WARRANT AGREEMENT between QUEEN’S GAMBIT GROWTH CAPITAL and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of January 19, 2021Warrant Agreement • March 31st, 2022 • Pivotal Holdings Corp • Services-business services, nec • 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2024 • SWVL Holdings Corp • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 17, 2024, by and between Swvl Holdings Corp, a company duly incorporated and existing under the laws of the British Virgin Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
ORDINARY SHARE PURCHASE WARRANT SWVL HOLDINGS CORPSecurity Agreement • August 29th, 2022 • SWVL Holdings Corp • Services-business services, nec • New York
This ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 12, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 12, 2027 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Swvl Holdings Corp, a company duly incorporated and existing under the laws of the territory of the British Virgin Islands (the “Company”), up to 12,121,214 Class A ordinary shares (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT Swvl Holdings corpSecurities Agreement • November 18th, 2024 • SWVL Holdings Corp • Services-business services, nec • New York
THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Swvl Holdings Corp, a company duly incorporated and existing under the laws of the British Virgin Islands (the “Company”), up to ______ class A ordinary shares, par value $0.0025 per share (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2022 • SWVL Holdings Corp • Services-business services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 10, 2022, between Swvl Holdings Corp, a company duly incorporated and existing under the laws of the territory of the British Virgin Islands (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2022 • Pivotal Holdings Corp • Services-business services, nec • 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”).
Queen’s Gambit Holdings LLC New York, NY 10001Sponsor Letter • March 31st, 2022 • Pivotal Holdings Corp • Services-business services, nec
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:Lock-Up Agreement • March 31st, 2022 • Pivotal Holdings Corp • Services-business services, nec • 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 • March 31st, 2022 • Pivotal Holdings Corp • Services-business services, nec • 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:
FORM OF TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • March 31st, 2022 • Pivotal Holdings Corp • Services-business services, nec
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).
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, 2022Warrant Agreement • March 31st, 2022 • Pivotal Holdings Corp • Services-business services, nec • 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.
ContractEmployment Agreement • March 31st, 2022 • Pivotal Holdings Corp • Services-business services, nec
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 31, 2022 by and among Youssef Salem (“Executive”), Pivotal Holdings Corp, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (the “Company”), and Swvl Global FZE, a free zone limited liability company organized under the laws of the United Arab Emirates (“Swvl UAE”).
SALE AND PURCHASE AGREEMENT ENTERED INTO BY AND BETWEEN THE SELLERS (defined herein) URBVAN MOBILITY LTD AS THE COMPANY SWVL GLOBAL FZE AS BUYER SWVL HOLDINGS CORP. AS BVI AFFILIATE And RENATO PICARD AS SELLER REPRESENTATIVE NEW YORK, July 11, 2022Sale and Purchase Agreement • August 29th, 2022 • SWVL Holdings Corp • Services-business services, nec • New York
URBVAN MOBILITY LTD., an exempted limited liability company duly incorporated and existing under the laws of the Cayman Islands for an indefinite period of time, by virtue of a public deed granted on June 18, 2019, before Joy A. Rankine, Assistant Registar of Companies of the Cayman Island, registered with the Registar of Companies of the Cayman Island under file number 352705, having its registered office at Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands (the “Company”).
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 [____________], 2022Assignment, Assumption and Amendment Agreement • December 23rd, 2021 • Pivotal Holdings Corp • Services-business services, nec • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated [_________], 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.
SWVL HOLDINGS CORP AMENDMENT NO. 1 TO ORDINARY SHARES PURCHASE AGREEMENTOrdinary Shares Purchase Agreement • April 7th, 2022 • SWVL Holdings Corp • Services-business services, nec
This AMENDMENT NO. 1 TO ORDINARY SHARES PURCHASE AGREEMENT (this “Amendment”) is entered into as of April 6, 2022 and amends that certain Ordinary Shares Purchase Agreement, dated as of March 22, 2022 (the “Purchase Agreement”), by and among B. Riley Principal Capital, LLC, a Delaware limited liability company (the “Investor”), Swvl Inc., a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (“SWVL”), and Swvl Holdings Corp (formerly known as Pivotal Holdings Corp), a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (the “Company”). Capitalized terms used and not expressly defined herein shall have the meanings for such terms set forth in the Purchase Agreement.
