SWVL Swvl Holdings Corporation

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

(1)     “Audit fees” means the aggregate fees billed for professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements and the review of our comparative interim financial statements.

Pre-Approval Policy

Our Audit Committee pre-approves all auditing services and permitted non-audit services to be performed for the Company by our independent auditor, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Our Audit Committee pre-approved all audit services provided to us during the periods listed above.

Required Vote

Approval of Proposal 2 (Ratification of Appointment of Independent Registered Public Accounting Firm) will require the affirmative vote of a majority of the votes present in person or by proxy at the 2022 Annual Meeting and voting on the proposal. Pursuant to our memorandum and articles of association, holders of Ordinary Shares who are present but do not vote, blanks and abstentions shall not be counted for purposes of determining if a majority has been obtained.

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF GRANT THORNTON AUDIT AND ACCOUNTING LIMITED (DUBAI BRANCH) AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022

DOCUMENTS ON DISPLAY

The Company’s Annual Report on Form 20-F filed with the SEC on April 15, 2022 is available for viewing and downloading on the SEC’s website at www.sec.gov as well as on the Investor Relations section of the Company’s website at www.investors.swvl.com.

The Company is subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the SEC. The Company’s filings with the SEC may be inspected without charge at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580 Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The Company’s SEC filings are also available to the public on the SEC’s website at www.sec.gov. As a foreign private issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this Proxy Statement should not be taken as an admission that the Company is subject to those proxy rules.

OTHER MATTERS

We know of no other matters to be submitted at the 2022 Annual Meeting. If any other matters properly come before the 2022 Annual Meeting, it is the intention of the proxy holders to vote the shares they represent in accordance with their best judgment, unless you direct them otherwise in your proxy instructions.

Whether or not you intend to be present at the 2022 Annual Meeting, we urge you to submit your signed proxy promptly.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2022 (Report No. 3)

Commission File Number: 001-41339

Swvl Holdings Corp

The Offices 4, One Central

Dubai World Trade Centre

Dubai, United Arab Emirates

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

CONTENTS

On November 25, 2022, Swvl Holdings Corp’s (“Swvl”)  issued a press release titled: “Swvl Reports Further Steps in its Portfolio Optimization Program.” A copy of this press release is furnished herewith as Exhibit 99.1.

This Report on Form 6-K is incorporated by reference into Swvl’s Registration Statement on Form S-8 (Registration No. 333-265464) filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

Swvl Reports Further Steps in its Portfolio Optimization Program

Dubai, United Arab Emirates – November 25, 2022 – Swvl Holdings Corp (“Swvl” or the “Company”) (Nasdaq: SWVL), a global provider of transformative tech-enabled mass transit solutions, today reported that it is implementing further measures as part of its previously announced and ongoing portfolio optimization program to reduce costs.

These further measures will include the following:

Swvl is taking these measures amid the continuing uncertainty in the global economic environment and volatility in capital markets, which potentially impact Swvl’s ability to generate sufficient cash from operating activities and external financings to fund working capital and service its commitments.

About Swvl

Swvl is a global provider of transformative tech-enabled mass transit solutions, offering intercity, intracity, B2B and B2G transportation. The Company’s platform provides complimentary semi-private alternatives to public transportation for individuals who cannot access or afford private options. Every day, Swvl’s parallel mass transit systems are empowering individuals to go where they want, when they want – making mobility safer, more efficient, accessible, and environmentally friendly. Customers can book their rides on an easy-to-use proprietary app with varied payment options and access to high-quality private buses and vans.

For additional information about Swvl, please visit www.swvl.com.

Forward Looking Statements

This press release contains “forward-looking statements” relating to future events. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events and other statements that are not historical facts.

These statements are based on the current expectations of Swvl’s management and are not predictions of actual performance. For example, Swvl is using forward-looking statement in this press release when it discusses certain measures it is taking with respect to its portfolio optimization program and the potential the continuing uncertainty in the global economic environment and volatility in capital markets may impact its ability to generate sufficient cash from operating activities and external financings to fund working capital and service its commitments. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Swvl. These statements are subject to a number of risks and uncertainties regarding Swvl’s business, and actual results may differ materially. In addition, forward-looking statements provide Swvl’s expectations, plans or forecasts of future events and views as of the date of this communication. Swvl anticipates that subsequent events and developments could cause Swvl’s assessments and projections to change. However, while Swvl may elect to update these forward-looking statements in the future, Swvl specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Swvl’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon any forward-looking statements.

Contact

Youssef Salem

Swvl CFO

Investor.relations@swvl.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2022

Commission File Number: 001-41339

Swvl Holdings Corp

The Offices 4, One Central

Dubai World Trade Centre

Dubai, United Arab Emirates

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

CONTENTS

On November 29, 2022, Swvl Holdings Corp’s (“Swvl”) issued a total of 1,928,759 Class A Ordinary Shares in connection with a series of acquisitions by Swvl , consisting of up to (a) 1,663,121 Class A Ordinary Shares issued to certain investors pursuant to that certain Sale and Purchase Agreement, dated April 29, 2022, by and among Swvl Global FZE, Swvl, Volt Lines B.V. and the additional parties listed therein, and that certain Deviation Agreement, dated November 21, 2022, by and among Swvl , Swvl Global FZE and Southeast Europe Equity Fund II, LP; (b)  50,000 Class A Ordinary Shares issued to certain investors pursuant to that certain Stock Purchase Agreement, dated November 16, 2021, by and among Swvl Inc., Swvl Global FZE and Viapool Inc. and the additional parties listed therein; (c) 115,638 Class A Ordinary Shares issued to certain investors pursuant to that certain Sale and Purchase Agreement, dated March 24, 2022, by and between Swvl Inc., Swvl Germany GmbH and Door2Door GmbH and the additional parties listed therein; and (d) 100,000 Class A Ordinary Shares issued to certain investors pursuant to that certain Sale and Purchase Agreement, dated August 18, 2021, by and between Swvl Global FZE, Swvl Inc. and Shotl Transportation, S.L. and the additional parties listed therein. The Class A Ordinary Shares described in clauses (a) – (d) of the prior sentence were issued as equity consideration pursuant to Swvl’s acquisitions of Volt Lines B.V. and Door2Door GmbH and acquisitions of controlling interests in Viapool Inc. and Shotl Transportation, S.L. an equity consideration value of $10 per share.

The issuance of the Class A Ordinary Shares did not involve a public offering and was exempt from the requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering, and Regulation S promulgated under the Securities Act.

