum purposes at any relevant meeting of the Board or any committee thereof
and to vote in favor of or provide written consent with respect to any proposed action or matter in furtherance of such specified result
and to vote against or withhold written consent with respect to any proposed action or matter inconsistent with such specified result,
(e) executing and delivering agreements and instruments, (f) making, or causing to be made, filings with the SEC or any other appropriate
Person and (g) not taking any action that would prevent, impair or delay the achievement of the specified result.


 


“Non-Underwritten
Offering” means any Public Offering other than an Underwritten Public Offering.


 


“Options”
means any options to subscribe for, purchase or otherwise directly acquire Common Stock.


 


“Participation Conditions”
shall have the meaning set forth in Section 3.2.5.2.


 


“Permitted Transferee”
means any Affiliate of a Holder.


 


“Person”
means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated
organization, entity or division, or any government, governmental department or agency or political subdivision thereof.


 


“Piggyback Notice”
shall have the meaning set forth in Section 3.3.1.


 


“Piggyback Registration”
shall have the meaning set forth in Section 3.3.1.


 


“Potential Takedown
Participant” shall have the meaning set forth in Section 3.2.5.2.


 


“Pro Rata Portion”
means, with respect to each Holder requesting that its shares be registered or sold in an Underwritten Public Offering, a number of such
shares equal to the aggregate number of Registrable Securities to be registered or sold (excluding any shares to be registered or sold
for the account of the Company) multiplied by a fraction, the numerator of which is the aggregate number of Registrable Securities held
by such Holder, and the denominator of which is the aggregate number of Registrable Securities held by all Holders requesting that their
Registrable Securities be registered or sold.


 


“Prospectus”
means (a) the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective
amendments and supplements, and all other material incorporated by reference in such prospectus, and (b) any Issuer Free Writing Prospectus.


 


“Public Offering”
means the offer and sale of Registrable Securities for cash pursuant to an effective Registration Statement under the Securities Act (other
than a Registration Statement on Form S-4 or Form S-8 or any successor form).


 






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“Registrable Securities”
means (a) all shares of Common Stock, (b) all shares of Common Stock issuable upon exercise, conversion or exchange of any option, warrant
or convertible security not then subject to vesting or forfeiture to the Company, (c) all Warrants and (d) all shares of Common Stock
directly or indirectly issued or then issuable with respect to the securities referred to in clauses (a), (b) or (c) above by way of a
stock dividend or stock split, or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.
As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) 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 disposed
of in accordance with such Registration Statement, (ii) such securities shall have been Transferred pursuant to Rule 144 or are freely
saleable without volume limitations pursuant to Rule 144 (during the period in which the securities remain so freely saleable) or (iii)
such securities shall have ceased to be outstanding.


 


“Registration”
means registration under the Securities Act of the offer and sale to the public of any Registrable Securities under a Registration Statement.
The terms “register”, “registered” and “registering” shall have correlative meanings.


 


“Registration Expenses”
shall have the meaning set forth in Section 3.8.


 


“Registration Statement”
means any registration statement of the Company filed with, or to be filed with, the SEC under the Securities Act, including the related
Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits
and all material incorporated by reference in such registration statement other than a registration statement (and related Prospectus)
filed on Form S-4 or Form S-8 or any successor form thereto.


 


“Representatives”
means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries,
consultants, equity financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person.


 


“Rule 144”
means Rule 144 under the Securities Act (or any successor rule).


 


“SEC” means
the Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act.


 


“Second Silver Lake
Step-Down Date” means the date on which the Silver Lake Post-Closing Shareholder and its Affiliates first ceases to own beneficially
or of record a number of shares of Common Stock (or other securities of the Company into which such shares of Common Stock are converted
or for which such shares of Common Stock are exchanged) constituting at least 20% of the total number of shares of Common Stock issued
and outstanding.


 


“Securities Act”
means the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as
the same shall be in effect from time to time.


 


“Shares”
means all (a) shares of Common Stock that are held by or on behalf of a Holder immediately prior to the consummation of
the Closing or (b) any securities that are held by or on behalf of a Holder immediately prior to the consummation of the Closing that
are convertible into or exercisable or exchangeable (directly or indirectly) for shares of Common Stock (including without limitation,
shares of Common Stock or other securities that may be issued after the consummation of the Closing upon exercise, vesting or settlement,
as applicable, of any stock option, restricted stock unit, capped value appreciation right or other equity or equity-based award or interest.


 


“Shelf Period”
shall have the meaning set forth in Section 3.2.3.


 


“Shelf Registration”
shall have the meaning set forth in Section 3.2.1.1.


 


“Shelf Registration
Notice” shall have the meaning set forth in Section 3.2.2.


 


“Shelf Registration
Request” shall have the meaning set forth in Section 3.2.1.1.


 


“Shelf Registration
Statement” shall have the meaning set forth in Section 3.2.1.1.


 






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“Shelf Suspension”
shall have the meaning set forth in Section 3.2.4.


 


“Shelf Takedown Notice”
shall have the meaning set forth in Section 3.2.5.2.


 


“Shelf Takedown Request”
shall have the meaning set forth in Section 3.2.5.1.


 


“Silver
Lake Post-Closing Shareholder” means SLP Snowflake Aggregator, LP, a Delaware limited partnership and its Permitted Transferees
who hold Shares as of any applicable date of determination; provided, that for the avoidance
of doubt, the term “Silver Lake Post-Closing Shareholder” shall be deemed to include its affiliated Permitted Transferees
even when used in the singular, except where used in connection with notices, consents or similar actions requiring only a single entity
to act, in which case such term will apply only to the holder of a majority of the shares held by SLP Snowflake Aggregator, LP at Closing,
or, in the case where no single entity holds a majority of such shares, the holder of the largest number of such shares.


 


“Transaction Agreements”
shall have the meaning set forth in Section 4.8.


 


“Third Silver Lake
Step-Down Date” means the date on which the Silver Lake Post-Closing Shareholder first ceases to own beneficially or of record
a number of shares of Common Stock (or other securities of the Company into which such shares of Common Stock are converted or for which
such shares of Common Stock are exchanged) constituting at least 10% of the total number of shares of Common Stock issued and outstanding.


 


“Transfer”
means, with respect to any Registrable Security, any interest therein, or any other securities or equity interests relating thereto, a
direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition thereof, including
the grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily, by operation of law, pursuant
to judicial process or otherwise. “Transferred” shall have a correlative meaning.


 


“Underwritten Public
Offering” means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted
as an underwritten Public Offering.


 


“Underwritten Shelf
Takedown” means an Underwritten Public Offering pursuant to an effective Shelf Registration Statement.


 


“Warrants”
means any warrants to subscribe for, purchase or otherwise directly acquire Common Stock.


 


“WKSI”
means any Securities Act registrant that is a well-known seasoned issuer as defined in Rule 405 under the Securities Act at the most recent
eligibility determination date specified in paragraph (2) of that definition.


 


2.2. Other
Interpretive Provisions.


 


(a) The
meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.


 


(b) The
words “hereof”, “herein”, “hereunder” and similar words refer to this Agreement as a whole and not
to any particular provision of this Agreement; and any subsection and section references are to this Agreement unless otherwise specified.


 


(c) The
term “including” is not limiting and means “including without limitation.”


 


(d) The
captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.


 


(e) Whenever
the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.


 






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(f) The
words “any” and “or” are not exclusive.


 


(g) The
word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends and does
not mean simply “if.”


 


(h) “Writing”,
“written” and comparable terms refer to printing, typing and other means of reproducing
words (including in email or other electronic media) in a visible form.


 


(i) Unless
the context requires otherwise, references to any statute, regulation or rule shall be deemed to refer to such statute, regulation or
rule as amended or supplemented from time to time, including through the promulgation of rules or regulations thereunder, and references
to any agreement or instrument shall be deemed to refer to such agreement or instrument and all schedules, exhibits and annexes thereto,
in each case, as amended, restated, supplemented or otherwise modified from time to time.


 


(j) Unless
otherwise specified, the reference date for purposes of calculating any period shall be excluded from such calculation, but any period
“from” or “through” a specified
date shall commence or end, as applicable, on such specified date; provided that, in the event that any period would end on a day
that is not a Business Day, such period shall be extended until, and shall instead end on, the next Business Day following the day on
which such period would otherwise end.


 


Article
III



REGISTRATION RIGHTS


 


The Company will perform and
comply, and cause each of its subsidiaries to perform and comply, with such of the following provisions as are applicable to it. Each
Holder will perform and comply with such of the following provisions as are applicable to such Holder.


 


3.1. Demand
Registration.


 


3.1.1. Request
for Demand Registration.


 


3.1.1.1. At
any time after the Closing Date, holders of a majority of the shares held by the Silver Lake Post-Closing Shareholder and its Affiliates
shall have the right to make one or more written requests from time to time (a “Demand Registration Request”) to the
Company for Registration of all or part of the Registrable Securities held by the Silver Lake Post-Closing Shareholder and its Affiliates.
Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.”


 


3.1.1.2. Each
Demand Registration Request shall specify (x) the kind and aggregate amount of Registrable Securities to be registered, and (y) the intended
method or methods of disposition thereof including pursuant to an Underwritten Public Offering.


 


3.1.1.3. Upon
receipt of a Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (a “Demand
Registration Statement”) relating to such Demand Registration, and use its reasonable best efforts to cause such Demand Registration
Statement to be promptly declared effective under the Securities Act.


 


3.1.2. Limitation
on Demand Registrations. The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration
or Piggyback Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding ninety (90) days
(unless otherwise consented to by the Company).


 


3.1.3. Demand
Withdrawal. Any Silver Lake Post-Closing Shareholder that has requested its Registrable Securities be included in a Demand Registration
pursuant to Section 3.1.1 may withdraw all or any portion of its Registrable Securities included in a Demand Registration from
such Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement. Upon receipt of a notice
to such effect with respect to all of the Registrable Securities included in such Demand Registration, the Company shall cease all efforts
to secure effectiveness of the applicable Demand Registration Statement.


