SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2022 • SWVL Holdings Corp • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 10, 2022, by and between Swvl Holdings Corp (formerly Pivotal Holdings Corp), a company duly incorporated and existing under the laws of the territory of the British Virgin Islands (the “Company”), and each purchaser identified on the signature page hereto (each, a “Purchaser” and collectively, the “Purchasers”).
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”).
ORDINARY SHARE PURCHASE WARRANT SWVL HOLDINGS CORPShare Purchase Warrant • August 11th, 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, 2024 (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 6,060,607 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).
August 10, 2022Purchase 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.