EXHIBIT INDEX

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 10.2

THIS DEVIATION AGREEMENT IS DATED 21 November 2022 AND MADE BETWEEN:

hereinafter collectively referred to as the “Parties”, and each individually a “Party”.

Recitals:

IT IS HEREBY AGREED AS FOLLOWS:

The provisions set out in Clause 1 (Definitions and Interpretation), Clause 15 (Confidentiality), Clause 16 (Further Assurances), 17 (Assignment of the Agreement), 18 (Taxes and Expenses), 19 (Entire Agreement), 20 (No Implied Waiver), 21 (Variations), 22 (No Recission), 23 (Invalidity), 25 (Notices and Communications) and 27 (Counterparts) of the SPA will apply to this Agreement, and to the extent required are hereby incorporated by reference.

[Remainder of page intentionally left blank; signature page follows]

- Signature page deviation agreement -

IN WITNESS WHEREOF, AGREED UPON AND EXECUTED:

Exhibit 10.3

STOCK PURCHASE AGREEMENT

BY AND AMONG

Mr. ALEJANDRO TAUBAS

Mr. ALEJO MATIAS MIRAGAYA

Mr. LIONEL FRIDMAN

Mr. DIEGO NOMBERG

CLIN FONDO DE INVERSIÓN PRIVADO

AVP SEED FUND

ANGEL VENTURES PACIFIC ALLIANCE FUND II LIMITED PARTNERSHIP

BANCO ACTINVER, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO

ACTINVER, ACTING AS TRUSTEE OF IRREVOCABLE TRUST F/4862, DESIGNATED AV

PACIFIC ALLIANCE TRUST II

And

CMPL ANGEL SEED FUND LP

AS SELLERS

And

SWVL GLOBAL FZE

AS BUYER

And

with SWVL INC. as an obligated delegee of the Buyer

And

VIAPOOL INC.

AS THE COMPANY

NOVEMBER 16, 2021

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered as of November 16, 2021 (the “Execution Date”):

BY AND AMONG

Founder 1, Founder 2, Founder 3 and Founder 4 shall be jointly referred to as the “Founders”.

Investor 1, Investor 2, Investor 3, Investor 4 and Investor 5 shall be jointly referred to as the “Investors”. Founders and Investors shall be jointly referred to as the “Sellers”.

The Sellers and the Buyer shall hereinafter be individually referred to as a “Party” and jointly as the “Parties”.

RECITALS

The Company’s corporate purpose is to engage in any lawful act or activity for which corporations may be organized under the laws of the State of Delaware.

The OpCos are engaged in the development, implementation and commercialization of new mobility and transport systems, including different services and connecting travelers with buses and private cars, and are the legal owners of the Apps detailed in Section 2.5.2 of SCHEDULE 9 (the “Business”).

As of the Execution Date, the authorized Common Stock and Preferred Stock, issued and un-issued, and the stockholders of the Company are:

The Founders have full title ownership over 6,474,000 shares of Common Stock representing 60.14% of the Company’s authorized capital stock (the “Capital Stock”) immediately prior to execution of this Agreement, pursuant to:

The Investors have full title ownership over 2,303,706 shares of Preferred Stock representing 21.40% of the authorized Capital Stock at the Execution Date (unless the Preferred Stock is converted to Common Stock prior to execution of this Agreement), pursuant to:

In consideration of the mutual representations, warranties, covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

CLAUSES

“Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by 1 or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

“Agreement” means the present agreement;

“Argentine OpCos” has the meaning set out in Recital B;

“ARRR” has the meaning set out in Section 3.4.1;

“Basket” has the meaning set out in Section 9.6.1.2

“Business” has the meaning set out in Recital B;

“Business Day” means a day, other than a Saturday or a Sunday, in which banks are generally open to the public for ordinary transactions in New York, United States of America;

“Buyer” means SWVL GLOBAL FZE;

“Buyer Representations and Warranties” has the meaning set out in Section 12;

“Capital Stock” has the meaning set out in Recital C;

“Cash” has the meaning set out in in Schedule 4.1.2;

“Chilean OpCo” has the meaning set out in Recital B;

“Claim” has the meaning set out in Section 10.1;

“Company” means VIAPOOL INC;

“Common Stock” has the meaning set out in Recital C;

“Completion of the De-SPAC Process” shall mean the achievement of both of the following two events: (a) the listing of Pivotal Holdings on the NASDAQ index with the relevant ticker changed from Queen’s Gambit Growth Capital (GMBTU) to Swvl Holdings Corp (SWVL) and (b) the merger of Pivotal Merger Sub Company II Limited (BVI Merger Sub) with and into SWVL INC.

“Completion Notice” has the meaning set out in Section 5.3;

“Conditions Precedent” has the meaning set out in Section 5.1;

“Closing Cash Consideration” has the meaning set out in Section 3.2.1.1;

“Confidential Information” has the meaning set out in Section 15.1;

“Closing” has the meaning set out in Section 8.1;

“Closing Date” has the meaning set out in Section 8.1;

“Connected Person to the Sellers” means, in respect of any Seller:

“Contingent Consideration” has the meaning set out in Section 3.3.1;

“Damage” has the meaning set out in Section 9.5;

“de-SPAC Process” has the meaning set out in Recital E;

“Debt, Cash and Working Capital Certificate” has the meaning set out in Section 4.1;

“Deferred Payment” has the meaning set out in Section 3.2.1.2;

“de Minimis Franchise” has the meaning set out in Section 9.6.1.1;

“Due Diligence” has the meaning set out in Recital F;

“Execution Date” has the meaning set out in the preamble of this Agreement;

“Filing Condition” means the Conditions Precedent set forth in Section 5.1(ix) and Section 5.1(x);

“Financial statement” has the meaning set out in section 2.3.1 of the Sellers’ Representations and Warranties.