 


3.1.4. Effective
Registration. The Company shall use reasonable best efforts to cause the applicable Demand Registration Statement to become effective
promptly after receipt of a Demand Registration Request and remain effective for not less than one hundred eighty (180) days (or such
shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn),
or, if such Demand Registration Statement relates to an Underwritten Public Offering, such longer period as in the opinion of counsel
for the underwriter or underwriters a Prospectus is required by law to be delivered in connection with sales of Registrable Securities
by an underwriter or dealer.


 






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3.1.5. Delay
in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at
any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to
the Silver Lake Post-Closing Shareholder, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement
(a “Demand Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand
Suspension more than one (1) time during any twelve (12)-month period or for a total period of greater than sixty (60) days; and provided
further that the Company shall not register any securities for its own account or that of any other stockholder during such sixty
(60)-day period, other than pursuant to a registration relating to the sale or grant of securities to employees or directors of the Company
or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; a registration on any form that does not
include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable
Securities. In the case of a Demand Suspension, the Silver Lake Post-Closing Shareholder agrees to suspend use of the applicable Prospectus
in connection with any sale or purchase, or offers to sell or purchase, Registrable Securities, upon receipt of the notice referred to
above. The Company shall immediately notify the Silver Lake Post-Closing Shareholder in writing upon the termination of any Demand Suspension,
amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a
material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Silver Lake
Post-Closing Shareholder such numbers of copies of the Prospectus as so amended or supplemented as the Silver Lake Post-Closing Shareholder
may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration
form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities
Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Silver Lake Post-Closing Shareholder holding
a majority of Registrable Securities that are included in such Demand Registration Statement.


 


3.1.6. Priority
of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten
Public Offering of the Registrable Securities included in a Demand Registration advise the Company in writing that, in its or their opinion,
the number of securities requested to be included in such Demand Registration exceeds the number that can be sold in such offering without
being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities
offered, then the securities to be included in such Registration shall be, in the case of any Demand Registration, (x) first, allocated
to the Silver Lake Post-Closing Shareholder an amount equal to the lesser of (i) the number of such Registrable Securities requested to
be registered or sold by the Silver Lake Post-Closing Shareholder, and (ii) a number of such shares equal to the Silver Lake Post-Closing
Shareholder’s Pro Rata Portion, and (y) second, and only if all the securities referred to in clause (x) have been included, the
number of other securities that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect.


 


3.2. Shelf
Registration.


 


3.2.1. Request
for Shelf Registration.


 


3.2.1.1. At
any time after the Closing Date, upon the written request of the Silver Lake Post-Closing Shareholder from time to time (a “Shelf
Registration Request”), the Company shall promptly file with the SEC a shelf Registration Statement pursuant to Rule 415 under
the Securities Act (“Shelf Registration Statement”) relating to the offer and sale of Registrable Securities by the
Silver Lake Post-Closing Shareholder thereof from time to time providing for any method or combination of methods of distribution legally
available to the Silver Lake Post-Closing Shareholder, and the Company shall use its reasonable best efforts to cause such Shelf Registration
Statement to promptly become effective under the Securities Act. Any such Registration pursuant to a Shelf Registration Request shall
hereinafter be referred to as a “Shelf Registration.” Notwithstanding anything to the contrary set forth herein, all
of the Registrable Securities held by the Holders immediately following the Closing shall be included in the initial Shelf Registration
Statement filed by the Company following the Closing, which Registration Statement shall include a plan of distribution reasonably acceptable
to the Silver Lake Post-Closing Shareholder in order to facilitate Non-Underwritten Offerings; provided that, if the SEC requests
that any Holder be identified as a statutory underwriter in such Registration Statement, such Holder will have an opportunity to withdraw
its Shares from such Registration Statement and, as promptly as practicable after being permitted to register additional Registrable Securities
under Rule 415 under the Securities Act, the Company shall amend such Registration Statement or file a new Registration Statement to register
such additional Registrable Securities and cause such amendment or new Registration Statement to become effective as promptly as practicable.
For the avoidance of doubt, any Registration Statement so filed shall be deemed a Shelf Registration for purposes of this Agreement.


 






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3.2.1.2. If
on the date of the Shelf Registration Request the Company is a WKSI, then the Shelf Registration Request may request Registration of an
unspecified amount of Registrable Securities to be sold by unspecified Holders. If on the date of the Shelf Registration Request the Company
is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered. The
Company shall provide to any Silver Lake Post-Closing Shareholder the information necessary to determine the Company’s status as
a WKSI upon such Silver Lake Post-Closing Shareholder’s request.


 


3.2.2. Shelf
Registration Notice. Promptly upon receipt of a Shelf Registration Request (but in no event more than two (2) Business Days thereafter
(or such shorter period as may be reasonably requested in connection with an underwritten “block trade”)), the Company shall
deliver a written notice (a “Shelf Registration Notice”) of any such request to all other Holders, which notice shall
specify, if applicable, the amount of Registrable Securities to be registered, and the Shelf Registration Notice shall offer each such
Holder the opportunity to include in the Shelf Registration that number of Registrable Securities as each such Holder may request in writing;
provided that, in the case of an underwritten “block trade,” the Company shall only deliver the Shelf Registration
Notice to Silver Lake Post-Closing Shareholder. The Company shall include in such Shelf Registration all such Registrable Securities with
respect to which the Company has received written requests for inclusion therein within three (3) Business Days (or such shorter period
as may be reasonably requested in connection with an underwritten “block trade”) after the date that the Shelf Registration
Notice has been delivered.


 


3.2.3. Continued
Effectiveness. The Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective
under the Securities Act in order to permit the Prospectus forming part of the Shelf Registration Statement until the date as of which
all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the
Securities Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder)
(such period of continuous effectiveness, the “Shelf Period”). Subject to Section 3.2.4, the Company shall be
deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the
Company voluntarily takes any action or omits to take any action that would result in any Holder of the Registrable Securities covered
thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period,
unless such action or omission is required by applicable law.


 


3.2.4. Suspension
of Registration. If the continued use of such Shelf Registration Statement at any time would require the Company to make an Adverse
Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement
(a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf
Suspension more than one (1) time during any twelve (12)-month period or for a total period of greater than thirty (30) days without the
consent of the Silver Lake Post-Closing Shareholder. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable
Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice
referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or
supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Holders such numbers
of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement
or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement
or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder
or as may reasonably be requested by the Holders holding a majority of Registrable Securities that are included in such Shelf Registration
Statement.


 






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3.2.5. Shelf
Takedown.


 


3.2.5.1. At
any time the Company has an effective Shelf Registration Statement with respect to a Silver Lake Post-Closing Shareholder’s Registrable
Securities, by notice to the Company specifying the intended method or methods of disposition thereof, such Silver Lake Post-Closing Shareholder
may make a written request (a “Shelf Takedown Request” and such Silver Lake Post-Closing Shareholder, the “Requesting
Holder”) to the Company to effect a Public Offering, including pursuant to an Underwritten Shelf Takedown, of all or a portion
of such Silver Lake Post-Closing Shareholder’s Registrable Securities that may be registered under such Shelf Registration Statement,
and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose.


 


3.2.5.2. Promptly
upon receipt of a Shelf Takedown Request (but in no event more than two (2) Business Days thereafter (or more than twenty-four (24) hours
thereafter in connection with an underwritten “block trade”)) for any Underwritten Shelf Takedown, the Company shall deliver
a notice (a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration
Statement, or to all other Holders if such Registration Statement is undesignated (each, a “Potential Takedown Participant”);
provided that, in the case of an underwritten “block trade,” the Company shall only deliver the Shelf Takedown Notice
to Silver Lake Post-Closing Shareholder. The Shelf Takedown Notice shall offer each such Potential Takedown Participant the opportunity
to include in any Underwritten Shelf Takedown such number of Registrable Securities as each such Potential Takedown Participant may request
in writing. The Company shall include in the Underwritten Shelf Takedown all such Registrable Securities with respect to which the Company
has received written requests for inclusion therein within three (3) Business Days (or within twenty-four (24) hours in connection with
an underwritten “block trade”) after the date that the Shelf Takedown Notice has been delivered. Notwithstanding the delivery
of any Shelf Takedown Notice, all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner,
price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the Requesting
Holder.


 


3.2.5.3. Any
Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Shelf Takedown Request
by giving written notice to the Company of its request to withdraw, prior to later of (x) the filing date of the preliminary prospectus
setting forth the terms of the Public Offering on the Shelf Registration Statement and (y) the execution of any related underwriting agreement.


 


3.2.5.4. The
Company shall not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or Piggyback Registration
was declared effective or an Underwritten Shelf Takedown was consummated within the preceding forty-five (45) days (unless otherwise consented
to by the Company).


 


3.2.6. Priority
of Securities Sold Pursuant to Shelf Takedowns. If the managing underwriter or underwriters of a proposed Underwritten Shelf Takedown,
or the Requesting Holder of a proposed “block trade” conducted as an Underwritten Shelf Takedown, in each case pursuant to
Section 3.2.5 advise the Company in writing that, in its or their opinion, the number of securities requested to be included in
the proposed Underwritten Shelf Takedown exceeds the number that can be sold in such Underwritten Shelf Takedown without being likely
to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the
number of Registrable Securities to be included in such offering shall be (x) first, allocated to each Silver Lake Post-Closing Shareholder
that has requested to participate in such Underwritten Shelf Takedown an amount equal to the lesser of (i) the number of such Registrable
Securities requested to be registered or sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion,
and (y) second, and only if all the securities referred to in clause (x) have been included, the number of Registrable Securities requested
to be included by the remaining Requesting Holders, based on such Holder’s Pro Rata Portion, that, in the opinion of such managing
underwriter or underwriters can be sold without having such adverse effect.


 






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3.3. Piggyback
Registration.


