Exhibit 4.13 EXECUTION VERSION REGISTRATION
RIGHTS AGREEMENT ThisREGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of March 22, 2022, is
by and among B. Riley Principal Capital, LLC, a Delaware limited liability company (the Investor), Swvl Inc., a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin
Islands (SWVL), and Pivotal Holdings Corp., a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned Subsidiary of SWVL
(Holdings). RECITALS A. On July 28, 2021, Queens Gambit Growth Capital, a Cayman Islands exempted company with limited liability
(SPAC), Swvl, Holdings, Pivotal Merger Sub Company I, a Cayman Islands exempted company with limited liability (Cayman Merger Sub), and Pivotal Merger Sub Company II Limited, a company limited by
shares incorporated under the laws of the British Virgin Islands (BVI Merger Sub) entered into that certain Business Combination Agreement (the BCA), pursuant to which, among other things,
(i) SPAC will merge with and into Cayman Merger Sub (the SPAC Merger), with Cayman Merger Sub surviving the SPAC Merger and becoming the sole owner of all of the issued and outstanding common shares of BVI Merger Sub,
and (ii) following the SPAC Merger, BVI Merger Sub will merge with and into SWVL (the SWVL Merger), with SWVL surviving the SWVL Merger as a wholly owned subsidiary of Holdings (the SPAC Merger, the SWVL Merger and
each of the other transactions to be completed as a part of or at the same time as the SPAC Merger and the SWVL Merger pursuant to the BCA, collectively, are referred to herein as the Business Combination). B. Upon the closing of the Business Combination (the Business Combination Closing), among other things,
(i) Holdings will change its name to Swvl Holdings Corp and, therefore, all references in this Agreement to the Company shall mean Swvl Holdings Corp, a British Virgin Islands business company limited
by shares incorporated under the laws of the British Virgin Islands from and after the Business Combination Closing, (ii) the Company shall be subject to the reporting requirements of the Exchange Act under Section 13(a) or
Section 15(d) of the Exchange Act, (iii) the Ordinary Shares shall be registered under the Exchange Act pursuant to Section 12(b) of the Exchange Act, (iv) the Ordinary Shares shall be listed and traded on the Trading Market
under the symbol SWVL, and (v) the Ordinary Shares may be issued by the Company and transferred electronically to third parties via DTC through its Deposit/Withdrawal at Custodian delivery system. C. Each of SWVL, Holdings and the Investor are entering into an Ordinary Shares Purchase Agreement (the Purchase
Agreement) prior to the Business Combination Closing on the date hereof, which Purchase Agreement provides that the Company shall issue to the Investor the Commitment Shares (as defined in the Purchase Agreement), and the Company may,
from time to time in its sole discretion, issue and sell to the Investor up to the Total Commitment (as defined in the Purchase Agreement) in aggregate gross purchase price of newly issued Ordinary Shares as provided therein, with the effectiveness
of the Purchase Agreement delayed until the Business Combination Closing shall have occurred pursuant to the BCA and the Closing under the Purchase Agreement shall have occurred on the Closing Date as set forth in Section 2.2 of the Purchase
Agreement and subject to the satisfaction of the conditions set forth in Section 7.1 of the Purchase Agreement, it being acknowledged and agreed by each of SWVL, Holdings and the Investor that the Purchase Agreement shall be of no force or
effect prior to the Closing on the Closing Date.