“Fixed Consideration” means the consideration set forth in Section 3.2.1;

“Founder 1” means Mr. Alejandro Taubas;

“Founder 2” means Mr. Alejo Matías Miragaya;

“Founder 3” means Mr. Lionel Fridman;

“Founder 4” means Mr. Diego Nomberg;

“Founders” means jointly Mr. Alejandro Taubas, Mr. Alejo Matías Miragaya; Mr. Lionel Fridman and Mr. Diego Nomberg;

“Fundamental Representations and Warranties” has the meaning set out in Schedule 9;

“Gross Financial Debt” has the meaning set out in in Schedule 4.1.2;

“Intellectual Property Rights” means any trading names, registered and unregistered trademarks, trademark applications, patents, patents applications, registered and unregistered service marks, service mark applications, copyrights, trade secrets, domain names, mask works, information and proprietary rights and processes, and other intellectual or industrial property, as well as intellectual property rights on the software and computer programs;

“Interim Period” has the meaning set out in Section 7.1;

“Investor 1” means Chile Global Ventures;

“Investor 2” means AVP Seed Fund I;

“Investor 3” means Angel Ventures Pacific Alliance Fund II Limited Partnership

“Investor 4” means Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver, acting as trustee of Irrevocable Trust F/4862, designated AV Pacific Alliance Trust II;

“Investor 5” means CMPL Angel Seed Fund LP;

“Investors” means Investor 1 to Investor 5;

“Lien” means any lien, pledge, security interest, mortgage, deed of trust, security agreement, option, right of first refusal or offer, preemptive right, license or other encumbrance;

“Long Stop Date” means March 31, 2022;

“MD Sas” has the meaning set out in Recital A;

“Net Financial Debt” means the financial debt of the Company on a consolidated basis with the OpCos, calculated as provided in Schedule 4.1.2;

“New Restated Certificate” has the meaning set out in Section 5.1(ii);

“New Shareholders’ Agreement” has the meaning set out in Section 8.3.1.2;

“Opcos” has the meaning set out in Recital A;

“Opcos’ Transfer Documents” means with respect to:

“Payment at Closing” has the meaning set out in Section 3.2.1.1;

“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity;

“Pivotal Holdings” has the meaning set out in Recital E;

“Pivotal Shares” has the meaning set out in Section 3.2.1.2;

“Pre-Closing Certificate” has the meaning set out in Section 8.2;

“Preferred Stock” has the meaning set out in Recital C;

“Previous Transaction Agreements” means: (i) the Investors’ Rights Agreement executed on November 13, 2020 among the Company and the Investors and the Founders, (ii) the Right of First Refusal and Co-Sale Agreement executed on November 13, 2020 among the Company and the Investors and the Founders; (iii) the Voting Agreement executed on November 13, 2020 among the Company and the Investors and the Founders, and any other agreement and/or ancillary document executed pursuant and/or in relation to any of those agreements; (iv) the Indemnification Agreements executed between the Company and the directors of the Company designated by the Investors pursuant to the Voting Agreement mentioned herein; and (v) any and all restrictions on the governance of the Company and/or any Lien, repurchase options or restriction to the transfer of the Company’s Capital Stock agreed under that Restricted Stock Purchase Agreements dated November 12, 2020, by and between Company and the Founders (and any other agreement and/or ancillary document executed pursuant and/or in relation thereto);

“Purchase Price” has the meaning set out in Section 3.1;

“Registration Condition” means:

“Response” has the meaning set out in Section 10.2;

“Roll Over” has the meaning set out in Section 3.2.1.2;

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Sellers’ Bank Accounts“ has the meaning set out in Section 3.2.2;

“Sellers Representations and Warranties” has the meaning set out in Section 9.1;

“Shares” means shares representing 51% of the Capital Stock and votes of the Company at the Closing Date, which amount shall be 4,476,630 shares of common stock;

“Sellers” means jointly the Founders and the Investors;

“SWVL INC” means SWVL INC;

“Tax” or “Taxes” means (i) all national, federal, state, local, municipal, foreign or other taxes including, without limitation, taxes, whether direct or indirect, and whether levied by reference to income, profits, gains, net wealth, gross receipts, license, excise, severance, stamp, occupation, premium, franchise, real property, personal property, sales, use, transfer, registration, escheat, unclaimed property, asset values, turnover, value added or other reference and local or municipal imposition, duties, contributions and levies (including employment contributions, payroll taxes and social security contributions), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax otherwise), in respect of the Company, and (ii) any related interest, fines or penalties relating to the foregoing or resulting from a failure to comply with any provisions of any enactment relating to tax;

“Third Party Claim” has the meaning set out in Section 10.3;

“Transaction” means the transfer by the Sellers to the Buyer of the Shares, pursuant to the terms and conditions of this Agreement;

“Transaction Documents” means this Agreement, the New Shareholders’ Agreement and the New Restated Certificate;

“USD” or “$” means American dollars;

“Viapool SRL” has the meaning set out in Recital A;

“Viapool Entities” means the Company together with the OpCos; and each a “Viapool Entity”

“Working Capital” means the difference between assets and liabilities of the Company, on a consolidated basis with the OpCos, at Closing, except to the extent that Section 4 and the DCWC Certificate provide for a different or more detailed calculation of Working Capital in connection with those provisions;

The purpose of this Agreement is the sale and transfer of the Shares by the Sellers to the Buyer. Therefore, subject to the terms and conditions of this Agreement (including, in particular, the satisfaction or waiver of the Conditions Precedent on the terms set forth therein), at Closing, the Sellers shall sell and transfer to the Buyer, who shall purchase and acquire full title ownership over the Shares free of any Liens, in consideration of the payment of the Purchase Price, which shall be payable in an initial cash payment and by way of future payments, together with any and all rights and benefits attached to them as from Closing Date, including, without limitation, any dividends which may accrue as from such date.

The total purchase price payable by the Buyer and SWVL INC to the Sellers as consideration for the Shares received by the Buyer shall be equal to (i) the Fixed Consideration, plus (ii) if and to the extent accrued, the Contingent Consideration set out in Section 3.3 below (the “Purchase Price”). Notwithstanding, the sum of the Fixed Consideration together with the maximum Contingent Consideration payable (4 MM plus 0.5 MM), divided by the quantity of Shares (4,476,630) shall be the “Deemed Price Per Share”, which amount equals $1.0052.

In relation thereto, the Buyer undertakes to have the Sellers informed about the de-SPAC Process and to carry out as many acts as may be necessary or convenient in order to execute the Roll Over as soon as possible after Closing Date.

In the event that the de-SPAC process has been definitively terminated without success prior to March 31, 2022, for any reason, the Sellers shall be entitled to request at their option and sole discretion, that this payment obligation be substituted by (a) payment in cash of $ 500,000 Roll-Over amount to the Sellers, which shall be payable within thirty (30) days as from the date of request of the Sellers, or (b) common shares of SWVL Inc. on the basis of a $350,000,000 (fully diluted) valuation.

For the avoidance of doubt, it is understood that, for each installment (if paid in installments), each Seller shall receive the relevant portion of the applicable payment on a pro rata basis, that is, in proportion to the percentage of Shares sold by each Seller on the Closing Date.