 


3.3.1. Participation.
At any time after the Closing Date, if the Company at any time proposes to file a Registration Statement under the Securities Act or to
conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons
(other than (i) a Registration on Form S-4 or Form S-8 or any successor form to such forms or (ii) a Registration of securities solely
relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan or other
employee benefit plan arrangement), including a Registration under Section 3.1 or 3.2 hereof, then, as soon as practicable
(but in no event less than five (5) Business Days prior to the proposed date of filing of such Registration Statement or, in the case
of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice
(a “Piggyback Notice”) of such proposed filing or Public Offering to all Holders, and such Piggyback Notice shall offer
such Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable
Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2,
the Company shall include in such Registration Statement or in such Public Offering as applicable, all such Registrable Securities that
are requested to be included therein within three (3) Business Days after the receipt by such Holder of any such notice; provided,
however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective
date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under
a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay the Registration or sale of
such securities, the Company shall give written notice of such determination to each Holder included therein and, thereupon, (x) in the
case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in
connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith),
without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration
under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (y) in the case of a determination
to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may
be, shall be permitted to delay registering or selling any Registrable Securities, for the same period as the delay in registering or
selling such other securities. Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable
Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw, prior to the applicable Registration
Statement becoming effective or, in connection with an Underwritten Shelf Takedown, the execution of the related underwriting agreement.


 


3.3.2. Priority
of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included
in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of
securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering
without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market
for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of
the securities that the Company proposes to sell; (ii) second, and only if all the securities referred to in clause (i) have been included,
the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such
adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an
amount equal to the lesser of (x) the number of such Registrable Securities requested to be sold by such Holder, and (y) a number
of such shares equal to such Holder’s Pro Rata Portion; (iii) third, and only if all of the Registrable Securities referred to in
clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.


 


3.3.3. No
Effect on Other Registrations. No Registration of Registrable Securities effected pursuant to a request under this Section 3.3
shall be deemed to have been effected pursuant to Sections 3.1 and 3.2 or shall relieve the Company of its obligations under
Sections 3.1 and 3.2.


 






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3.4. Lock-Up
Agreements.


 


3.4.1. Sponsor agrees
that it shall not Transfer any Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for
the Shares (including new Shares issued in connection with the transactions contemplated by the Business Combination Agreement)
(such restriction, the “Sponsor Lock-Up”) during the period commencing on the Closing Date and ending on the
earlier of (a) the date that is twelve (12) months following the Closing Date and (b) the first date on which the Lock-Up Release
Condition is satisfied (such period, the “Sponsor Lock-Up Period”). Each Holder (other than the Sponsor) agrees
that he, she, or it shall not Transfer any Shares or any securities convertible into or exercisable or exchangeable (directly or
indirectly) for the Shares (including new Shares issued in connection with the transactions contemplated by the Business Combination
Agreement) (such restriction, the “Significant Holder Lock-Up” and together with the Sponsor Lock-Up, the
“Lock-Up”) during the period commencing on the Closing Date and ending on the earlier of (x) the date that is six
(6) months following the Closing Date and (y) the first date on which the Lock-Up Release Condition is satisfied (such period, the
“Significant Holder Lock-Up Period” and together with the Sponsor Lock-Up Period, the “Lock-Up
Period”). The Lock-Up is expressly agreed to preclude each Holder during the applicable Lock-Up Period from engaging in
any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or
disposition of such Holder’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such
prohibited hedging or other transactions during the applicable Lock-Up Period shall include any short sale or any purchase, sale or
grant of any right (including any put or call option) with respect to any of the Holder’s Shares or with respect to any
security that includes, relates to, or derives any significant part of its value from such Shares. The foregoing notwithstanding,
(a) each executive officer and director of the Company shall be permitted to establish a plan to acquire and sell Shares pursuant to
Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the Transfer of Shares during the applicable
Lock-up Period and (b) any release or waiver from the restrictions contained in this Section 3.4.1 prior to the expiration of
the applicable Lock-Up Period shall require the prior written consent of the Silver Lake Post-Closing Shareholder, and to the extent
any Holder or Silver Lake Post-Closing Shareholder is granted a release or waiver from the restrictions contained in this Section
3.4.1 prior to the expiration of the applicable Lock-Up Period, then all Holders, including Silver Lake Post-Closing Shareholder
shall be automatically granted a release or waiver from the restrictions contained in this Section 3.4.1 to the same extent,
on substantially the same terms as and on a pro rata basis with, the Holder to which such release or waiver is granted. The
foregoing restrictions shall not apply to Transfers of non-controlling limited partnership or other non-controlling ownership
interests in any Holder to any Affiliate of such Holder or non-controlling limited partnership or other non-controlling ownership
interests in the Parent to any Person listed on Schedule A hereto or Transfers made: (i) pursuant to a bona fide gift or
charitable contribution, including by gift to a member of one of the individual’s immediate family, an estate planning vehicle
or to a trust, the beneficiary of which is a member of the individual’s immediate family or by gift to an Affiliate of such
person; (ii) by will or intestate succession upon the death of a Holder; (iii) to any Permitted Transferee; (iv) to any means, with
respect to any direct or indirect members, partners (whether general or limited partners) or equityholders or other holders of
interests of the Sponsor or any of its Affiliates or any officers, directors or employees of the Sponsor or any Affiliates of any of
the foregoing (it being understood and agreed, for the avoidance of doubt, that Pathfinder and Pathfinder Sponsor shall, prior to
the Closing, be deemed Affiliates of each other for purposes of this clause (iv)), (v) pursuant to a court order or settlement
agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; (vi) pro rata to the
partners, members or shareholders of a Holder upon its liquidation or dissolution; (vii) pursuant to the “cashless”,
“net exercise” or “net settlement” of any Warrants; or (viii) in the event of the Company’s completion
of a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to
exchange their Common Stock for cash, securities or other property; provided that, in the case of (i), (iii), (iv), (vi) or
(vii), the recipient of such Transfer must enter into a written agreement agreeing to be bound by the terms of this Agreement,
including the transfer restrictions set forth in this Section 3.4.1.


 


3.4.2. Each
Holder also agrees, and the Company agrees and shall cause each director and officer of the Company to agree, that, in connection with
each Registration or sale of Registrable Securities pursuant to Section 3.1, 3.2 or 3.3 conducted as an Underwritten
Public Offering, if requested, to become bound by and to execute and deliver a customary lock-up agreement with the underwriter(s) of
such Underwritten Public Offering restricting such applicable person or entity’s right to (a) Transfer, directly or indirectly,
any equity securities of the Company held by such person or entity or (b) enter into any swap or other arrangement that transfers to another
any of the economic consequences of ownership of such securities during the period commencing on the date of the final Prospectus relating
to the Underwritten Public Offering and ending on the date specified by the underwriters (such period not to exceed ninety (90) days).
The terms of such lock-up agreements shall be negotiated among the applicable Holders requested to enter into lock-up agreements in accordance
with the immediately preceding sentence, the Company and the underwriters and shall include customary exclusions from the restrictions
on Transfer set forth therein, including that such restrictions on the applicable Holders shall be conditioned upon all officers and directors
of the Company, as well as all Holders, being subject to the same restrictions; provided that, to the extent any Holder is granted
a release or waiver from the restrictions contained in this Section 3.4.2 and in such Holder’s lock-up agreement prior to
the expiration of the period set forth in such Holder’s lock-up agreement, then all Holders shall be automatically granted a release
or waiver from the restrictions contained in this Section 3.4.2 and the applicable lock-up agreements to which they are party to
the same extent, on substantially the same terms as and on a pro rata basis with, the Holder to which such release or waiver is granted.
The provisions of this Section 3.4.2 shall not apply to any Holder that holds less than one percent (1%) of then total issued and
outstanding Common Stock.


 






    - 13 - 


     


    

 


3.4.3. For
the avoidance of doubt, this Section 3.4 shall not apply with regard to shares of Common Stock purchased in the Strategic Investor
Financing and such shares shall not be subject to the Lock-Up.


 


3.5. Registration
Procedures.


 


3.5.1. Requirements.
In connection with the Company’s obligations under Sections 3.1 through 3.4, the Company shall use its reasonable
best efforts to effect such Registration and to permit the sale of such Registrable Securities in accordance with the intended method
or methods of distribution thereof as expeditiously as reasonably practicable, and in connection therewith the Company shall:


 


3.5.1.1. As
promptly as practicable prepare the required Registration Statement, including all exhibits and financial statements required under the
Securities Act to be filed therewith, and Prospectus, and, before filing a Registration Statement or Prospectus or any amendments or supplements
thereto, (x) furnish to the underwriters, if any, and to the Holders of the Registrable Securities covered by such Registration Statement,
copies of all documents prepared to be filed, which documents shall be subject to the review of such underwriters and such Holders and
their respective counsel, (y) make such changes in such documents concerning the Holders prior to the filing thereof as such Holders,
or their counsel, may reasonably request and (z) except in the case of a Registration under Section 3.3 not file any Registration
Statement or Prospectus or amendments or supplements thereto to which the Holders, in such capacity, or the underwriters, if any, shall
reasonably object;


 


3.5.1.2. prepare
and file with the SEC such amendments and post-effective amendments to such Registration Statement and supplements to the Prospectus as
may be (x) reasonably requested by any Holder with Registrable Securities covered by such Registration Statement, (y) reasonably requested
by any participating Holder (to the extent such request relates to information relating to such Holder), or (z) necessary to keep such
Registration Statement effective for the period of time required by this Agreement, and comply with provisions of the applicable securities
laws with respect to the sale or other disposition of all securities covered by such Registration Statement during such period in accordance
with the intended method or methods of disposition by the sellers thereof set forth in such Registration Statement;


 


3.5.1.3. notify
the participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such notice in writing and
provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (i) when the
applicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable Prospectus or
any amendment or supplement thereto has been filed; (ii) of any written comments by the SEC, or any request by the SEC or other federal
or state governmental authority for amendments or supplements to such Registration Statement or such Prospectus, or for additional information
(whether before or after the effective date of the Registration Statement) or any other correspondence with the SEC relating to, or which
may affect, the Registration; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement
or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final Prospectus or the
initiation or threatening of any proceedings for such purposes; (iv) if, at any time, the representations and warranties of the Company
in any applicable underwriting agreement cease to be true and correct in all material respects; and (v) of the receipt by the Company
of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose;


 


3.5.1.4. promptly
notify each selling Holder and the managing underwriter or underwriters, if any, when the Company becomes aware of the happening of any
event as a result of which the applicable Registration Statement or the Prospectus included in such Registration Statement (as then in
effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in
the case of such Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, when
any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement,
or, if for any other reason, it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus
in order to comply with the Securities Act and, as promptly as reasonably practicable thereafter, prepare and file with the SEC, and furnish
without charge to the selling Holders and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration
Statement or Prospectus, which shall correct such misstatement or omission or effect such compliance;


