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.