At Closing, the Buyer shall make the relevant bank transfer payment and the Sellers shall declare in writing, in a form satisfactory to the Buyer, that they have received the portion of the Payment at Closing to their full satisfaction.

As a condition to payment of the Deferred Payment and of the Contingent Consideration to Sellers, Sellers shall deliver to Buyer unaudited financial statements encompassing all full months of operations preceding the Closing Date.

Each Seller acknowledges that the Pivotal Shares have not been registered under the Securities Act or under any state or other applicable securities laws. Each Seller (a) acknowledges that it is acquiring the Pivotal Shares pursuant to an exemption from registration under the Securities Act solely for investment with no intention to distribute any of the foregoing to any Person, (b) will not sell, transfer, or otherwise dispose of any of the Pivotal Shares except in compliance with the terms and conditions set forth in the Pivotal Holdings’ organizational documents, as in effect following Completion of the De-SPAC Process, and the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws, (c) is a sophisticated institutional investor with extensive knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Pivotal Shares and of making an informed investment decision, (d) is an “accredited investor” (as that term is defined by Rule 501 of the Securities Act), and (e) (1) has been furnished with or has had full access to all the information that it considers necessary or appropriate to make an informed investment decision with respect to the Pivotal Shares, (2) has had an opportunity to discuss with Swvl, Pivotal Holdings and its representatives the intended business and financial affairs of Swvl and Pivotal Holdings and to obtain information necessary to verify any information furnished to it or to which it had access and (3) can bear the economic risk of (x) an investment in the Pivotal Shares and (y) a total loss in respect of such investment. Each Seller has knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of and form an investment decision with respect to its investment in the Pivotal Shares, and to protect its own interest in connection with such investment, and its purchase/acquisition of the Pivotal Shares is not the result of any general solicitation or any general advertising.

This Agreement may be terminated and the transactions contemplated by this Agreement abandoned at any time prior to the Closing:

If this Agreement is terminated pursuant to Section 6.1, this Agreement shall become void and of no effect without liability of any Party to the other Party; provided, however, that:

Upon termination of the Agreement pursuant to Section 6.1; Sections 6.2, and Sections 15 to 24 shall survive any termination hereof.

On the terms and subject to the conditions set out in this Agreement, completion of the Transaction (“Closing”) shall take place on any date after January 2, 2021 and no later than the 10^th Business Day following the date on which the Conditions Precedent have been satisfied or waived on the terms set forth in Section 5 above, or such other time as the Buyer and the Sellers may agree to in writing (the “Closing Date”). The Closing shall be consummated by exchanging documents via e-mail and by making electronic wire transfers to the Sellers’ Bank Accounts as otherwise stated herein.

The Sellers shall deliver to the Buyer five (5) Business Days prior to Closing Date a certificate (the “Pre-Closing Certificate”) with the following documents and information: (i) the Debt, Cash and Working Capital Certificate; (iii) the distribution of the Payment at Closing between the Sellers; and (iv) the Sellers’ Bank Accounts.

All of the actions indicated below shall be deemed to have taken place simultaneously as a single act carried out at Closing. For the avoidance of doubt, Closing shall not take place until and unless all of the following actions have been carried out:

In the Deed of Closing, specifically, amongst other matters, the Sellers shall:

Likewise, in the Deed of Closing, amongst other matters, the Buyer shall:

The Sellers warrant to the Buyer that each of the representations and warranties included in SCHEDULE 9 (the “Sellers Representations and Warranties”) are true, accurate and not misleading at the date of this Agreement, except where SCHEDULE 9 indicates that certain representations and warranties shall be true and accurate as of the Completion Date (and not the date of this Agreement), and will be true, accurate and not misleading at the Closing Date.

The Sellers undertake to jointly, but not jointly and severally, pro rata to their respective stake in the Company at the Closing Date, indemnify, subject to the limitations of liability under this Section, the Buyer against any Damages resulting from:

The rights and remedies contemplated in this Section 9 in respect of a Claim or Third-Party Claim are the sole remedy of the Buyer with respect to a breach of this Agreement by the Sellers.

In relation thereto, the Sellers shall be sole parties responsible for any breach of the Sellers Representations and Warranties and the Buyer waives any right it may legally have as shareholder of the Company or otherwise to claim the directors of the Company for liability with respect to any breach of any of the Sellers’ Representations and Warranties or for any other aspect of their management prior to the date of this Agreement except in the cases of fraud or willful misconduct.

The indemnity provisions set forth in this Agreement to the benefit of Buyer shall extend to and comprise any obligated delegee of the Buyer, and their directors, managers, officers and employees, but any claimed indemnitee must meet a strict burden of proof of having incurred specific damages.

The Buyer shall promptly serve written notice on the Sellers of any facts or circumstances resulting (i) in any of the Sellers Representations and Warranties being inaccurate, untrue, incomplete or misleading as of the date of this Agreement; (iii) in any other Damage, resulting from the breach of any other contractual obligation under this Agreement, which may result in the Buyer seeking Damages from the Sellers (a “Claim”), provided that the failure to promptly provide the notice of claim shall not release the Sellers from any of their obligations under this Agreement except to the extent that the notice is not timely under Section 9.7 above or to the extent that the relevant Seller has been prejudiced by such failure.

Each notice of a Claim shall be sent in accordance with Section 22 and shall contain, with respect to each Claim, (i) a description of the facts and the nature of the Claim, according to the information available at the moment the Notice of Claim is served, (ii) a description of the grounds on which the Seller’s liability for Damages arises under this Agreement, and (iii) the amount claimed (or a reasonable estimation thereof), if it is possible to quantify at that moment.

The Buyer shall promptly provide to the Sellers the information (in its possession or control) reasonably required to enable the Seller to analyze any Claim brought by the Buyer.

Within fifteen (15) Business Days from receipt of a notice of Claim in accordance with Section 10.1 above, the Sellers shall send a written notice to the Buyer in accordance with Section 22 (a “Response”) stating whether:

In the event that the Sellers fail to send a Response to the Buyer within the required fifteen (15) Business Days period, the provisions in Section 10.2(a) above shall apply.

In the event that any third party announces or serves notice of a claim (in Court or directly to the Buyer) in connection with the Sellers Representations and Warranties (a “Third-Party Claim”), the Buyer shall give notice to the Sellers of such a Third Party Claim by serving notice of a Claim in accordance with Clause 10.2 above, no later than ten (10) Business Days after the day when the Buyer was served with the Third Party Claim; provided that the failure to provide the notice of claim shall not release the Sellers from any of their obligations under this Agreement except to the extent that such Seller has been prejudiced by such failure.