 






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3.5.1.5. to
the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company files any
Shelf Registration Statement, the Company shall include in such Shelf Registration Statement such disclosures as may be required by Rule
430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering
of the securities to the Holders) in order to ensure that the Holders may be added to such Shelf Registration Statement at a later time
through the filing of a Prospectus supplement rather than a post-effective amendment;


 


3.5.1.6. use
its reasonable best efforts to prevent, or obtain the withdrawal of, any stop order or other order or notice preventing or suspending
the use of any preliminary or final Prospectus;


 


3.5.1.7. promptly
incorporate in a Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment such information as the managing underwriter
or underwriters and the participating Holders agree should be included therein relating to the plan of distribution with respect to such
Registrable Securities; and make all required filings of such Prospectus supplement, Issuer Free Writing Prospectus or post-effective
amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Issuer
Free Writing Prospectus or post-effective amendment;


 


3.5.1.8. furnish
to each selling Holder and each underwriter, if any, without charge, as many conformed copies as such Holder or underwriter may reasonably
request of the applicable Registration Statement and any amendment or post-effective amendment or supplement thereto, including financial
statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);


 


3.5.1.9. deliver
to each selling Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary
Prospectus) and any amendment or supplement thereto and such other documents as such Holder or underwriter may reasonably request in order
to facilitate the disposition of the Registrable Securities by such Holder or underwriter (it being understood that the Company shall
consent to the use of such Prospectus or any amendment or supplement thereto by each of the selling Holders and the underwriters, if any,
in connection with the offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto);


 


3.5.1.10. on
or prior to the date on which the applicable Registration Statement becomes effective, use its reasonable best efforts to register or
qualify, and cooperate with the selling Holders, the managing underwriter or underwriters, if any, and their respective counsel, in connection
with the Registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky”
laws of each state and other jurisdiction as any such selling Holder or managing underwriter or underwriters, if any, or their respective
counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such Registration
or qualification in effect for such period as required by Section 3.1 or Section 3.2, as applicable, provided that
the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take
any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;


 


3.5.1.11. cooperate
with the selling Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be in
such denominations and registered in such names as the managing underwriters may request prior to any sale of Registrable Securities to
the underwriters;


 


3.5.1.12. use
its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with
or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter
or underwriters, if any, to consummate the disposition of such Registrable Securities;


 


3.5.1.13. make
such representations and warranties to the Holders being registered, and the underwriters or agents, if any, in form, substance and scope
as are customarily made by issuers in public offerings similar to the offering then being undertaken;


 






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3.5.1.14. enter
into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the participating
Holders or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the Registration and
disposition of such Registrable Securities;


 


3.5.1.15. obtain
for delivery to the Holders being registered and to the underwriter or underwriters, if any, an opinion or opinions from counsel for the
Company dated the most recent effective date of the Registration Statement or, in the event of an Underwritten Public Offering, the date
of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory
to such Holders or underwriters, as the case may be, and their respective counsel;


 


3.5.1.16. in
the case of an Underwritten Public Offering, obtain for delivery to the Company and the managing underwriter or underwriters, with copies
to the Holders included in such Registration or sale, a comfort letter from the Company’s independent certified public accountants
or independent auditors (and, if necessary, any other independent certified public accountants or independent auditors of any subsidiary
of the Company or any business acquired by the Company for which financial statements and financial data are, or are required to be, included
in the Registration Statement) in customary form and covering such matters of the type customarily covered by comfort letters as the managing
underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing
under the underwriting agreement;


 


3.5.1.17. cooperate
with each seller of Registrable Securities and each underwriter, if any, participating in the disposition of such Registrable Securities
and their respective counsel in connection with any filings required to be made with FINRA;


 


3.5.1.18. use
its reasonable best efforts to comply with all applicable securities laws and, if a Registration Statement was filed, make available to
its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities
Act and the rules and regulations promulgated thereunder;


 


3.5.1.19. provide
and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement;


 


3.5.1.20. use
its reasonable best efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed on each
securities exchange on which any of the Company’s equity securities are then listed or quoted and on each inter-dealer quotation
system on which any of the Company’s equity securities are then quoted;


 


3.5.1.21. make
available upon reasonable notice at reasonable times and for reasonable periods for inspection by a representative appointed by the Holders
holding a majority of Registrable Securities being sold, by any underwriter participating in any disposition to be effected pursuant to
such Registration Statement and by any attorney, accountant or other agent retained by such Holders or any such underwriter, all pertinent
financial and other records and pertinent corporate documents and properties of the Company, and cause all of the Company’s officers,
directors and employees and the independent public accountants who have certified its financial statements to make themselves available
to discuss the business of the Company and to supply all information reasonably requested by any such Person in connection with such Registration
Statement;


 


3.5.1.22. in
the case of an Underwritten Public Offering, cause the senior executive officers of the Company to participate in the customary “road
show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such offering and otherwise
to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto;


 


3.5.1.23. take
no direct or indirect action prohibited by Regulation M under the Exchange Act;


 


3.5.1.24. take
all reasonable action to ensure that any Issuer Free Writing Prospectus utilized in connection with any Registration complies in all material
respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance
with the Securities Act to the extent required thereby and, when taken together with the related Prospectus, will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading;


 






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3.5.1.25. cooperate
with the Holders of Registrable Securities subject to the Registration Statement and with the managing underwriter or agent, if any, to
facilitate any Charitable Gifting Event and to prepare and file with the SEC such amendments and supplements to such Registration Statement
and the Prospectus used in connection therewith as may be necessary to permit any such recipient Charitable Organization to sell in the
Public Offering if it so elects; and


 


3.5.1.26. take
all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such
Registrable Securities in accordance with the terms of this Agreement.


 


3.5.2. Company
Information Requests. The Company may require each seller of Registrable Securities as to which any Registration or sale is being
effected to furnish to the Company customary information regarding such holder and the ownership and distribution of its Registrable Securities
as the Company may from time to time reasonably request in writing and the Company may exclude from such Registration or sale the Registrable
Securities of any such Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request.
Each Holder agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the
Company to comply with the provisions of this Agreement.


 


3.5.3. Discontinuing
Registration. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described
in Section 3.5.1.4, such Holder will discontinue disposition of Registrable Securities pursuant to such Registration Statement
until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3.5.1.4, or until
such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional
or supplemental filings that are incorporated by reference in the Prospectus, or any amendments or supplements thereto, and if so directed
by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies
then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such
notice. In the event the Company shall give any such notice, the period during which the applicable Registration Statement is required
to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such
notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the
copies of the supplemented or amended Prospectus contemplated by Section 3.5.1.4 or is advised in writing by the Company that the
use of the Prospectus may be resumed.


 


3.6. Underwritten
Offerings.


 


3.6.1. Shelf
and Demand Registrations. If requested by the underwriters for any Underwritten Public Offering, pursuant to a Registration or sale
under Sections 3.1 or 3.2, the Company shall enter into an underwriting agreement with such underwriters, such agreement
to be reasonably satisfactory in substance and form to each of the Company, the Holders holding a majority of Registrable Securities being
sold and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing
in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 3.9
of this Agreement. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the
Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding
the form thereof, and such Holders shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested
by the underwriters and required under the terms of such underwriting arrangements. Any such Holder shall not be required to make any
representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements
regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and
any other representations to be made by the Holder as are generally prevailing in agreements of that type, and the aggregate amount of
the liability of such Holder under such agreement shall not exceed such Holder’s proceeds from the sale of its Registrable Securities
in the offering, net of underwriting discounts and commissions but before expenses.


 


3.6.2. Piggyback
Registrations. If the Company proposes to register or sell any of its securities under the Securities Act as contemplated by Section
3.3 and such securities are to be distributed through one or more underwriters, the Company shall, if requested by any Holder pursuant
to Section 3.3 and, subject to the provisions of Section 3.3.2, use its reasonable best efforts to arrange for such underwriters
to include on the same terms and conditions that apply to the other sellers in such Registration or sale all the Registrable Securities
to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration
or sale. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to a customary underwriting agreement
between the Company and such underwriters and shall complete and execute all questionnaires, powers of attorney and other documents reasonably
requested by the underwriters and required under the terms of such underwriting arrangements. Any such Holder shall not be required to
make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or
agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution
and any other representations to be made by the Holder as are generally prevailing in agreements of that type, and the aggregate amount
of the liability of such Holder shall not exceed such Holder’s proceeds from the sale of its Registrable Securities in the offering,
net of underwriting discounts and commissions but before expenses.


 






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3.6.3. Selection
of Underwriters; Selection of Counsel. In the case of an Underwritten Public Offering under Sections 3.1 or 3.2, the
managing underwriter or underwriters to administer the offering shall be determined by the Holders holding a majority of Registrable Securities
being sold in such offering; provided that such underwriter or underwriters shall be reasonably acceptable to the Company. In the
case of an Underwritten Public Offering under Section 3.3, the managing underwriter or underwriters to administer the offering
shall be determined by the Company; provided that such underwriter or underwriters shall be reasonably acceptable to the Holders
holding a majority of Registrable Securities being sold in such offering. In the case of an Underwritten Public Offering under Sections
3.1, 3.2 or 3.3, each participating Holder shall be entitled to select its counsel, including, without limitation, any
additional local counsel necessary to deliver any required legal opinions.


 


3.6.4. Non-Underwritten
Offerings. Notwithstanding anything herein to the contrary and subject to applicable law, regulation and Listing Exchange rules, any
Non-Underwritten Offering shall be conducted in accordance with the Company’s insider trading policy to the extent that such selling
stockholder is then subject to such policy.


