CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In connection with the Business Combination, on July 28, 2021, Swvl, SPAC, Queens Gambit Holdings LLC (the “Sponsor”) and certain security holders of Swvl (the “Registration Rights Holders”) entered into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, within 20 business days after the consummation of the Business Combination, Swvl is required to (a) file with the SEC a registration statement (the “Resale Registration Statement”) registering the resale of certain securities of Swvl held by the Registration Rights Holders and (b) use its reasonable best efforts to cause the Resale Registration Statement to become effective as soon as reasonably practicable after the filing thereof. Under the Registration Rights Agreement, the Registration Rights Holders may demand up to (i) three underwritten offerings and (ii) within any
12-month
period, two block trades or
or similar registered offerings of the securities held by the Registration Rights Holders through a broker or agent. The Registration Rights Holders are also entitled to customary piggyback registration rights.
Certain shareholders and directors and/or officers of Swvl, including its principal shareholders (including Sponsor) and key executives (collectively, the
“Lock-Up
Holders”) are subject to
lock-up
restrictions pursuant to certain
lock-up
agreements that were entered into concurrently with the execution and delivery of the Business Combination Agreement. Under these
lock-up
agreements, the
Lock-Up
Holders have agreed, subject to certain exceptions, not to (a) transfer, assign or sell any Class A Ordinary Shares, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Class A Ordinary Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, in each case until the earlier of (x) either September 30, 2022 or March 31, 2023 (depending on the applicable
Lock-Up
Holder’s beneficial ownership of our Class A Ordinary Shares), (y) the first date on which the last sale price of our Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-day
trading period commencing on or after August 28, 2022 and (z) a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property.
On July 10, 2022, Swvl and the
Lock-Up
Holders subsequently entered into extensions to their respective
lock-up
agreements (the
“Lock-Up
Extensions”) pursuant to which the
Lock-Up
Holders agreed (i) to extend the relevant time period during which the
lock-up
restrictions apply from September 30, 2022 to March 31, 2023, or from March 31, 2023 to September 30, 2023, as applicable (depending on the applicable
Lock-Up
Holder’s beneficial ownership of Class A Ordinary Shares) and (ii) to postpone the start of the measurement period of the trading price based release from August 28, 2022 to February 24, 2023. Additionally, pursuant to the
Lock-Up
Extensions, Swvl and the
Lock-Up
Holders agreed to permit the transfers of Class A Ordinary Shares by the
Lock-Up
Holders to any equity holder of the respective
Lock-Up
Holder to the extent necessary for such equity holder, or any affiliates of such equity holder, to meet any reasonably anticipated capital calls, obligations, commitments or liabilities entered into before the date of the
Lock-Up
Extension as determined by the respective
Lock-Up
Holder; provided, however, that such transfers will not be permitted on a date prior to which a transfer would have been permitted pursuant to the time based release or the trading price based release of the
lock-up
agreements as in effect on the execution date of the original
lock-up
agreements.
In connection with the PIPE Financing, on July 28, 2021, the Concordium Foundation, a Swiss Foundation (Stiftung) and affiliate of Concordium AG, executed a subscription agreement agreeing to purchase 2,500 Swvl Common Shares A for $10.00 per share for an aggregate purchase price of $25,000. Lone Fønss Schrøder, a member of the Board, currently serves as the Chief Executive Officer of Concordium AG but has no ownership interest in nor control over the Concordium Foundation.