VOTING, SUPPORT AND NON-REDEMPTION AGREEMENTVoting, Support and Non-Redeemtion Agreement • September 27th, 2021 • Pivotal Holdings Corp • Delaware
This VOTING, SUPPORT AND NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into this 28th day of July, 2021, by and between Swvl Inc., a company limited by shares incorporated under the laws of the British Virgin Islands (“Swvl”) and the undersigned (“Holder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
Re: Lock-Up Agreement ExtensionLock-Up Agreement Extension • July 11th, 2022 • SWVL Holdings Corp • Services-business services, nec
Reference is made to that certain Lock-Up Agreement (the “Lock-Up Agreement”) entered into by and between Swvl Holdings Corp (formerly, Pivotal Holdings Corp) (“Holdings”), a company limited by shares incorporated under the laws of the British Virgin Islands and you, the undersigned (the “Shareholder”), dated as of July 28, 2021. Capitalized terms used herein shall have the meaning given to them in the Lock-Up Agreement unless otherwise defined herein.
LOCK UP AND LEAK-OUT AGREEMENTLock Up and Leak-Out Agreement • November 18th, 2024 • SWVL Holdings Corp • Services-business services, nec
This lock up and leak-out agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between Swvl Holdings Corp, a company duly incorporated under the laws of the British Virgin Islands with registered number 2070410 (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
AGREEMENT FOR THE SALE AND PURCHASE OF SHARES OF SHOTL TRANSPORTATION, S.L. ENTERED INTO BY AND BETWEEN MARFINA, S.L. And CAMINA LAB, S.L. AS SELLERS Mr. OSVALD MARTRET MARTÍNEZ And Mr. GERARD MARTRET MARTÍNEZ AS FOUNDERS And SWVL GLOBAL FZE AS BUYER...Agreement for the Sale and Purchase of Shares • September 27th, 2021 • Pivotal Holdings Corp
MARFINA, S.L., a company duly incorporated and existing under the laws of Spain for an indefinite period of time, by virtue of a public deed granted on 19 June 1990 before the Notary Public of Barcelona, Mr. Antonio-Carmelo Agustín Torres, under the number 2,003 of his official records, registered with the Mercantile Registry of Barcelona, at Volume 39,175, Sheet 179, Page B-6,285, having its registered office at Paseo Comerç, 100, Sabadell, 08203 , Barcelona, and holder of the tax identification code (NIF) number **** (the “Seller 1”).
INTERIM MANAGEMENT AGREEMENT (Jordan) Smart Transportation for Program DevelopmentInterim Management Agreement • February 1st, 2022 • Pivotal Holdings Corp • Services-business services, nec • England and Wales
THIS INTERIM MANAGEMENT AGREEMENT (the “Agreement”) is entered into and made effective as of November 10, 2021 (the “Effective Date”) by and between:
SWVL HOLDINGS CORP AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2022 • SWVL Holdings Corp • Services-business services, nec
This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is entered into as of April 6, 2022 and amends that certain Registration Rights Agreement, dated as of March 22, 2022 (the “Registration Rights Agreement”), by and among B. Riley Principal Capital, LLC, a Delaware limited liability company (the “Investor”), Swvl Inc., a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (“SWVL”), and Swvl Holdings Corp (formerly known as Pivotal Holdings Corp), a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (the “Company”). Capitalized terms used and not expressly defined herein shall have the meanings for such terms set forth in the Registration Rights Agreement.
عقد عمل محدد المدة CONTRACT EMPLOYMENT TERM DEFINED This Contract is made and entered into on(15th December 2021) by and between: 1. (Swvl For Smart Transport Applications and Services), registered at Cairo Investment Commercial Registry Office No....Contract of Employment • October 31st, 2023 • SWVL Holdings Corp • Services-business services, nec
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2022 • Pivotal Holdings Corp • Services-business services, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 22, 2022, is by and among B. Riley Principal Capital, LLC, a Delaware limited liability company (the “Investor”), Swvl Inc., a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (“SWVL”), and 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 SWVL (“Holdings”).