 


3.7. No
Inconsistent Agreements; Additional Rights. Neither the Company nor any of its subsidiaries shall hereafter enter into, and
neither the Company nor any of its subsidiaries is currently a party to, any agreement with respect to its securities that is inconsistent
with the rights granted to the Holders by this Agreement. Without the approval of the Holders holding a majority of the Registrable Securities
then outstanding (voting together as a single class on an as-converted basis), neither the Company nor any of its subsidiaries shall enter
into any agreement granting registration or similar rights to any Person, and the Company hereby represents and warrants that, as of the
date hereof, no registration or similar rights have been granted to any other Person other than pursuant to this Agreement. Notwithstanding
the foregoing, the Company has entered into the Strategic Investor Subscription Agreements providing for the Strategic Investor Financing
and entry into such agreements shall not constitute a breach of the representations and warranties and covenants set forth in this Section
3.7.


 


3.8. Registration
Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the
Company, including (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with
the SEC or FINRA, (ii) all fees and expenses in connection with compliance with any securities or “Blue Sky” laws (including
reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities),
(iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing
certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses),
(iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors
of the Company and any subsidiaries of the Company (including the expenses of any special audit and comfort letters required by or incident
to such performance), (v) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require
in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (viii) all reasonable
fees and disbursements of legal counsel for each selling Holder, (ix) any reasonable fees and disbursements of underwriters customarily
paid by issuers or sellers of securities, (x) all fees and expenses incurred in connection with the distribution or Transfer of Registrable
Securities to or by a Holder or its Permitted Transferees in connection with a Public Offering, (xi) all fees and expenses of any special
experts or other Persons retained by the Company in connection with any Registration or sale, (xii) all of the Company’s internal
expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xiii) all expenses
related to the “road show” for any Underwritten Public Offering, including the reasonable out-of-pocket expenses of the Holders
and underwriters, if so requested. All such expenses are referred to herein as “Registration Expenses”. The Company
shall not be required to pay any fees and disbursements to underwriters not customarily paid by the issuers of securities in an offering
similar to the applicable offering, including underwriting discounts and commissions and transfer taxes, if any, attributable to the sale
of Registrable Securities.


 






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3.9. Opt-Out
Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such
Holder not receive notice from the Company of the proposed filing or withdrawal of any Shelf Registration Statement or Piggy-Back Registration,
or any event that would lead to a Demand Suspension or Shelf Suspension; provided, however, that such Holder may later revoke any such
Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver
any notice to such Holder pursuant to Section 3.2.2, Section 3.2.5.2 or Section 3.3.1, as applicable, and such Holder
shall no longer be entitled to the rights associated with any such notice. Each time prior to a Holder’s intended use of an effective
Shelf Registration Statement, such Holder will notify the Company in writing at least two (2) Business Days in advance of such intended
use. If a notice of a Demand Suspension or Shelf Suspension was previously delivered (or would have been delivered but for the provisions
of this Section 3.9) and the Demand Suspension or Shelf Suspension remains in effect, the Company will so notify such Holder, within
one (1) Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of
such Demand Suspension or Shelf Suspension, and thereafter will provide such Holder with a notice of the end of such Demand Suspension
or Shelf Suspension immediately upon its availability.


 


3.10. Indemnification.


 


3.10.1. Indemnification
by the Company. The Company shall indemnify and hold harmless, to the fullest extent permitted by law, each Holder, each shareholder,
member, limited or general partner of such Holder, each shareholder, member, limited or general partner of each such shareholder, member,
limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, advisors, and agents and
each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives
from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including
reasonable costs of investigation and legal expenses and any indemnity and contribution payments made to underwriters ) (each, a “Loss”
and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact
contained in any Registration Statement under which such Registrable Securities are registered or sold under the Securities Act (including
any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated
by reference therein) or any other disclosure document produced by or on behalf of the Company or any of its subsidiaries including any
report and other document filed under the Exchange Act, (ii) any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the
circumstances under which they were made) not misleading or (iii) any violation or alleged violation by the Company or any of its subsidiaries
of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its subsidiaries and relating to action
or inaction in connection with any such Registration, disclosure document or other document or report; provided, that no selling
Holder shall be entitled to indemnification pursuant to this Section 3.10.1 in respect of any untrue statement or omission contained
in any information relating to such selling Holder furnished in writing by such selling Holder to the Company specifically for inclusion
in a Registration Statement and used by the Company in conformity therewith (such information “Selling Stockholder Information”).
This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the Transfer of such securities
by such Holder and regardless of any indemnity agreed to in the underwriting agreement that is less favorable to the Holders. The Company
shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the
distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the
Exchange Act) to the same extent as provided above (with appropriate modification) with respect to the indemnification of the indemnified
parties.


 


3.10.2. Indemnification
by the Selling Holders. Each selling Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent
permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities
Act or the Exchange Act) from and against any Losses resulting from (i) any untrue statement of a material fact in any Registration Statement
under which such Registrable Securities were registered or sold under the Securities Act (including any final, preliminary or summary
Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii)
any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of
a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the
extent, but only to the extent, that such untrue statement or omission is contained in such selling Holder’s Selling Stockholder
Information. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds
from the sale of its Registrable Securities in the offering giving rise to such indemnification obligation, net of underwriting discounts
and commissions but before expenses, less any amounts paid by such Holder pursuant to Section 3.10.4 and any amounts paid by such
Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale.


 






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3.10.3. Conduct
of Indemnification Proceedings. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying
party of any claim with respect to which it seeks indemnification (provided that any delay or failure to so notify the indemnifying
party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it forfeits substantive legal
rights by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have
the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel
shall be at the expense of such Person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the
indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim
from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (c) the indemnified party
has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or other indemnified parties
that are different from or in addition to those available to the indemnifying party, or (d) in the reasonable judgment of any such Person
(based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such
claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at
the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of
such Person). If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without
the consent of the indemnified party. No indemnifying party shall consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional
release from all liability in respect to such claim or litigation without the prior written consent of such indemnified party. If such
defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made
without its prior written consent, but such consent may not be unreasonably withheld. It is understood that the indemnifying party or
parties shall not, except as specifically set forth in this Section 3.10.3, in connection with any proceeding or related proceedings
in the same jurisdiction, be liable for the reasonable fees, disbursements or other charges of more than one separate firm admitted to
practice in such jurisdiction at any one time unless (x) the employment of more than one counsel has been authorized in writing by the
indemnifying party or parties, (y) an indemnified party has reasonably concluded (based on the advice of counsel) that there may be legal
defenses available to it that are different from or in addition to those available to the other indemnified parties or (z) a conflict
or potential conflict exists or may exist (based upon advice of counsel to an indemnified party) between such indemnified party and the
other indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of
such additional counsel or counsels.


 


3.10.4. Contribution.
If for any reason the indemnification provided for in Section 3.10.1 and Section 3.10.2 is unavailable to an indemnified
party or insufficient in respect of any Losses referred to therein (other than as a result of exceptions or limitations on indemnification
contained in Section 3.10.1 and Section 3.10.2), then the indemnifying party shall contribute to the amount paid or payable
by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and the indemnified party or parties on the other hand in connection with the acts, statements or omissions that
resulted in such Losses, as well as any other relevant equitable considerations. In connection with any Registration Statement filed with
the SEC by the Company, the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand shall
be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission, it
being understood and agreed that, with respect to each selling Holder, such information will be limited to such Holder’s Selling
Stockholder Information. The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 3.10.4
were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations
referred to in this Section 3.10.4. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount
paid or payable by an indemnified party as a result of the Losses referred to in Sections 3.10.1 and 3.10.2 shall be deemed
to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 3.10.4, in connection
with any Registration Statement filed by the Company, a selling Holder shall not be required to contribute any amount in excess of the
dollar amount of the proceeds from the sale of its Registrable Securities in the offering giving rise to such indemnification obligation,
net of underwriting discounts and commissions but before expenses, less any amounts paid by such Holder pursuant to Section 3.10.2
and any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale.
If indemnification is available under this Section3.10, the indemnifying parties shall indemnify each indemnified party to the
full extent provided in Sections 3.10.1 and 3.10.2 hereof without regard to the provisions of this Section 3.10.4.
The remedies provided for in this Section 3.10 are not exclusive and shall not limit any rights or remedies which may otherwise
be available to any indemnified party at law or in equity.


 






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3.10.5. Indemnification
Priority. The Company hereby acknowledges and agrees that any of the Persons entitled to indemnification pursuant to Section 3.10.1
(each, a “Company Indemnitee” and collectively, the “Company Indemnitees”) may have certain rights
to indemnification, advancement of expenses and/or insurance provided by other sources. The Company hereby acknowledges and agrees (i)
that it is the indemnitor of first resort (i.e., its obligations to a Company Indemnitee are primary and any obligation of such other
sources to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Company Indemnitee are
secondary) and (ii) that it shall be required to advance the full amount of expenses incurred by a Company Indemnitee and shall be liable
for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as
required by the terms of this Agreement without regard to any rights a Company Indemnitee may have against such other sources. The Company
further agrees that no advancement or payment by such other sources on behalf of a Company Indemnitee with respect to any claim for which
such Company Indemnitee has sought indemnification, advancement of expenses or insurance from the Company shall affect the foregoing,
and that such other sources shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all
of the rights of recovery of such Company Indemnitee against the Company.


 


3.11. Rules
144 and 144A and Regulation S. The Company shall file the reports required to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it
will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales that
would otherwise be permitted by this Agreement pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules
may be amended from time to time or any similar rule or regulation hereafter adopted by the SEC), and it will 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 Registrable Securities
without Registration under the Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation
of the exemptions provided by (i) Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time
to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver
to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.


 


3.12. Existing
Registration Statements. Notwithstanding anything herein to the contrary and subject to applicable law and regulation, the
Company may satisfy any obligation hereunder to file a Registration Statement or to have a Registration Statement become effective by
a specified date by designating, by notice to the Holders, a Registration Statement that previously has been filed with the SEC or become
effective, as the case may be, as the relevant Registration Statement for purposes of satisfying such obligation, and all references to
any such obligation shall be construed accordingly; provided that such previously filed Registration Statement may be, and is,
amended or, subject to applicable securities laws, supplemented to add the number of Registrable Securities, and, to the extent necessary,
to identify as selling stockholders those Holders demanding the filing of a Registration Statement pursuant to the terms of this Agreement.
To the extent this Agreement refers to the filing or effectiveness of other Registration Statements, by or at a specified time and the
Company has, in lieu of then filing such Registration Statements or having such Registration Statements become effective, designated a
previously filed or effective Registration Statement as the relevant Registration Statement for such purposes, in accordance with the
preceding sentence, such references shall be construed to refer to such designated Registration Statement, as amended or supplemented
in the manner contemplated by the immediately preceding sentence.