A Third-Party Claim will cause an obligation on the Sellers to indemnify the Buyer or the Company as soon as judgment is issued on the Third-Party Claim requesting a payment or a settlement is reached with the third party.

The provisions in Section 10.2 above shall also apply to notices of a Claim that are based on a Third-Party Claim. Additionally, the Sellers may state in the Response that they will undertake the defense of the Buyer in the Third-Party Claim, in which case the Buyer shall:

Except with the written consent of the Buyer, the Sellers will not, in the defense of a Third Party Claim, consent to the entry of any judgment or enter into any settlement (i) which does not include as an unconditional term thereof the giving to the Buyer and all of its Affiliates by the third party of a release from all liability with respect to such suit, claim, action, or proceeding; (ii) unless there is no finding or admission of (A) any violation of Law by the Buyer (or any Affiliate thereof), (B) any liability on the part of the Buyer (or any Affiliate thereof) or (C) any violation of the rights of any Person and no effect on any other claims of a similar nature that may be made by the same third party against the Buyer (or any Affiliate thereof).

If the Sellers do not undertake the defense of the Third-Party Claim (or after assuming such defense, fail to actively and diligently conduct the defense thereof) the Buyer will be entitled to conduct the defense of the Third-Party Claim. In this case, the Buyer undertakes to inform the Sellers monthly about the evolution of the Third-Party Claim or, earlier, if there were relevant actions to be taken or a court resolution were made in relation to the same.

The Sellers will be bound by any judgment or settlement issued on a Third-Party Claim by a Court of competent jurisdiction, even if the defense of the claim or settlement has been undertaken by the Buyer.

Notwithstanding anything to the contrary in this Section 10.3, the Sellers shall not be entitled to assume and control the defense of any Third Party Claim that (i) seeks an injunction or other equitable relief against Buyer, the Company or the OpCos (or their assets), (ii) involves an allegation that the Buyer, the Company or the OpCos (themselves and/or the management and representatives thereto) committed a criminal act or (iii) would reasonably be expected to result in Damages which, taken with other then-existing Damages for which Sellers are obligated to provide indemnification under Clause 9, would exceed the then remaining limit of liability under Section 9.6.1.3.

Unless otherwise agreed amongst the Parties and to the extent possible, the amounts to be paid by the Sellers to the Buyer as a result of a Claim under Section 9 and/or Section 10 will be paid (i) first, by operating a downward adjustment to any Contingent Consideration (only in the case that it has been triggered); (ii) next, from the Liability Reserve; and (iii) thirdly, directly by each of the Sellers through a payment in cash.

The Buyer and SWVL INC, on the Execution Date, provides to the Sellers the following representations and warranties (the “Buyer’s Representations and Warranties”).

Except for the specific Buyer’s Representations and Warranties contained in this Clause the Buyer make no other express or implied representations or warranties to the Seller.

This Agreement, or any rights or obligations hereunder, cannot be assigned by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld or denied.

Each Party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. Each Party agrees to indemnify and to hold harmless the other Parties from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which such Party or any of its officers, employees or representatives is responsible.

No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other Party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. Except as otherwise may limited by this Agreement, all remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

This Agreement, along with the Transaction Documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all agreements, understandings, negotiations and discussions, whether written or verbal, between the Parties prior to the date hereof.

If any provision of this Agreement would be declared by any judicial or other competent authority to be null and void or otherwise unenforceable, that provision shall be severed from the Agreement, but the remaining provisions of the Agreement shall remain in full force and effect.

The Parties shall in good faith negotiate to replace such a provision for a valid and enforceable one, in such reasonable manner so as to achieve as much as permitted by law the intention of the Parties.

This Agreement shall be construed and enforced in accordance with the substantive laws of the State of Delaware, without regard to the principles of conflicts of laws of any jurisdiction.  EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF ANY OF THE FEDERAL OR STATE COURTS IN THE STATES OF DELAWARE, AND FURTHER WAIVES ANY CLAIM IT MAY HAVE AT ANY TIME AS TO FORUM NON CONVENIENS WITH RESPECT TO SUCH VENUE. SERVICE OF PROCESS MAY BE EFFECTED BY CERTIFIED OR REGISTERED MAIL AND BY WAY OF SECTION 22 OF THIS AGREEMENT.

This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, each of which when executed and delivered shall constitute an original, but all the counterparts shall together constitute but one and the same instrument deemed executed on the date indicated on the heading of this Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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IN WITNESS WHEREOF, this stock purchase agreement has been duly executed by the Parties in the place and on the first date above written.

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Founder 1      

Founder 2

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Founder 3   

Founder 4

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SCHEDULE D

Current Structure Chart of the Buyer

In addition to the above, Pivotal Holdings is also a wholly-owned subsidiary of SWVL INC.

Structure post de-SPAC Process

After the execution of de-SPAC Process, Pivotal Holdings will be the ultimate holding company and a NASDAQ-listed company, and the Buyer will be a wholly-owned subsidiary of Pivotal Holdings.

SCHEDULE 4.1.2 CALCULATION OF NET FINANTIAL DEBT

For the purposes of this contract, the net financial debt (the “Net Financial Debt”) will be the result of subtracting the Cash from the Gross Financial Debt.

CALCULATION OF WORKING CAPITAL

=            Working Capital

SCHEDULE 5.1(ii)

FORM OF RESTATED CERTIFICATE

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

VIAPOOL INC.

(Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

VIAPOOL INC. a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

1.            That the name of this corporation is VIAPOOL, INC., and that this corporation was originally incorporated pursuant to the General Corporation Law on July 2, 2020, under the name VIAPOOL INC;

2.            That a prior amended Certificate of Incorporation was filed on November 13, 2020 under Document No. SR 20208383561; and

3.            That the board of directors of the Corporation (the “Board of Directors”) duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of Viapool, Inc., for a second time, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders for such purpose, which resolutions set forth the proposed amendment and restatement as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended and restated in its entirety to read as follows:

FIRST: The name of this corporation is VIAPOOL INC. (the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is [1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801].

THIRD: The name of its registered agent at such address is [National Registered Agents, Inc].

FOURTH: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

FIFTH: The total amount of stock this Corporation is authorized to issue is 8,777,706 shares of Common Stock, $0.00001 par value per share.

SIXTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

SEVENTH: To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law or any other law of the State of Delaware is amended after approval by the stockholders of this Article Seventh to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.