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D. In consideration for the Investor entering into the Purchase Agreement, and to induce the
Investor to execute and deliver the Purchase Agreement on the date hereof and prior to the Business Combination Closing, SWVL, Holdings and the Investor desire to concurrently enter into this Agreement prior to the Business Combination Closing on
the date hereof, which shall become effective concurrently with the effectiveness of the Purchase Agreement at the Closing on the Closing Date (it being acknowledged and agreed by each of Holdings and the Investor that, as with the Purchase
Agreement, this Agreement shall be of no force or effect prior to the Closing on the Closing Date) in accordance with Section 2(g) of this Agreement, and pursuant to which the Company shall register the resale of the Registrable Securities (as
defined herein) and provide the Investor with certain registration rights with respect to the Registrable Securities, as set forth herein. AGREEMENT NOW,
THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
intending to be legally bound hereby, the Company and the Investor hereby agree as follows:  1.
Definitions. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used
in this Agreement, the following terms shall have the following meanings: (a) Agreement shall have the meaning
assigned to such term in the preamble of this Agreement. (b) Allowable Grace Period shall have the meaning
assigned to such term in Section 3(p). (c) Blue Sky Filing shall have the meaning assigned to such term in
Section 6(a). (d) BCA shall have the meaning assigned to such term in the recitals of this Agreement. (e) BVI Merger Sub shall have the meaning assigned to such term in the recitals of this Agreement. (f) Business Combination shall have the meaning assigned to such term in the recitals of this Agreement. (g) Business Combination Closing shall have the meaning assigned to such term in the recitals of this Agreement.  2




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(h) Business Day means any day other than Saturday, Sunday or any
other day on which commercial banks in New York, New York are authorized or required by law to remain closed. (i) BVI
Companies Act means the BVI Business Companies Act (As Revised), including any modification, amendment, extension, re-enactment or renewal thereof and any regulations made thereunder. (j) BVI Merger Sub shall have the meaning assigned to such term in the recitals of this Agreement. (k) Cayman Merger Sub shall have the meaning assigned to such term in the recitals of this Agreement. (l) Claims shall have the meaning assigned to such term in Section 6(a). (m) Commission means the U.S. Securities and Exchange Commission or any successor entity. (n) Company shall have the meaning assigned to such term in the recitals of this Agreement. (o) Effective Date means the date that the applicable Registration Statement has been declared effective by the
Commission. (p) Effectiveness Deadline means (i) with respect to the Initial Registration Statement
required to be filed to pursuant to Section 2(a), the earlier of (A) the ninetieth (90th) calendar day immediately after the Filing Deadline with respect to the Initial Registration
Statement, if the Initial Registration Statement is subject to review by the Commission, and (B) if the Company is notified (orally or in writing) by the Commission that the Initial Registration Statement will not be reviewed by the Commission,
the fifth (5th) calendar day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration Statement will not be reviewed by
the Commission and (ii) with respect to any New Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the earlier of (A) the sixtieth (60th)
calendar day immediately after the Filing Deadline with respect to such New Registration Statement, if such New Registration Statement is subject to review by the Commission, and (B) if the Company is notified (orally or in writing) by the
Commission that such New Registration Statement will not be reviewed by the Commission, the fifth (5th) calendar day after the date the Company is notified (orally or in writing, whichever is
earlier) by the Commission that such New Registration Statement will not be reviewed by the Commission. (q)
Entity means any corporation (including any nonprofit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares,
limited liability company, or joint stock company), firm, society, or other enterprise, association, organization, or entity.  3




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(r) Exchange Act means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder. (s) Filing Deadline means (i) with
respect to the Initial Registration Statement required to be filed to pursuant to Section 2(a), the thirtieth (30th) calendar day after the Closing Date (as defined in the Purchase Agreement)
and (ii) with respect to any New Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the 10th Business Day following the sale of substantially
all of the Registrable Securities included in the Initial Registration Statement or the most recent prior New Registration Statement, as applicable, or such other date as permitted by the Commission. (t) Governmental Authority means any United States or non-United States:
(i) nation, state, commonwealth, province, territory, region, county, city, municipality, district, or other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign or other government; or (iii) governmental,
quasi-governmental, public or statutory authority of any nature (including any governmental division, department, agency, regulatory or administrative authority, commission, instrumentality, official, organization, unit, body, or Entity and any
court, judicial or arbitral body, or other tribunal). (u) Holdings shall have the meaning assigned to such term
in the preamble of this Agreement. (v) Indemnified Damages shall have the meaning assigned to such term in
Section 6(a). (w) Initial Registration Statement shall have the meaning assigned to such term in
Section 2(a). (x) Investor shall have the meaning assigned to such term in the preamble of this Agreement. (y) Investor Party and Investor Parties shall have the meaning assigned to such terms in
Section 6(a). (z) Legal Counsel shall have the meaning assigned to such term in Section 2(b). (aa) New Registration Statement shall have the meaning assigned to such term in Section 2(c). (bb) Ordinary Shares means the Class A ordinary shares, par value $0.0001, of the Company. (cc) Person means an individual, corporation, partnership, limited partnership, limited liability company,
syndicate, person (including, without limitation, a person as defined in Section 13(d)(3) of the Exchange Act), trust, association, or to the extent not already covered, an Entity, or government, political subdivision, agency or
instrumentality of a government, or to the extent not already covered, a Governmental Authority.  4