 


Article
IV



SHAREHOLDER RIGHTS AND RELATED PROVISIONS


 


4.1. Board
of Directors.


 


4.1.1. Structure
and Composition. Except as otherwise agreed with the Silver Lake Post-Closing Shareholder, from and after the Closing and until the
Final Silver Lake Step-Down Date, the Company shall take all Necessary Action to (a) cause the total number of Directors not to
be more than 10 or less than 8, (b) cause the Directors to be divided into three classes, constituted
in accordance with Section 4.1.2, and (c) cause the Board to be composed solely of the individuals designated or nominated
for election or appointment as Directors, as applicable, pursuant to (i) the provisions of Article IV of this Agreement and (ii) of the
Business Combination Agreement, as applicable. For the avoidance of doubt, this Section 4.1.1 shall only apply to the extent not
otherwise agreed with the Silver Lake Post-Closing Shareholder.


 






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4.1.2. Classified
Board. The Directors shall be divided into three classes, designated Class I, Class II and Class III, respectively, among which the
total number of Directors shall be apportioned as nearly equally as possible. The initial Class I Directors shall initially serve for
a term expiring at the first annual meeting of stockholders of the Company to be held following the Closing Date. The initial Class II
Directors shall initially serve for a term expiring at the second annual meeting of stockholders of the Company to be held following the
Closing Date. The initial Class III Directors shall initially serve for a term expiring at the third annual meeting of stockholders of
the Company to be held following the Closing Date. At each annual meeting of stockholders of the Company, Directors elected to succeed
those Directors whose terms expire at such annual meeting shall be elected for a term of office to expire at the third annual meeting
of stockholders of the Company following their election. From and after the Closing and until the First Silver Lake Step-Down Date, 8
individual(s) designated by Silver Lake Post-Closing Shareholder and its Affiliates pursuant to Section 4.1.4.1 shall be nominated
to serve as a Director.


 


4.1.3. Initial
Composition. Except as otherwise agreed with the Silver Lake Post-Closing Shareholder, upon
the Closing, the Board initially shall be composed of (a) nine Directors, consisting of (i) eight Directors designated by the Silver Lake
Post-Closing Shareholder, including a sufficient quantity of Independent Directors as is required to meet the requirements of both of
(i) the SEC and (ii) the Listing Exchange, who initially shall be determined by the board of directors of the Company; and (ii) one Director
designated by Sponsor, who initially shall be David Chung, who shall serve as a Class II Director.


 


4.1.4. Silver
Lake Representation. The Silver Lake Post-Closing Shareholder and its Affiliates shall have the right to designate for election or
appointment as Directors:


 


4.1.4.1.
during the period beginning at the Closing and ending on the First Silver Lake Step-Down Date, eight
individuals, including a sufficient quantity of Independent Directors as is required to meet the requirements of both of (i) the
SEC and (ii) the Listing Exchange; 


 


4.1.4.2. during
the period beginning after the First Silver Lake Step-Down Date and ending on the Second Silver Lake Step-Down Date, (i) four individuals,
selected in the sole discretion of the Silver Lake Post-Closing Shareholder; 


 


4.1.4.3. during
the period beginning after the Second Silver Lake Step-Down Date and ending on the Third Silver Lake Step-Down Date, (i) two individuals
selected in the sole discretion of the Silver Lake Post-Closing Shareholder; 


 


4.1.4.4. during
the period beginning after the Third Silver Lake Step-Down Date and ending on the Final Silver Lake Step-Down Date, one individual selected
in the sole discretion of the Silver Lake Post-Closing Shareholder; and


 


4.1.4.5. beginning
after the Final Silver Lake Step-Down Date, the Silver Lake Post-Closing Shareholder shall no longer have the right to designate for election
or appointment and Directors.


 


4.1.4.6. For
the avoidance of doubt, any designations made by the Silver Lake Post-Closing Shareholder pursuant to Sections 4.1.4.2 or 4.1.4.3
hereof shall no longer be required to be Independent Directors; provided, however, if the Chief Executive Officer is serving
as a Director and the Independent Director requirements of the SEC and the Listing Exchange would not be fulfilled if the Silver Lake
Post-Closing Shareholder’s designees did not constitute Independent Directors, then the Silver Lake Post-Closing Shareholder shall
designate the portion of its allowed designees required to fulfill such independence requirements with individuals whom would be an Independent
Directors if elected. 


 


4.1.5. Other
Directors. If, at any time, the total number of Directors then authorized to serve on the Board exceeds the total number of individuals
designated for election or appointment as Directors pursuant to the provisions (i) of Article IV of this Agreement and (ii) of
the Business Combination Agreement, as applicable (whether as a result of a decrease in the number
of individuals that any Holder is entitled to so designate, any Holder’s election not to exercise all or part of its designation
rights, or otherwise), the nominating and corporate governance committee of the Board shall select a number of individuals to be nominated
for election or appointment as Directors equal to the difference of the total number of Directors then authorized to serve on the Board
and the total number of individuals so designated pursuant to the provisions (i) of Article IV of this Agreement and (ii) of the
Business Combination Agreement, as applicable.


 






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4.1.6. Decrease
in Representation. If, at any time, the number of individuals that any Holder is entitled to designate for election or appointment
to the Board pursuant to the provisions (i) of Article IV of this Agreement and (ii) of the Business Combination Agreement, as
applicable, is less than the number of Directors designated by such Holder then serving on the Board,
then, at the request of the Board, such Holder shall cause such a number of the Directors designated by such Holder then serving on the
Board as is necessary to cause the number of Directors designated by such Holder then serving on the Board to be equal to the number of
individuals that such Holder is entitled to designate for election or appointment to the Board pursuant to the provisions (i) of
Article IV of this Agreement and (ii) of the Business Combination Agreement, as applicable, to tender
his, her or their resignation immediately. Notwithstanding the foregoing, the Board or any committee thereof may, in its sole discretion
and with the express written consent of such individual, recommend for election or appointment as a Director or non-voting board observer
an individual who has tendered his or her resignation pursuant to this Section 4.1.6.


 


4.1.7. Removal;
Vacancies. Except as provided in Section 4.1.10, each Holder shall have the sole and exclusive right to remove any Director
designated by such Holder pursuant to the provisions (i) of Article IV of this Agreement and (ii) of the Business Combination Agreement,
as applicable, from the Board, for any or no reason, and the Company shall take all actions necessary
to cause the removal of any Director pursuant to this Section 4.1.7 at the request of the applicable Holder. For so long as a Holder
has designation rights pursuant to the provisions (i) of Article IV of this Agreement and (ii) of the Business Combination Agreement,
as applicable, such Holder shall have the sole and exclusive right to designate another individual
for election or appointment as a Director to fill any vacancy on the Board resulting from the death, removal or resignation of a Director
designated by such Holder pursuant to the provisions (i) of Article IV of this Agreement and (ii) of the Business Combination
Agreement, as applicable. 


 


4.2. Board
Committees. The Board shall establish and maintain an audit committee, a compensation committee and a nominating and corporate
governance committee, and may establish and maintain such other committees as the Board deems appropriate from time to time. Subject to
applicable law, regulation and Listing Exchange rules, for so long as any Director designated by the Silver Lake Post-Closing Shareholder
and its Affiliates pursuant to clause (ii) of any of Section 4.1.4.1, Section 4.1.4.2 or Section 4.1.4.3 is serving
on the Board, Silver Lake Post-Closing Shareholder and its Affiliates shall have the right, at its option, to have a number of Directors
proportionate to its ownership in the Company serve on each committee of the Board. The initial members of the Company’s committees
shall be selected by the Silver Lake Post-Closing Shareholder and its Affiliates in its sole discretion.


 


4.3. Subsidiary
Boards and Committees. Subject to applicable law, regulation and Listing Exchange rules, for so long as eight Directors designated
by the Silver Lake Post-Closing Shareholder and its Affiliates pursuant to clause (ii) of Section 4.1.4.1 are serving on the Board,
the Silver Lake Post-Closing Shareholder and its Affiliates shall have the right, at its option, to have any or all of such Directors
serve on the board of directors or similar governing body of any subsidiary of the Company and on any committee thereof.


 


4.4. Director
Expenses. The Company shall pay the reasonable out-of-pocket costs and expenses incurred by each Director in connection with
his or her attendance at meetings of the Board, meetings of any committee of the Board on which such Director serves and meetings of any
board of directors or similar governing body of any subsidiary of the Company or any committee thereof on which such Director serves.


 


4.5. Directors’
and Officers’ Insurance. The Company (a) shall provide each Director designated pursuant to the provisions (i) of Article
IV of this Agreement and (ii) of the Business Combination Agreement, as applicable, with the same rights, privileges and benefits as the
other members of the Board, including with respect to indemnification, exculpation, insurance coverage, expense reimbursement, notice
and information, and (b) to the fullest extent permitted by applicable law, regulation and Listing Exchange rules, shall not amend, repeal
or otherwise modify in a manner adverse to any such Director any right of such Director to indemnification or exculpation under the Certificate,
the Bylaws, this Agreement or any other agreement or instrument by the Company or any of its subsidiaries without the prior written consent
of a majority of the Directors designated by a Holder pursuant to Section 4.1 who are then serving in such capacity. The Company
hereby acknowledges that any director, officer or other indemnified person to whom the Company is obligated to provide insurance coverage,
indemnification or advancement of expenses in connection therewith by the Company pursuant to the Certificate or the Bylaws or any other
agreement between the Company and any such person or under which such person has third-party beneficiary rights with respect thereto (each,
a “Covered Indemnitee”, and any such obligation, an “Indemnification Obligation”) may have certain
rights to indemnification, advancement of expenses or insurance provided by one or more of the Holders or their respective Affiliates
(collectively, the “Fund Indemnitors”). The Company hereby (a) agrees that the Company shall be the indemnitor of first
resort with respect to all Indemnification Obligations (i.e., its Indemnification Obligations to a Covered Indemnitee shall be
primary and any obligation of any Fund Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities
incurred by such Covered Indemnitee shall be secondary) and (b) irrevocably waives, relinquishes and releases the Fund Indemnitors from
any and all claims the Company has or may have against the Fund Indemnitors for contribution, subrogation or any other recovery of any
kind in respect of any such expenses or liabilities. The Company further agrees that no advancement or payment by the Fund Indemnitors
on behalf of a Covered Indemnitee with respect to any claim for which such Covered Indemnitee has sought indemnification from the Company
shall affect the foregoing and the Fund Indemnitors shall have a right of contribution or be subrogated to the extent of such advancement
or payment to all of the rights of recovery of such Covered Indemnitee against the Company. The provisions of this Section 4.5
will survive any termination of this Agreement. Any Fund Indemnitor or insurer thereof not a party to this Agreement is an express third-party
beneficiary of this Section 4.5, and is entitled to enforce this Section 4.5 according to its terms to the same extent as
if such Fund Indemnitor or insurer thereof were a party hereto.