Any repeal or modification of the foregoing provisions of this Article Seventh by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

EIGHTH: All “internal corporate claims”, as that term is defined in Section 151 of the Delaware General Corporation Law (Title 8 of the Delaware Code), shall be brought exclusively in the courts of the State of Delaware, unless the Corporation and the party brining the cause of action have entered into an alternative dispute resolution agreement governing the resolution of the claim, which agreement shall prevail over this provision of this Certificate of Incorporation.

NINTH: To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which General Corporation Law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law. Any amendment, repeal or modification of the foregoing provisions of this Article Tenth shall not (a) adversely affect any right or protection of any director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification or (b) increase the liability of any director of the Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to, such amendment, repeal or modification.

TENTH: The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any director or chief executive officer of the Corporation (collectively, the persons referred to in clauses (i) and (ii) are “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director or officer of the Corporation while such Covered Person is performing services in such capacity. Any repeal or modification of this Article Tenth will only be prospective and will not affect the rights under this Article Tenth in effect at the time of the occurrence of any actions or omissions to act giving rise to liability.

IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on [November ___, 2021].

SCHEDULE 5.2

[The Parties will Revisit the Form of this Agreement and Structure]

Form of

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated [DAY OF CLOSING] (the “Effective Date”), is by and between [THE CONTROLLING SHAREHOLDER OF VIAPOOL INC.] (the “Controlling Shareholder”), a [Delaware | BVI Company], with its principal office at [ADDRESS], and [ALEJANDRO TAUBAS|ALEJO MIRAGAYA] (“Executive”), an individual (each a “party” and collectively, the “Parties”).

RECITALS

WHEREAS, the Controlling Shareholder wishes to appoint the Executive to the role of Co-Chief Executive Officer (“CEO”) of Viapool, Inc. (the “Company“), along with [ALEJANDRO TAUBAS | ALEJO MIRAGAYA];

WHEREAS, the Executive wishes to serve as Co-CEO; and

WHEREAS, prior to this Agreement, the Executive entered into certain other agreements including a “Stock Purchase Agreement” and a “Shareholder Agreement,” each dated [the CLOSING DATE] (referred to hereinbelow as the “Transaction Documents”), with the Controlling Shareholder or its affiliates or predecessors-in-interest.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and in certain other Transaction Documents, the Parties agree as follows:

* * * * * * *

I.            Position. Commencing as of the Effective Date, the Controlling Shareholder shall cause the Company to appoint the Executive as the Co-CEO of the Company, and the Executive shall serve in that role, with all authority and corresponding responsibility of a CEO of a corporation under Delaware law, subject to the overall authority of the Company’s Board of Directors (the “Board” and each member thereof being a “Director”) and subject to the Company’s articles of incorporation, regulation, bylaws, and any other relevant official and governing documents.

II.            The Services: Duties, Authority and Responsibility. Not in limitation of the authority and responsibility of the position as described supra in Section I of this Agreement, Executive shall have overall authority and responsibility for the affairs of the Company, including the rights to contract for goods and services on behalf of the Company, to hire and discharge employees and independent contractors, and to determine the compensation and duties of employment of all personnel (which term does not include members of the Board in their capacity as Directors). In addition, as CEO, Executive shall perform any special duties and services assigned or delegated to Executive by the Board of the Company. Finally, unless otherwise directed by the Board, in execution of these duties and services (collectively, the “Services”), the Executive shall:

A. Attend meetings of the Board and report to the Board on all aspects of the Company’s affairs and operations, including the employment of personnel and the acquisition and disposition of Company assets;

B. Be responsible for supervising and implementing any operating programs, budgets, procedures, and directions established or changed from time to time (collectively, the “Policies and Programs”) adopted by the Board; and

C. Direct the management and conduct of the operations of the Company in the ordinary course of its business, provided that Executive shall not enter into any transaction, agreement, or take any other action that is outside the ordinary course of the Company’s business or contrary to its Policies and Programs.

III.            Compensation & Reimbursement. The Controlling Shareholder shall pay or shall cause the Company and/or its affiliates to pay the Executive compensation as remuneration for the Services consistent with the below paragraphs.

(a)            Fixed Compensation Argentina. In exchange for the Services and as full compensation for the services to be provided by the Executive in favor of Viapool S.R.L. and Movilidad Digital S.A.S. (collectively, the “Argentine Subsidiaries”) in the framework of his employment relationship with the Argentine Subsidiaries, the Executive shall receive from the Argentine Subsidiaries, considered together, an aggregate monthly gross compensation in Argentina of US$ 2,550.00. The Controlling Shareholder may allocate the portion of such fixed compensation in Argentina between the Argentine Subsidiaries and determine the amount of such compensation to be paid by each Argentine Subsidiary, at is sole discretion. The fixed compensation in Argentina shall be considered as including any amount of fees to which the Executive may be entitled to in case the Executive is appointed as manager or director of any of the Argentine Subsidiaries.

(b)            Fixed Global Compensation. In exchange for the Services, the Executive shall receive monthly gross compensation outside of Argentina, either in Chile or the United States, of US$ 5,950.00.

(c)            Variable Compensation. [To be agreed].

U.S. Dollar amounts shall be converted into local currency on the last business date (either in Argentina, Chile or the United States, as applicable), prior to their payment. The conversion of U.S. dollars into Argentine currency shall be at the average implicit price of the US dollar through the arbitration of securities known as the “Dolar MEP Contado” published in the on-line version of “El Cronista Comercial” periodical (https://www.cronista.com) on that date. The exchange rate for defining the conversion of U.S. dollars into Chilean currency shall be whichever is higher between the official exchange rate of the Banco Central de Chile or the spot rate published by Bloomberg.com https://www.bloomberg.com/quote/CLP:CUR.

IV.            Term and Termination. The initial term of this Agreement shall continue for at least so long as the Executive owns more than five percent (5%) of the Company (the “Initial Term”). After the Initial Term the Agreement shall be renewable thereafter automatically on a month-to-month basis and may be terminated upon thirty (30) days’ written notice by either Party. Notwithstanding, the Agreement may be terminated by the following methods, provided that Controlling Shareholder may only terminate this Agreement by Discharge for Cause during the initial term:

A. Discharge. By the Company giving written notice of discharge which is received by Executive at least thirty (30) days before the effective date of termination, provided that the written notice of such discharge is authorized by and approved by a majority vote of the Board prior to its transmission; and provided further that if such discharge is claimed by the Company for Cause (as defined herein), the notice of such discharge shall state such Cause, and in such event the effective date of termination may, if stated in the notice, be immediate upon giving of the notice.

