Pathfinder Acquisition Corp - FORM S-1/A - EX-10.5 - FORM OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSOR - February 10, 2021

Attached files

file filename
EX-99.7 - CONSENT OF OMAR JOHNSON - Pathfinder Acquisition Corpfs12021ex99-7_pathfinderacq.htm
EX-99.6 - CONSENT OF PAUL WEISKOPF - Pathfinder Acquisition Corpfs12021ex99-6_pathfinderacq.htm
EX-10.8 - FORM OF LETTER AGREEMENT BETWEEN THE REGISTRANT, THE SPONSOR AND EACH DIRECTOR A - Pathfinder Acquisition Corpfs12021ex10-8_pathfinderacq.htm
EX-10.4 - FORM OF INDEMNITY AGREEMENT - Pathfinder Acquisition Corpfs12021ex10-4_pathfinderacq.htm
EX-10.3 - FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND - Pathfinder Acquisition Corpfs12021ex10-3_pathfinderacq.htm
EX-10.2 - FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT AMONG THE REGISTRANT, THE - Pathfinder Acquisition Corpfs12021ex10-2_pathfinderacq.htm
EX-10.1 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Pathfinder Acquisition Corpfs12021ex10-1_pathfinderacq.htm
EX-5.1 - OPINION OF KIRKLAND & ELLIS LLP - Pathfinder Acquisition Corpfs12021ex5-1_pathfinderacq.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - Pathfinder Acquisition Corpfs12021ex4-4_pathfinderacq.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - Pathfinder Acquisition Corpfs12021ex4-3_pathfinderacq.htm
EX-4.2 - SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE - Pathfinder Acquisition Corpfs12021ex4-2_pathfinderacq.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Pathfinder Acquisition Corpfs12021ex4-1_pathfinderacq.htm
EX-3.3 - FORM OF SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION - Pathfinder Acquisition Corpfs12021ex3-3_pathfinderacq.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Pathfinder Acquisition Corpfs12021ex1-1_pathfinderacq.htm
S-1/A - REGISTRATION STATEMENT - Pathfinder Acquisition Corpfs12021a1_pathfinderacq.htm

Exhibit 10.5

 

PATHFINDER ACQUISITION CORPORATION
1950 University Avenue, Suite 350
Palo Alto, CA 94303

 

[●], 2021

 

Pathfinder Acquisition LLC
1950 University Avenue, Suite 350
Palo Alto, CA 94303

 

Ladies and Gentlemen:

 

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Pathfinder Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Pathfinder Acquisition LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1950 University Avenue, Suite 350, Palo Alto, CA 94303 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. The Sponsor hereby agrees that it does not have any right, title, interest or claim of any kind (a “Claim”) in or to any monies that may be set aside in a trust account (the “Trust Account”) that may be established upon the consummation of the IPO and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

 

This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

 

This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.

 

The parties may not assign this letter agreement and any of their rights, interests, or obligations hereunder without the consent of the other party.

 

This letter agreement shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles that will apply the laws of another jurisdiction.

 

This letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this letter agreement.

 

[Signature Page Follows]

 

 

 

  Very truly yours,
   
  PATHFINDER ACQUISITION CORPORATION
   
  By:  
    Name:  Lance Taylor
    Title: Chief Financial Officer

 

AGREED TO AND ACCEPTED BY:  
   
PATHFINDER ACQUISITION LLC  
   
By:    
  Name:  Lance Taylor  
  Title: Chief Financial Officer  

 

 

[Signature Page to Administrative Services Agreement]