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.
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.