 






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4.6. Confidentiality.
Each Holder other than the Silver Lake Post-Closing Shareholder agrees that it will keep confidential and will not disclose, divulge or
use for any purpose, other than to monitor its investment in the Company and its subsidiaries and make investment decisions with respect
to the securities of the Company, any confidential information regarding the Company or any of its subsidiaries or the business or operations
thereof that has been obtained from the Company or any of its subsidiaries or by virtue of the service of any person affiliated with such
Holder as a director, manager or officer of the Company or any of its subsidiaries (any such confidential information, “Confidential
Information”), unless such Confidential Information (a) becomes known to the public (other than as a result of a breach of this
Section 4.6 by such Holder or any of its Affiliates), (b) is or has been independently developed or conceived by such Holder without
use of Confidential Information obtained in violation of this Section 4.6 by such Holder or any of its Affiliates or (c) is
or has been made known or disclosed to such Holder by a third party (other than an Affiliate of such Holder) without a breach of any obligation
of confidentiality such third party may have; provided, however, that a Holder may disclose Confidential Information (i) to
its attorneys, accountants, consultants and other professional advisors to the extent necessary to obtain their services in connection
with monitoring its investment in the Company, (ii) to any prospective purchaser of any Shares from such Holder in any Transfer permitted
under this Agreement as long as such prospective purchaser agrees prior to such disclosure to be bound by a confidentiality agreement
no less favorable to the Company than the provisions of this Section 4.6, (iii) to any Affiliate, partner, member or related
investment fund of such Holder and their respective directors, managers, officers, employees and professional advisors, in each case in
the ordinary course of business, (iv) as may be reasonably determined by such Holder to be necessary in connection with such Holder’s
enforcement of its rights in connection with this Agreement or its investment in the Company and its subsidiaries or (v) as may otherwise
be required by law or legal, judicial or regulatory process or requested by any regulatory or self-regulatory authority or examiner, provided
that such Holder takes reasonable steps to minimize the extent of any required or requested disclosure described in this clause (v); and
provided further, however, that the disclosing Holder shall cause any Person to whom such Holder may disclose Confidential
Information pursuant to clauses (i) through (iii) of the first proviso of this sentence to comply with this Section 4.6 as if such
Person was a party hereto; and provided further, however that Directors of the Holders may serve as directors of portfolio companies managed
by the Holders (“Dual Hat Directors”), and such portfolio companies shall not be deemed to have been provided with
Confidential Information, and thus shall not be restricted by this Section 4.6, solely due to the service of any Dual Hat Director so
long as such Dual Hat Director does not provide any Confidential Information to personnel of such portfolio company (excluding other Dual
Hat Directors); and provided further, however, that the acts and omissions of any Person to whom such Holder may disclose
Confidential Information pursuant to clauses (i) through (iii) of the first proviso of this sentence will be attributable to such Holder
for purposes of determining such Holder’s compliance with this Section 4.6. Each party hereto acknowledges that the Holders
or any of their Affiliates and related investment funds may review the business plans and related proprietary information of many enterprises,
including enterprises which may have products or services which compete directly or indirectly with those of the Company and its subsidiaries,
and may trade in the securities of such enterprises. Nothing in this Section 4.6 (except as set forth in the second proviso of
the preceding sentence) will preclude or in any way restrict the Holders or their Affiliates or related investment funds from investing
or participating in any particular enterprise, or trading in the securities thereof, whether or not such enterprise has products or services
that compete with those of the Company and its subsidiaries. Notwithstanding the foregoing or anything else to the contrary in this Agreement,
each party hereto (and each director, manager, officer, employee, representative or other agent of any party hereto) may disclose to any
and all Persons, without limitation of any kind, the tax treatment and tax structure of, and tax strategies relating to, the transactions
in which such party participates pursuant to this Agreement. For this purpose, “tax structure” is limited to any facts relevant
to the United States federal income tax treatment of such transactions and does not include information relating to the specific identity
of the parties hereto. The Silver Lake Post-Closing Shareholder hereby agree to be bound by and subject to (a) Section 4.3 (Confidentiality)
of the Business Combination Agreement to the same extent as such provisions apply to the parties to the Business Combination Agreement,
as if such Silver Lake Post-Closing Shareholder is directly a party thereto, and (b) the Confidentiality Agreement, dated as of April
25, 2021 (the “Confidentiality Agreement”), by and between the Company and Pathfinder, to the same extent as such provisions
apply to the Company, as if such Silver Lake Post-Closing Shareholder is directly a party thereto; provided that, notwithstanding
anything to the contrary in the Confidentiality Agreement and solely for purposes of this sentence, the Confidentiality Agreement shall
be deemed to expire on, and the Silver Lake Post-Closing Shareholder shall continue to be bound by the provisions of the Confidentiality
Agreement as provided in this sentence until, the date that is one year after the Closing Date.


 


4.7. Other
Business Opportunities. To the fullest extent permitted by law, the doctrine of corporate opportunity and any analogous doctrine
will not apply to (a) any Holder, (b) any director or officer of the Company who is not a full-time employee of the Company or any
of its operating subsidiaries or (c) any Affiliate, partner, advisory board member, director, officer, manager, member or shareholder
of any Holder who is not a full-time employee of the Company or any of its operating subsidiaries (any such Person listed in (a), (b)
or (c), an “External Party”). The Company renounces any interest or expectancy of the Company in, or in being offered
an opportunity to participate in, business opportunities that are from time to time presented to any External Party. Each External Party
who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company (i)
will not have any duty to communicate or offer such opportunity to the Company and (ii) will not be liable to the Company or any of its
subsidiaries or to any holder of securities of or any equity interest in the Company or any of its subsidiaries because such External
Party pursues or acquires for, or directs such opportunity to, itself or another Person or does not communicate such opportunity or information
to the Company.


 






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4.8. Other
Business Activities of Holders. The Company acknowledges that certain of the Holders and their respective Affiliates are in
the business of investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises
that may have products or services that compete directly or indirectly with those of the Company. Subject to compliance with the express
terms of this Agreement and each other agreement related to the transactions contemplated by this Agreement (collectively, the “Transaction
Agreements”), the Holders shall not be precluded or in any way restricted from investing or participating in any particular
enterprise, whether or not such enterprise has products or services that compete with those of the Company. For the avoidance of doubt,
the Transaction Agreements shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in any other
commercial agreements between such parties, other than as expressly contemplated by the Transaction Agreements.


 


Article
V



MISCELLANEOUS


 


5.1. Authority;
Effect. Each party hereto represents and warrants to each other party hereto that the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any
agreement or other instrument applicable to such party or by which its assets are bound. This Agreement does not, and shall not be construed
to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties’ members of
a joint venture or other association. The Company and its subsidiaries shall be jointly and severally liable for all obligations of the
Company pursuant to this Agreement.


 


5.2. Notices.
Any notices, requests, demands and other communications required or permitted in this Agreement shall be effective if in writing and (a)
delivered personally, (b) sent by e-mail, provided that any e-mail must be followed by confirmation copy sent by the means provided
in the following clause (c) on the same day the e-mail is sent, or (c) sent by overnight courier, in each case, addressed as follows:


 


	If to the Company to:	 
	 	 
	 	c/o ServiceMax, Inc.
	 	4450 Rosewood Drive
	 	Pleasanton, CA, 94588
	 	Attention:     Nell O’Donnell
	 	Email:             [Redacted]





 


with a copy (which shall not constitute notice) to:


 


	 	Ropes & Gray LLP
	 	Three Embarcadero Center
	 	San Francisco, CA 94111
	 	Attention: Matthew Jacobson
	 	E-mail:             matthew.jacobson@ropesgray.com


 


If to a Holder, to his, her or its address, with a copy (which shall
not constitute notice) to his, her or its legal counsel (if any), as set forth on Schedule A.


 


Notice to the holder of record
of any Registrable Securities shall be deemed to be notice to the holder of such securities for all purposes hereof.


 






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Unless otherwise specified
herein, such notices or other communications shall be deemed effective (i) on the date received, if personally delivered, (ii) the earlier
of (A) non-automated confirmation of receipt or (B) as provided in the following clause (iii), if sent by e-mail, and (iii) one (1) Business
Day after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice
as aforesaid to each of the other parties hereto.


 


5.3. Termination
and Effect of Termination. This Agreement may be terminated only by an agreement in writing signed by the Silver Lake Post-Closing
Shareholder; provided that the consent of any Holder will be required for any termination of this Agreement which has an adverse
effect on the rights, limitations or obligations of such Holder. Notwithstanding any termination of this Agreement in accordance with
the foregoing sentence, the provisions of Sections 3.8, 3.9, 3.11, 4.4 and 4.5 shall survive any such
termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior
to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9
hereof shall retain such indemnification rights with respect to any matter that (a) may be an indemnified liability thereunder and (b)
occurred prior to such termination. Notwithstanding the foregoing or anything else herein to the contrary, upon any termination of the
Business Combination Agreement in accordance with its terms, this Agreement shall automatically terminate, without notice or other action
by any party hereto, and be void ab initio and no party hereto shall have any obligations or liability hereunder. Upon written
request to the Company, any Holder may request not to receive any Piggyback Notice, Shelf Registration Notice and/or Shelf Takedown Notice
and thereafter shall not receive any such notices, unless otherwise requested in writing.