(i) Cause. Cause shall exist if Executive:

(a) Is convicted of, or pleads guilty or nolo contendere to, a felony or any act amounting to embezzlement, fraud, or theft involving moral turpitude (whether or not against the Company or another employee);

(b) Is convicted of, or pleads guilty or nolo contendere to, in a court of competent jurisdiction, a felony or other act of moral turpitude resulting in death or substantial bodily or psychological harm to any person;

(c) Willfully engages in conduct demonstrably and materially injurious to the goodwill and reputation of the Company;

(d) Willfully causes the Company other than pursuant to the advice of Company legal counsel to violate a law which, in the opinion of Company legal counsel, is reasonable grounds for civil or criminal penalties against the Company or its Board.

(e) Willfully engages in conduct which constitutes a violation of the established written Policies and Programs of the Company regarding the conduct of its employees, including policies regarding sexual harassment of employees and use of illegal drugs or substances;

(f) Willfully engages in conduct that is in bad faith and materially injurious to the Company, including but not limited to, misappropriation of trade secrets, fraud or embezzlement;

(g) Without due cause, fails within thirty (30) days after receipt of notice to follow any lawful order given by or under direction of the Board or fails within thirty (30) days after receipt of notice to cure any violations of Executive’s covenants under section V of this Agreement or under any other agreement;

(h) Engages in material misfeasance or malfeasance demonstrated by a continued pattern of material failure to perform the essential job duties associated with Executive’s position, which breach is not cured within thirty (30) days after receipt of written notice describing in detail such breach to Executive from the Company; or

(i) Intentionally criticizes, ridicules, or disparages the Company or the Board in any communications or with any customer or client, vendor, or supplier, or in any public statement.

B. Resignation. By Executive’s giving written notice of resignation which is received by the Chairman or other person serving as a director of the Company at least one-hundred-twenty (120) days before the effective date of termination; provided that if the resignation is claimed by the Executive to be for Good Reason (as defined herein), the notice of such resignation shall state such Good Reason, and in such event the effective date of termination may, if stated in the notice, be immediate upon giving of the notice.

(i) Good Reason. Good Reason shall exist if:

(a) Executive ceases to hold position and title of CEO as contemplated by this Agreement;

(b) Without Executive’s consent, Executive is assigned, authority, or responsibility materially inconsistent with the authority and responsibility contemplated by this Agreement, or there is any material diminution of Executive’s compensation or authority and responsibility for supervision of Company affairs and personnel or any requirement that Executive report to anyone other than the Board or its duly authorized committees;

(c) Any requirement is imposed by the Board that Executive reside or travel outside of Argentina other than for travel reasonably required to carry out Executive’s obligations under this Agreement;

(d) Executive becomes disabled (to the extent that Executive cannot, with reasonable accommodation, effectively perform the requirements of Executive’s position) and is unable to effectively exercise Executive’s authority and perform Executive’s responsibilities under this Agreement;

(e) The Company breaches the obligations of the Company under this Agreement; or

(f) The Company does not correct within thirty (30) days after receipt of notice any act or omission giving rise to a cause of action by the Executive personally against the Company to specifically enforce or restrain some action for purpose of avoiding some loss or damage, or to recover losses or damages, for an amount in excess of ten-thousand dollars ($10,000.00).

V.             Executive Covenants. Without the prior written consent of the Company, Executive shall not, directly or indirectly, engage in or commit:

A. Unauthorized Competition. Executive shall comply with the non-compete covenants set forth in Section 14 of the Share Purchase Agreement.

B. Disloyal Act(s). During the term of Executive’s employment, Executive shall not take any action regarding the Company, its operations, or property, that in good faith Executive knows or should reasonably know is opposed to the best interests of the Company.

C. Unauthorized Usurpation of Company’s Opportunity. During the term of Executive’s employment, Executive shall not take advantage of a Company opportunity without first offering the opportunity with full disclosure of material facts to the Company and receiving notice that the Company has declined such opportunity. Executive is specifically authorized to take advantage of any opportunity declined by the Company’s Board which does not violate another provision of this Agreement. For this purpose, “Company opportunity” means any opportunity to engage in a business activity:

(i) of which Executive becomes aware

1. by virtue of Executive’s relationship with, or in connection with performing functions in the business of, or in using facilities or other resources of the Company, and

2. under circumstances that should reasonably lead Executive to believe that the person offering the opportunity expects it to be offered to the Company; or

(ii) which involves a possible commercial use for the Company’s existing technology

D. An Unauthorized Disclosure. During the term of Executive’s employment and thereafter for a term of two (2) years, Executive shall not make or cause to be made any unauthorized disclosure or other use of any confidential information regarding the Company or any of its activities and operations, except to the extent reasonably necessary or appropriate in connection with the performance by Executive of the Services or as may be legally required; provided, however that nothing herein contained shall preclude the use or disclosure of any information known generally to the public (other than as a result of disclosure by Executive in violation of this Section).

E. An Unauthorized Solicitation. The Executive shall comply with the non-solicitation provisions set forth in Section 14 of the Share Purchase Agreement.

F. Failure to Return Property. Executive must, upon any termination of Executive’s employment, surrender to the Company possession of all Company property in Executive’s possession or control, including without limitation trade secrets, confidential and proprietary information, and any intangible intellectual property in any physical embodiment or form, including all copies and other reproductions and extracts thereof, and any personal memoranda or notes prepared by Executive.

VI.           Severance. If prior to expiration of the Initial Term of this Agreement, Executive is fired for any reason other than for Cause, the Controlling Shareholder shall pay or shall cause the Company or any of its affiliates to pay severance equal to one year’s salary (monthly compensation * 12) under the terms of this Agreement. Such severance payment shall be deemed to include any legal severance or termination payment that the Executive may be entitled to receive as consequence of the termination of the employment with the Company and/or its affiliates (including the Argentine Subsidiaries and Viapool SpA).

VII.         Choice of Law & Forum. The laws of the State of Delaware shall govern all questions concerning the construction, validity, and interpretation of this Agreement, without regard to its conflict of laws rules. The dispute resolution provisions of the Share Purchase Agreement shall apply to and govern any dispute under this Agreement.

VIII.        Representations as to Limitations. Each Party represents and warrants that it is not under any contractual or legal restraint that prevents or prohibits it from entering into this Agreement or performing the duties and obligations described in this Agreement.