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(dd) Prospectus means the prospectus in the form included in the
Registration Statement, as supplemented from time to time by any Prospectus Supplement, including the documents incorporated by reference therein. (ee) Prospectus Supplement means any prospectus supplement to the Prospectus filed with the Commission from time to
time pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein. (ff)
Purchase Agreement shall have the meaning assigned to such term in the recitals to this Agreement. (gg)
register, registered, and registration refer to a registration effected by preparing and filing one or more Registration Statements in compliance with the Securities Act
and pursuant to Rule 415 and the declaration of effectiveness of such Registration Statement(s) by the Commission. (hh)
Registrable Securities  means all of (i) the Shares, (ii) the Commitment Shares, and (iii) any equity securities of the Company issued or issuable with respect to such Shares or Commitment Shares,
including, without limitation, (1) as a result of any share split, share dividend, recapitalization, exchange or similar event or otherwise and (2) share capital of the Company into which the Ordinary Shares are converted or exchanged and
shares of capital stock of a successor entity into which the Ordinary Shares are converted or exchanged, in each case until such time as such securities cease to be Registrable Securities pursuant to Section 2(f). (ii) Registration Statement means a registration statement or registration statements of the Company filed under the
Securities Act covering the resale by the Investor of Registrable Securities, as such registration statement or registration statements may be amended and supplemented from time to time, including all documents filed as part thereof or incorporated
by reference therein. (jj) Registration Period shall have the meaning assigned to such term in
Section 3(a). (kk) Rule 144 means Rule 144 promulgated by the Commission under the Securities Act, as such
rule may be amended from time to time, or any other similar or successor rule or regulation of the Commission that may at any time permit the Investor to sell securities of the Company to the public without registration. (ll) Rule 415 means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amended
from time to time, or any other similar or successor rule or regulation of the Commission providing for offering securities on a delayed or continuous basis. (mm) Securities Act shall mean the Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder. (nn) SPAC Merger shall have the meaning assigned to such term in the recitals of this
Agreement. (oo) Staff shall have the meaning assigned to such term in Section 2(e).  5




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(pp) SWVL shall have the meaning assigned to such term in the
preamble of this Agreement. (qq) SWVL Merger shall have the meaning assigned to such term in the recitals of
this Agreement. (rr) Violations shall have the meaning assigned to such term in Section 6(a).  2.
Registration. (a) Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline
therefor, file with the Commission the Initial Registration Statement on Form F-1 (or any successor form) covering the resale by the Investor of (i) all of the Commitment Shares and (ii) the maximum
number of additional Registrable Securities as shall be permitted to be included thereon in accordance with applicable Commission rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under
Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices) (the Initial Registration Statement). The Initial Registration Statement shall contain the Selling Shareholder and
Plan of Distribution sections in substantially the form attached hereto as Exhibit A. The Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective by the Commission as
soon as reasonably practicable, but in no event later than the applicable Effectiveness Deadline. (b) Legal Counsel. Subject to
Section 5 hereof, the Investor shall have the right to select one legal counsel to review and oversee, solely on its behalf, any registration pursuant to this Section 2 (Legal Counsel), which shall be
Dorsey & Whitney LLP, or such other counsel as thereafter designated by the Investor. Except as provided under Section 10.1(i) of the Purchase Agreement, the Company shall have no obligation to reimburse the Investor for any and all
legal fees and expenses of the Legal Counsel incurred in connection with the transactions contemplated hereby. (c) Sufficient Number
of Shares Registered. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to Section 2(a) as a result of Section 2(e) or otherwise, the Company shall use its commercially
reasonable efforts to file with the Commission one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into
account any position of the staff of the Commission (Staff) with respect to the date on which the Staff will permit such additional Registration Statement(s) to be filed with the Commission and the rules and regulations of
the Commission) (each such additional Registration Statement, a New Registration Statement), but in no event later than the applicable Filing Deadline for such New Registration Statement(s). The Company shall use its
commercially reasonable efforts to cause each such New Registration Statement to become effective as soon as practicable following the filing thereof with the Commission, but in no event later than the applicable Effectiveness Deadline for such New
Registration Statement. (d) No Inclusion of Other Securities. In no event shall the Company include any securities other than
Registrable Securities on any Registration Statement pursuant to Section 2(a) or Section 2(c) without consulting the Investor and Legal Counsel prior to filing such Registration Statement with the Commission.  6




