REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2022 • Kandil Mostafa • 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”).
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 • April 7th, 2022 • Kandil Mostafa • 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
