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”).
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”).
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”).
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”).
