UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 2021 • Queen's Gambit Growth Capital • Blank checks • New York
Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), proposes to sell 27,500,000 units (the “Firm Units”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), of the Company and one-third of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 4,125,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters. To the extent that there are no additional Underwriters listed on Schedule I, the term Underwriters as used herein
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 25th, 2021 • Queen's Gambit Growth Capital • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 19, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Queen’s Gambit Holdings LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between QUEEN’S GAMBIT GROWTH CAPITAL and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of January 19, 2021Warrant Agreement • January 25th, 2021 • Queen's Gambit Growth Capital • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 19, 2021, is by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
WARRANT AGREEMENT between QUEEN’S GAMBIT GROWTH CAPITAL and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [●], 2021Warrant Agreement • January 14th, 2021 • Queen's Gambit Growth Capital • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 29th, 2020 • Queen's Gambit Growth Capital • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between QUEEN’S GAMBIT GROWTH CAPITAL, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 25th, 2021 • Queen's Gambit Growth Capital • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 19, 2021 by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 28th, 2021 • Queen's Gambit Growth Capital • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this day of , 2021, by and among Queen’s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (“GMBT”), Pivotal Holdings Corp, a company limited by shares incorporated under the laws of the British Virgin Islands (the “Issuer”), and the undersigned (“Subscriber”). The Issuer is a wholly owned subsidiary of Swvl Inc., a company limited by shares incorporated under the laws of the British Virgin Islands (the “Company”).
SECURITIES SUBSCRIPTION AGREEMENT December 9, 2020Securities Subscription Agreement • December 29th, 2020 • Queen's Gambit Growth Capital • Blank checks • New York
This Securities Subscription Agreement (this “Agreement”), effective as of December 9, 2020, is made and entered into by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Queen’s Gambit Holdings LLC, a Delaware limited liability company (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2021 • Queen's Gambit Growth Capital • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 19, 2021 is made and entered into by and among Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), Queen’s Gambit Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPurchase Agreement • December 29th, 2020 • Queen's Gambit Growth Capital • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Queen’s Gambit Holdings LLC, a Delaware limited liability company (the “Purchaser”).
January 19, 2021Letter Agreement • January 25th, 2021 • Queen's Gambit Growth Capital • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Barclays Capital Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration state
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 14th, 2021 • Queen's Gambit Growth Capital • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2021 • Queen's Gambit Growth Capital • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 28, 2021, is made and entered into by and among Swvl Inc., a company limited by shares incorporated under the laws of the British Virgin Islands (“Swvl”), Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “SPAC”), Queen’s Gambit Holdings LLC, a Delaware limited liability company (the “Sponsor”), Pivotal Holdings Corp, a company limited by shares incorporated under the laws of the British Virgin Islands a wholly owned subsidiary of Swvl (the “Company”), and the undersigned parties listed under “Holder” on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT by and among QUEEN’S GAMBIT GROWTH CAPITAL, PIVOTAL HOLDINGS CORP, and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of March 30, 2022Assignment, Assumption and Amendment Agreement • March 31st, 2022 • Queen's Gambit Growth Capital • Blank checks • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated March 30, 2022, is made by and among Queen’s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (“SPAC”), Pivotal Holdings Corp, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (“Holdings”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated January 19, 2021, by and between SPAC and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
Queen’s Gambit Holdings LLC New York, NY 10001Letter Agreement • July 28th, 2021 • Queen's Gambit Growth Capital • Blank checks
This letter (this “Sponsor Letter”) is being delivered to you in accordance with that certain Business Combination Agreement, dated as of the date hereof (as it may be amended, restated, or otherwise modified from time to time in accordance with its terms), by and among Swvl Inc., a company limited by shares incorporated under the laws of the British Virgin Islands (the “Company”), Queen’s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (“SPAC”), Pivotal Holdings Corp, a company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned Subsidiary of the Company (“Holdings”), Pivotal Merger Sub Company I, a Cayman Islands exempted company with limited liability and wholly owned Subsidiary of Holdings, and Pivotal Merger Sub Company II, a company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned Subsidiary of SPAC (the “Business Combination Agreement” and the transactions contemp
July 28, 2021 Pivotal Holdings Corp c/o Swvl Inc. The Offices 4, One Central Dubai, United Arab Emirates Attention: Mostafa Kandil, Chief Executive Officer Email: mk@swvl.com Re: Lock-Up Agreement Ladies and Gentlemen:Queen's Gambit Growth Capital • July 28th, 2021 • Blank checks • Delaware
This letter (this “Lock-up Agreement”) is being delivered to you in accordance with the Business Combination Agreement (the “BCA”) entered into by and among Swvl Inc., a company limited by shares incorporated under the laws of the British Virgin Islands (“Swvl”), Queen’s Gambit Growth Capital, a Cayman Islands exempted company (“SPAC”), Pivotal Holdings Corp, a company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned subsidiary of Swvl (“Holdings”), Pivotal Merger Sub Company I, a Cayman Islands exempted company with limited liability and wholly owned subsidiary of Holdings (“Cayman Merger Sub”), and Pivotal Merger Sub Company II Limited, a company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned subsidiary of SPAC (“BVI Merger Sub”), pursuant to which, among other things, SPAC will merge with and into Cayman Merger Sub, with Cayman Merger Sub surviving (the “SPAC Merger”), Holdings will redeem all
DATED July 28, 2021 THE PERSONS WHOSE NAMES AND ADDRESSES ARE SET OUT IN SCHEDULE 1 and PIVOTAL HOLDINGS CORP SHAREHOLDERS’ AGREEMENT in respect of Pivotal Holdings CorpShareholders’ Agreement • July 28th, 2021 • Queen's Gambit Growth Capital • Blank checks • Virgin Islands
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, each intending to be legally bound, hereby agree as follows:
Date: January 30, 2022 To: Queen’s Gambit Growth Capital (“GMBT”) and Pivotal Holdings Corp (“Issuer”) Address: 55 Hudson Yards 44th Floor New York, NY 10001 From: ACM AART VII B, LLC, a Delaware limited liability company (“Subscriber”) Re:...Queen's Gambit Growth Capital • February 1st, 2022 • Blank checks • New York
Reference is made to that certain subscription agreement dated as of November 15, 2021, by and among GMBT, Issuer, and Subscriber (the “Subscription Agreement”) with respect to the subscription for and purchase of Class A Ordinary Shares, par value $0.0001 per share, of Issuer by Subscriber. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Subscription Agreement.