IX.          Successors and Assigns. This Agreement shall be binding upon the Controlling Shareholder and its successors and assigns, all of whom shall be deemed included in the term “Controlling Shareholder.” Further, this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns and shall be binding upon Executive, Executive’s administrators, executors, legatees, heirs, and other legal representatives. The Controlling Shareholder shall cause any successor or assignee of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. Except to the extent the context otherwise requires, the term “Company” as used herein shall include any such successors and assigns to the Company’s operations or assets. Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by Executive, Executive’s administrators, executors, legatees, heirs, and other legal representatives, except by will or by the laws of descent and distribution.

X.            Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior written and oral agreements and understandings relating to this matter, and specifically any employment agreement in place between the Executive and any of the Argentine Subsidiaries.

XI.            Notices. Any notice to be given to a party hereto shall be given by (i) United States certified mail or by personal delivery by private courier and (ii) by email as indicated below:

The Controlling Shareholder :

To [THE CONTROLLING SHAREHOLDER] @

Physical Address:

Email Address(es):

Any notice shall be deemed given 24 hours after transmission by email (unless an automated message was received in reply announcing that the email was undeliverable) and after delivery by certified mail or private courier. Each Party may notify the other in writing of any change of address by transmitting an email notifying the other of the change of address.

XII.            Amendment/Waiver. No amendment or waiver of any provision of this Agreement shall be implied by any failure of any party to enforce any remedy upon the violation of such provision, even if such violation is continued or repeated subsequently, and in no event shall any amendment or waiver of any provision of this Agreement be effective against any party hereto unless expressed in writing signed by that party. No express waiver shall affect any provision other than the one specified in such waiver, and that only for the time and in the manner specifically stated. Any amendment to this Agreement may be made only by a written amendment agreed to and signed by both Parties.

XIII.            Severability. If any provision of this Agreement is or becomes invalid, illegal, or unenforceable in any jurisdiction for any reason, such invalidity, illegality, or unenforceability shall not affect the remainder of this Agreement, and the remainder of this Agreement shall be construed and enforced as if such invalid, illegal, or unenforceable portion were not contained herein.

XIV.            COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile copies of signed signature pages shall be binding originals.

[Signatures on Following Page]

IN WITNESS WHEREOF, the Parties hereto, with full capacity and due authority, have executed this Agreement effective as of the Effective Date set forth above.

SCHEDULE

8.3.1.2

NEW SHAREHOLDERS’ AGREEMENT

SHAREHOLDERS’ AGREEMENT

THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) of VIAPOOL INC. is made as of [__], 2021:

BY AND AMONG

Founder 1, Founder 2, Founder 3, and Founder 4 shall be jointly referred to as the “Founders”.

Investor 1, Investor 2, Investor 3, Investor 4 and Investor 5 shall be jointly referred to as the “Investors”.

Hereinafter the Founders and the Investors shall be jointly referred to as the “Pre-Closing Stockholders” and individually each of them as an “Pre-Closing Stockholder”.

Hereinafter, the Pre-Closing Stockholders and SWVL Global shall be jointly referred to as the “Stockholders” and individually each of them as a “Stockholder”, which term shall also include any successors-in-interest of these parties for so long as this Shareholder Agreement is effective.

Hereinafter, the Stockholders and the Company shall be jointly referred to as the “Parties” and each one of them as the “Party”.

The Parties state that they have sufficient legal capacity to enter into this stockholders’ agreement (hereinafter, the “Shareholder Agreement”).

WHEREAS

SECTION I: PURPOSE OF THE SHAREHOLDER AGREEMENT

SECTION II: GOVERNING BODIES OF THE COMPANY

In addition, the majority of the Investors will have the right to appoint an observer in the Board.

All Stockholders agree to execute any written consents required to perform the obligations of this Section 4, and the Company agrees at the request of any Stockholder entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

In addition to the foregoing, for efficiency purposes, any Reserved Matters which need to be adopted by the General Shareholders Meeting of a subsidiary shall be pre-approved by the Board of Directors of the Company with the majorities required to approve a Board Reserved Matter.

SECTION III: TRANSFER OF SHARES OF THE COMPANY

For this purpose, said transfers will be subject to the following procedure:

For this purpose, SWVL Global or the Stockholder intending to acquire shares from another Pre-Closing Stockholder shall deliver a Transfer Notice to all Pre-Closing Stockholders and the Board of Directors of the Company. All Stockholders shall be entitled, as stated above, to sell their stock under the same terms and conditions as agreed by the Tagged Stockholder. Should any Stockholder exercise its Tag Along Right, the Tagged Stockholder may not transfer his or her shares unless the quantity transferred is reduced by all Eligible Shares for which other Stockholders have chosen to exercise their Tag Along Right.

For the purposes of this Shareholder Agreement, “Charges, Liens and Restrictions” means any legal or contractual charges, liens or restrictions over the absolute ownership of the shares and/or any of the equity holding (financial) or corporate governance (non- financial) rights deriving from the same, including but not limited to, any (i) pledge; (ii) assignment by way of charge; (iii) assignment by way of mortgage; (iv) assignment subject to term or condition; (v) usufruct; (vi) options or acquisition rights of any kind in favor of any third party; and (vii) assignment by way of charge, assignment by way of mortgage or assignment subject to term or condition of rights to any dividend, in shares or in kind, or of any other financial or non-financial rights, expressly excluding the delegation of vote in favor of a Stockholder.

Likewise, the granting of Charges, Liens and Restrictions over the Company shares shall not be valid or enforceable against the Company, save where approved or executed in accordance with Section 5.4 above.

The Board of Directors shall refuse to record in the register of shares (i) any transfers that do not comply with these provisions of this Shareholder Agreement; and/or (ii) the granting of any Charges, Liens and Restrictions over the Company shares, save where approved or executed in accordance with Section 5.4 above.

Should more than one (1) Stockholder be interested in subscribing the unsubscribed shares, these will be allocated to the Stockholders proportionally based on their relative equity stakes in the Company.

SECTION IV: FUNDING, IP RIGHTS, CONFIDENTIALITY AND PREVALENCE OF THIS SHAREHOLDER AGREEMENT

For the purposes of this Shareholder Agreement, “Intellectual and Industrial Property Rights” means intellectual and industrial property rights, including, author rights, trademarks, trademark applications and registrations, service marks, service mark applications and registrations, domain names, domain name applications and registrations, trade dress, logos and designs, trade names, brands, product configurations, and the goodwill connected with the foregoing, copyrights and copyright rights, copyright applications and registrations, mask works, know-how, business methods, franchises, licenses, trade secrets, confidential information, proprietary processes and technology, trade secrets, data bases, licenses, source codes, inventions, discoveries, technical advances, and any manual, formulae and/or documentation constituting, describing or related to the foregoing.

SECTION V: MISCELLANEOUS