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(e) Offering. If the Staff or the Commission seeks to characterize any offering
pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous
basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission
to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal
Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this
Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor
on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event
later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at
such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the
Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to
this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in
Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor. (f) Termination. Any Registrable Security shall cease to be a Registrable Security at the earliest of the following:
(i) when a Registration Statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective Registration Statement; and
(ii) the date that is the later of (A) the first (1st) anniversary of the effective date of termination of the Purchase Agreement in accordance with Article VIII of the Purchase
Agreement and (B) the first (1st) anniversary of the date of the last sale of any Registrable Securities by the Company to the Investor pursuant to the Purchase Agreement. (g) Effectiveness. This Agreement shall become effective concurrently with the effectiveness of the Purchase Agreement at the Closing
on the Closing Date as set forth in Section 2.2 of the Purchase Agreement and subject to the satisfaction of the conditions set forth in Section 7.1 of the Purchase Agreement, it being acknowledged and agreed by each of SWVL, Holdings and
the Investor that this Agreement shall be of no force or effect prior to the Closing on the Closing Date.  7




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3.
Related Obligations. The Company shall use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the
intended method of disposition thereof, and, pursuant thereto, during the term of this Agreement, the Company shall have the following obligations: (a) The Company shall promptly prepare and file with the Commission the Initial Registration Statement pursuant to Section 2(a) hereof
and one or more New Registration Statements pursuant to Section 2(c) hereof with respect to the Registrable Securities, but in no event later than the applicable Filing Deadline therefor, and the Company shall use its commercially reasonable
efforts to cause each such Registration Statement to become effective as soon as practicable after such filing, but in no event later than the applicable Effectiveness Deadline therefor. Subject to Allowable Grace Periods, the Company shall keep
each Registration Statement effective (and the Prospectus contained therein available for use) pursuant to Rule 415 for resales by the Investor on a continuous basis at then-prevailing market prices (and not fixed prices) at all times until the
earlier of (i) the date on which the Investor shall have sold all of the Registrable Securities covered by such Registration Statement and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor
holds no Registrable Securities (or, if applicable, the date on which such securities cease to be Registrable Securities after the date of termination of the Purchase Agreement) (the Registration Period). Notwithstanding
anything to the contrary contained in this Agreement (but subject to the provisions of Section 3(p) hereof), the Company shall ensure that, when filed and at all times while effective, each Registration Statement (including, without limitation,
all amendments and supplements thereto) and the Prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement shall not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of Prospectuses, in the light of the circumstances in which they were made) not misleading. The Company shall submit to the Commission,
as soon as reasonably practicable after the date that the Company learns that no review of a particular Registration Statement will be made by the Staff or that the Staff has no further comments on a particular Registration Statement (as the case
may be), a request for acceleration of effectiveness of such Registration Statement to a time and date as soon as reasonably practicable in accordance with Rule 461 under the Securities Act. (b) Subject to Section 3(p) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the
Commission such amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statement and the Prospectus used in connection with each such Registration Statement, which Prospectus is to be filed
pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus contained therein current and available for use) at all times during the Registration Period for
such Registration Statement, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company required to be covered by such Registration Statement until such time
as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the Investor. Without limiting the generality of the foregoing, the Company covenants and agrees that (i) on or before
the Trading Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement (or  8