 


5.4. Permitted
Transferees. The rights of a Holder hereunder may be assigned (but only with all related obligations as set forth below) in
connection with a Transfer of Registrable Securities to (a) a Permitted Transferee of that Holder or (b) in the case of any Holder, other
than the rights of such Holder set forth in Section 4.1, to a transferee that acquires greater than five (5) percent of the outstanding
shares of the Company in a transaction exempt from the registration requirements of the Securities Act (other than Rule 144).Without prejudice
to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this
Section 5.4 will be effective unless the Permitted Transferee or other assignee to which the assignment is being made, if not a
Holder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company
that the Permitted Transferee or other assignee will be bound by, and will be a party to, this Agreement. A Permitted Transferee to whom
rights are transferred pursuant to this Section 5.4 may not again transfer those rights to any other Permitted Transferee or other
assignee, other than as provided in this Section 5.4.


 


5.5. Legend
Removal. If any Holder holds Registrable Securities that are eligible
to be sold without restriction under Rule 144 under the Securities Act or pursuant to an effective registration statement, then, at such
Holder’s request, the Company will use commercially reasonable efforts to cause the Company’s transfer agent to remove any
restrictive legend set forth on such Registrable Securities (including, if necessary, by delivering to the Company’s transfer agent
a direction letter). In connection therewith, if an opinion of counsel (or direction letter based upon a legal opinion) is required by
the Company’s transfer agent, the Holder will promptly cause an opinion of its counsel to be delivered to and maintained with the
Company’s transfer agent (and to the Company, if the Company is required to deliver a direction letter), together with any other
authorizations, certificates and directions reasonably required by the transfer agent that authorize and direct the transfer agent to
transfer such Registrable Securities without any such legend.


 


5.6. Remedies.
The parties to this Agreement shall have all remedies available at law, in equity or otherwise in the event of any breach or violation
of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition
to any other remedies that may be available, each of the parties hereto shall be entitled to specific performance of the obligations of
the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate
in the circumstances. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach
or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver
of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission
nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.


 






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5.7. Amendments.
This Agreement may not be orally amended, modified or extended, nor shall any attempted oral waiver of any of its terms be effective.
This Agreement may be amended, modified or extended, and the provisions hereof may be waived, only by an agreement in writing signed by
the Company, Silver Lake Post-Closing Shareholder and Pathfinder, in the case of any amendment, modification, extension or waiver effected
prior to the Closing or by the Company and the Silver Lake Post-Closing Shareholder in the case of any amendment, modification, extension
or waiver effected at or after the Closing. Each such amendment, modification, extension or waiver shall be binding upon each party hereto;
provided that (a) the consent of any Holder shall be required for any amendment, modification, extension or waiver which has an
adverse effect on the rights, limitations or obligations of such Holder and (b) any such amendment, modification, extension or waiver
that by its terms would adversely affect a Holder or group of Holders in a disproportionate manner relative to the Holders generally shall
require the written consent of the Holder (or a majority in interest based on Registrable Securities of such group of Holders) so affected.
Notwithstanding anything herein to the contrary, Schedule A hereto may be amended, supplemented or otherwise modified from time
to time to reflect the name of any holder of Registrable Securities that was a holder Equity Securities of Pathfinder prior to the Closing
and that has executed and delivered a counterpart of this Agreement. In addition, each party hereto may waive any right hereunder (solely
as applicable to such party) by an instrument in writing signed by such party.


 


5.8.
Governing Law. This Agreement, the rights of the parties hereto
under or in connection herewith or in connection with any of the transactions contemplated hereby, and all actions arising in whole or
in part under or in connection herewith or therewith (whether at law or in equity, whether sounding in contract, tort, statute or otherwise),
shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict
of laws provision or rule that would cause the application of the laws of any other jurisdiction.


 


5.9. Consent
to Jurisdiction; Venue; Service. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the
exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware located in Wilmington, Delaware, or if (but only if)
such court does not have subject matter jurisdiction, the state or federal courts located in the State of Delaware for the purpose of
any suit, action or other proceeding described in Section 5.8; (b) hereby waives to the extent not prohibited by applicable
law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise,
in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that
its property is exempt or immune from attachment or execution, that any such suit, action or proceeding brought in one of the above-named
courts is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court; and (c) hereby agrees
not to commence or maintain any such action other than before one of the above-named courts nor to make any motion or take any other action
seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether
on the grounds of inconvenient forum or otherwise. Each party to this Agreement hereby also (i) consents to service of process in any
action described in this Section 5.9 in any manner permitted by Delaware law, (ii) agrees that service of process made in
accordance with clause (i) or made by overnight delivery by a nationally recognized courier service addressed to a party’s
address specified pursuant to Section 5.2 shall constitute good and valid service of process in any such action and (iii) waives
and agrees not to assert (by way of motion, as a defense or otherwise) in any such action any claim that service of process made in accordance
with clause (i) or (ii) does not constitute good and valid service of process. Notwithstanding the foregoing in this Section 5.9,
a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment
issued by one of the above-named courts.


 


5.10. WAIVER
OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS
THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO THIS AGREEMENT OR ANY
AND ALL ACTIONS OR PROCEEDINGS (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DESCRIBED IN SECTION 5.9. EACH PARTY HERETO
ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 5.10 CONSTITUTES A MATERIAL INDUCEMENT UPON
WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION 5.10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.


 






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5.11. Merger;
Binding Effect; Assignment. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject
matter hereof, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter,
and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.
Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its rights or delegate any of its obligations
under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation
of the foregoing shall be null and void.


 


5.12. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall
constitute one instrument. The parties hereto agree that execution of this Agreement by industry standard electronic signature software
or by exchanging executed signature pages in .pdf format via e-mail shall have the same legal force and effect as the exchange of original
signatures, and each party hereto hereby waives any right to raise in any proceeding arising under or related to this Agreement any defense
or waiver based upon execution of this Agreement by means of such electronic signatures or maintenance of the executed agreement electronically.


 


5.13. Severability.
In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be
construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable
law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect,
it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.


 


5.14. No
Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Company and each Holder covenant,
agree and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement
shall be had against any current or future director, officer, manager, employee, general or limited partner, member or equityholder of
any Holder or of any Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable
proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal
liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director, officer, manager, employee,
general or limited partner, member or equityholder of any Holder or of any Affiliate or assignee thereof, as such, for any obligation
of any Holder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on,
in respect of or by reason of such obligations or their creation.


 


[Remainder of page intentionally left blank.
Signature pages follow.]


 




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IN WITNESS WHEREOF, each of the undersigned
has duly executed this Agreement as of the date first above written.


 





	Company:	SERVICEMAX, INC.
	 	 
	 	By:	/s/ Ellen O’Donnell

	 	 	Name:  	Ellen O’Donnell
	 	 	Title:	Chief Legal, Chief HR Officer


 


	 	SERVICEMAX JV, LP
	 	 	 
	 	By:	ServiceMax JV GP, LLC
	 	By:	SLP Snowflake Aggregator, L.P.
	 	By:	SLP V Aggregator GP, L.L.C.
	 	By:	Silver Lake Technology Associates V, L.P.
	 	By:	SLTA V (GP), L.L.C.
	 	By:	Silver Lake Group, L.L.C.
	 	 	 
	 	By:	/s/ Ken Hao
	 	Name:	Ken Hao
	 	Title:	Managing Director
	 	 	 
	 	SLP SNOWFLAKE AGGREGATOR, LP
	 	 	 
	 	By:	SLP V Aggregator GP, L.L.C.
	 	By:	Silver Lake Technology Associates V, L.P.
	 	By:	SLTA V (GP), L.L.C.
	 	By:	Silver Lake Group, L.L.C.
	 	 	 
	 	By:	/s/ Ken Hao
	 	Name:	Ken Hao
	 	Title:	Managing Director



 


[Registration and Shareholder Rights Agreement]


 




    - 29 - 


     


    

 


IN WITNESS WHEREOF, each of the undersigned
has duly executed this Agreement as of the date first above written.


 


 


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



 


	 	SALESFORCE VENTURES LLC
	 	 	 
	 	By:	/s/ John Somorjai
	 	Name:	John Somorjai
	 	Title:	President, Salesforce Ventures
	 	 	 
	 	GENERAL ELECTRIC COMPANY
	 	 	 
	 	By:	/s/ Pat
    Byrne
	 	Name:	Pat Byrne
	 	Title:	CEO GE Digital



 


[Registration and Shareholder Rights Agreement]


 




    - 30 - 


     


    

 


Schedule
A


 


Holders


 


Silver Lake


 


Address notices to:


 


with a copy (which shall not constitute notice) to:


 


Ropes & Gray LLP


Three Embarcadero Center


San Francisco, CA 94111


	Attention:	Matthew Jacobson
	Email:	matthew.jacobson@ropesgray.com



 


General Electric Company


 


Address notices to:


 


General Electric Company,


41 Farnsworth Street, Boston, MA 02210


	Attention:	Pat Byrne



	Email:	[Redacted]



 


with a copy (which shall not constitute notice) to:


 


Salesforce Ventures LLC


 


Address notices to:


 


Salesforce Tower


415 Mission St., FL 3


San Francisco, CA 94105


 





	Attention:	John Somorjai
	Email:	[Redacted]



 


with a copy (which shall not constitute notice) to:


 


Covington & Burling LLP


Salesforce Tower, 415 Mission Street, Suite 5400


San Francisco, CA 94105


	Attention:	Brad Chernin
	Email:	bchernin@cov.com



 


Pathfinder Acquisition LLC


 


Address notices to:


 


c/o Pathfinder Acquisition LLC


1950 University Avenue, Suite 350


Palo Alto, CA 94303


Attention: Lance Taylor


E-mail: [Redacted]


 


with a copy (which shall not constitute notice)
to:


 


Kirkland & Ellis LLP


55 California Street, 27th Floor


San Francisco, CA 94104


	Attention:	Travis Lee Nelson P.C.;
	 	Douglas E. Bacon, P.C.; and
	 	Ryan Brissette