Exhibit 10.1


 


TERMINATION AGREEMENT


 


THIS TERMINATION AGREEMENT (this
“Agreement”) is made as of December 6, 2021, by and between Pathfinder Acquisition Corporation, a Cayman Islands exempted
company incorporated with limited liability (“Pathfinder”), and ServiceMax, Inc., a Delaware corporation (the “Company”).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement
(as defined below).


 


WHEREAS, Pathfinder, Serve Merger
Sub, Inc., a Delaware corporation, and the Company entered into that certain Amended and Restated Business Combination Agreement, dated
as of August 11, 2021 (as amended, supplemented or otherwise modified prior to the date hereof, the “Business Combination Agreement”);


 


WHEREAS, pursuant to Section
6.1(a) of the Business Combination Agreement, Pathfinder and the Company may terminate the Business Combination Agreement at any time
prior to the Effective Time by mutual written consent; and


 


WHEREAS, Pathfinder and the
Company desire to terminate the Business Combination Agreement pursuant to Section 6.1(a) thereof.


 


NOW, THEREFORE, Pathfinder and
the Company, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, intending to be legally bound, hereby agree as follows:


 


1.
Termination. Each of Pathfinder and the Company hereby irrevocably agrees and consents to the termination of the Business
Combination Agreement pursuant to Section 6.1(a) of the Business Combination Agreement, with such termination, for the avoidance of doubt,
having the effect set forth in Section 6.2 of the Business Combination Agreement and being effective automatically upon execution and
delivery of this Agreement by Pathfinder and the Company. For the avoidance of doubt, (i) each of Pathfinder and the Company further acknowledges
and agrees that each Ancillary Document entered into prior to the date hereof shall, upon termination of the Business Combination Agreement
pursuant to this Agreement, terminate or no longer be effective, as applicable, in accordance with their respective terms; and (ii) Pathfinder
will return any Strategic Investor Financing Amount wired to Pathfinder by any Strategic Investor in connection with any Strategic Investor
Subscription Agreement, in accordance with the terms of the underlying Strategic Investor Subscription Agreement.


 


2.
Agreement. This Agreement embodies the complete agreement and understanding among the parties hereto and supersedes and
preempts any prior understandings, agreements or representations by or among the parties hereto, written or oral, which may have related
to the subject matter hereof in any way.


 


3.
Miscellaneous. Sections 7.5, 7.10, 7.15 and 7.16 of the Business Combination Agreement are hereby incorporated by reference
into this Agreement, mutatis mutandis.


 


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IN WITNESS WHEREOF, the parties
hereto have executed this Termination Agreement as of the date first written above.


 


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



 


Signature Page to Termination Agreement


 







     


     


    

 


	 	SERVICEMAX, INC.
	 	 	 
	 	By:	/s/ Ellen O’Donnell
	 	 	Name:  	Ellen O’Donnell
	 	 	Title: 	Chief Legal Officer



 


Signature Page to Termination Agreement