ContractConvertible Note • September 27th, 2021 • Pivotal Holdings Corp • New York
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION OR EXCHANGE HEREOF HAVE NOT BEEN REGISTERED UNDER APPLICABLE LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED.
TERMS AND CONDITIONS OF EMPLOYMENT THIS EMPLOYMENT AGREEMENT is made on 30/05/2020, BETWEEN:Employment Agreement • September 27th, 2021 • Pivotal Holdings Corp • Dubai
SHARE SALE AND PURCHASE AGREEMENT dated 6 January 2023 in respect of the entire issued share capital of Volt Lines B.V. (the Company) between the parties set forth hereinafterShare Sale and Purchase Agreement • October 31st, 2023 • SWVL Holdings Corp • Services-business services, nec
Clause 1 Definitions and Interpretation 5 Clause 2 Sale, Purchase and Transfer of the Shares 6 Clause 3 Fiduciary / Assignment of Purchase Price Receivables 7 Clause 4 Consideration 7 Clause 5 Completion 8 Clause 6 Seller's Warranties 8 Clause 7 Purchasers' Warranties 9 Clause 8 Confidentiality / Announcements 9 Clause 9 Termination 10 Clause 10 Notices 10 Clause 11 Miscellaneous Provisions 11 Clause 12 Governing Law / Jurisdiction 12
ORDINARY SHARES PURCHASE AGREEMENT Dated as of March 22, 2022 by and among SWVL INC. PIVOTAL HOLDINGS CORP and B. RILEY PRINCIPAL CAPITAL, LLCOrdinary Shares Purchase Agreement • March 31st, 2022 • Pivotal Holdings Corp • Services-business services, nec • New York
This ORDINARY SHARES PURCHASE AGREEMENT is made and entered into as of March 22, 2022 (this “Agreement”), by and among B. Riley Principal Capital, LLC, a Delaware limited liability company (the “Investor”), Swvl Inc., a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (“SWVL”), and 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 SWVL (“Holdings”).
Dated 2023 SWVL INC. and DANISH ELAHI and SWVL PAKISTAN (PVT.) LTD.Acquisition Agreement • October 31st, 2023 • SWVL Holdings Corp • Services-business services, nec
PURCHASE AGREEMENT By and Between KOLORS, INC. and URBVAN MOBILITY LIMITED SEPTEMBER 6, 2023Purchase Agreement • October 31st, 2023 • SWVL Holdings Corp • Services-business services, nec • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 6, 2023 by and between Kolors, Inc., a Delaware corporation (“Buyer”) and Urbvan Mobility Limited, an exempted limited liability company duly incorporated and existing under the laws of the Cayman Islands (“Seller”).
August 10, 2022Lock-Up Agreement • August 11th, 2022 • SWVL Holdings Corp • Services-business services, nec • New York
This letter (this “Lock-up Agreement”) is being delivered to you pursuant to Section 2.2(a) of the Securities Purchase Agreement, dated as of August 10, 2022 (the “Purchase Agreement”), between Swvl Holdings Corp (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used herein shall have the meaning given to them in the Purchase Agreement unless otherwise defined herein.
SWVL INC., 2019 SHARE OPTION PLAN SHARE OPTION AGREEMENTShare Option Agreement • September 27th, 2021 • Pivotal Holdings Corp • London
The Optionee is hereby granted the following Option (the “Option”) to purchase Shares in SWVL Inc. pursuant to the SWVL Inc., 2019 Share Option Plan (the “Plan”):
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2023 • SWVL Holdings Corp • Services-business services, nec • New York
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of December 26, 2023, by and between Mostafa Kandil (the “Executive”) Swvl Holdings Corp (formerly known as Pivotal Holdings Corp), a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (the “Company”), and Swvl Global FZE, a free zone limited liability company organized under the laws of the United Arab Emirates (“Swvl UAE”). Each of the Company, Swvl UAE and the Executive shall be referred to collectively as the “Parties” and individually as a “Party.”
