SUBSCRIPTION AGREEMENTSubscription Agreement • July 28th, 2021 • Queen's Gambit Growth Capital • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this day of , 2021, by and among Queen’s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (“GMBT”), Pivotal Holdings Corp, a company limited by shares incorporated under the laws of the British Virgin Islands (the “Issuer”), and the undersigned (“Subscriber”). The Issuer is a wholly owned subsidiary of Swvl Inc., a company limited by shares incorporated under the laws of the British Virgin Islands (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2021 • Queen's Gambit Growth Capital • Blank checks • 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 10001Letter Agreement • July 28th, 2021 • Queen's Gambit Growth Capital • Blank checks
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:Queen's Gambit Growth Capital • July 28th, 2021 • Blank checks • 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 • July 28th, 2021 • Queen's Gambit Growth Capital • Blank checks • 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 AGREEMENTForm of Transaction Support Agreement • July 28th, 2021 • Queen's Gambit Growth Capital • Blank checks
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).
BUSINESS COMBINATION AGREEMENT by and among SWVL INC., QUEEN’S GAMBIT GROWTH CAPITAL, PIVOTAL HOLDINGS CORP, PIVOTAL MERGER SUB COMPANY I, and PIVOTAL MERGER SUB COMPANY II LIMITED Dated as of July 28, 2021Business Combination Agreement • July 28th, 2021 • Queen's Gambit Growth Capital • Blank checks • Delaware