FORM OF TRANSACTION SUPPORT AGREEMENTForm of Transaction Support Agreement • July 28th, 2021 • Queen's Gambit Growth Capital • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 28, 2021, by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (“SPAC”), Swvl Inc., a company limited by shares incorporated under the laws of the British Virgin Islands (the “Company”), and [•], a [•] (the “Supporting Company Investor”). Each of SPAC, the Company and the Supporting Company Investor are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
SECOND AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 8th, 2022 • Queen's Gambit Growth Capital • Blank checks
THIS SECOND AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT, dated as of March 3, 2022 (this “Amendment”), is entered into by and among Swvl Inc., a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (the “Company”), Queen’s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (“SPAC”), Pivotal Holdings Corp, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned Subsidiary of the Company (“Holdings”), Pivotal Merger Sub Company I, a Cayman Islands exempted company with limited liability and wholly owned Subsidiary of Holdings (“Cayman Merger Sub”), and Pivotal Merger Sub Company II Limited, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned Subsidiary of SPAC (“BVI Merger Sub”), and amends the Business Combination Agreement, dated as
QUEEN’S GAMBIT GROWTH CAPITALQueen's Gambit Growth Capital • December 29th, 2020 • Blank checks • New York
QUEEN’S GAMBIT GROWTH CAPITALQueen's Gambit Growth Capital • January 25th, 2021 • Blank checks • New York
This letter agreement by and between Queen’s Gambit Growth Capital (the “Company”) and Queen’s Gambit Holdings LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Date: January 30, 2022 To: Queen’s Gambit Growth Capital (“Counterparty”) Address: 55 Hudson Yards 44th Floor New York, NY 10001 From: ACM AART VII B, LLC, a Delaware limited liability company (“Seller”) Re: Termination of OTC Equity Prepaid Forward...Queen's Gambit Growth Capital • February 1st, 2022 • Blank checks • New York
Reference is made to that certain agreement dated as of November 15, 2021, by and between Counterparty and Seller for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Agreement”) with respect to Class A Ordinary Shares, par value $0.0001 per share, of Counterparty (“SPAC Shares”) and the Class A ordinary shares of Pivotal Holdings Corp into which into which such SPAC Shares will be converted in the Business Combination. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Forward Purchase Agreement.
BUSINESS COMBINATION AGREEMENT by and among SWVL INC., QUEEN’S GAMBIT GROWTH CAPITAL, PIVOTAL HOLDINGS CORP, PIVOTAL MERGER SUB COMPANY I, and PIVOTAL MERGER SUB COMPANY II LIMITED Dated as of July 28, 2021Business Combination Agreement • July 28th, 2021 • Queen's Gambit Growth Capital • Blank checks • Delaware
Date: January 30, 2022 To: Queen’s Gambit Growth Capital (“Counterparty”) Address: 55 Hudson Yards 44th Floor New York, NY 10001 From: ACM AART VII B, LLC, a Delaware limited liability company (“Seller”) Re: Termination of OTC Equity Prepaid Forward...Queen's Gambit Growth Capital • February 1st, 2022 • Blank checks • New York
Reference is made to that certain agreement dated as of November 15, 2021, by and between Counterparty and Seller for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Agreement”) with respect to Class A Ordinary Shares, par value $0.0001 per share, of Counterparty (“SPAC Shares”) and the Class A ordinary shares of Pivotal Holdings Corp into which into which such SPAC Shares will be converted in the Business Combination. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Forward Purchase Agreement.
QUEEN’S GAMBIT GROWTH CAPITALQueen's Gambit Growth Capital • June 29th, 2021 • Blank checks • New York
This letter agreement, dated as of the date hereof, is being entered into by and between the Company and Sponsor to confirm the agreement of the Company and Sponsor that, commencing on the date hereof and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