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any post-effective amendment thereto), the Company shall file with the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with sales
pursuant to such Registration Statement (or post-effective amendment thereto), and (ii) if the transactions contemplated by any one or more VWAP Purchases and/or any one or more Additional VWAP Purchases are material to the Company
(individually or collectively), or if otherwise required under the Securities Act (or the public written interpretive guidance of the Staff of the Commission relating thereto), in each case the Company shall file with the Commissiona
Prospectus Supplement pursuant to Rule 424(b) under the Securities Act with respect to such VWAP Purchase(s) and such Additional VWAP Purchase(s) (as applicable) requiring such filing, disclosing the total number of Shares that are to be issued and
sold to the Investor pursuant to such VWAP Purchase(s) and Additional VWAP Purchase(s) (as applicable), the total purchase price for the Shares subject thereto, the applicable purchases price(s) for such Shares and the estimated net proceeds to be
received by the Company from the sale of such Shares. To the extent not previously disclosed in the Prospectus or a Prospectus Supplement, the Company shall disclose in its quarterly or semi-annual financial reporting on a Report of Foreign Private
Issuer on Form 6-K and in its Annual Reports on Form 20-F filed by the Company with the Commission under the Exchange Act the information described in the immediately
preceding sentence relating to all VWAP Purchase(s) and all Additional VWAP Purchase(s) (as applicable) effected and settled during the relevant fiscal quarter and shall file such Reports of Foreign Private Issuer on Form 6-K and Annual Reports on Form 20-F with the Commission within the applicable time period prescribed for such report under the Exchange Act. The Company consents to the use of
the Prospectus (including, without limitation, any supplement thereto) included in each Registration Statement in accordance with the provisions of the Securities Act and with the securities or Blue Sky laws of the jurisdictions in which
the Registrable Securities may be sold by the Investor, in connection with the resale of the Registrable Securities and for such period of time thereafter as such Prospectus (including, without limitation, any supplement thereto) (or in lieu
thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by the Securities Act to be delivered in connection with resales of Registrable Securities. (c) The Company shall (A) permit Legal Counsel an opportunity to review and comment upon (i) each Registration Statement at least
two (2) Business Days prior to its filing with the Commission and (ii) all amendments and supplements to each Registration Statement (including, without limitation, the Prospectus contained therein) (except for Reports of Foreign Private
Issuer on Form 6-K and Annual Reports on Form 20-F, and any similar or successor reports or Prospectus Supplements the contents of which is limited to that set forth in
such reports) within a reasonable number of days prior to their filing with the Commission, and (B) shall reasonably consider any comments of the Investor and Legal Counsel on any such Registration Statement or amendment or supplement thereto
or to any Prospectus contained therein. The Company shall promptly furnish to Legal Counsel, without charge, (i) electronic copies of any correspondence from the Commission or the Staff to the Company or its representatives relating to each
Registration Statement (which correspondence shall be redacted to exclude any material, non-public information regarding the Company or any of its Subsidiaries), (ii) after the same is prepared and filed
with the Commission, one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if
requested by the Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto;
provided, however, the Company shall not be required to furnish any document (other than the Prospectus, which may be provided in .PDF format) to Legal Counsel to the extent such document is available on EDGAR.  9




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(d) Without limiting any obligation of the Company under the Purchase Agreement, the Company
shall promptly furnish to the Investor, without charge, (i) after the same is prepared and filed with the Commission, at least one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto,
including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by the Investor, all exhibits thereto, (ii) upon the effectiveness of each Registration Statement, one
(1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as the Investor may reasonably request from time to time) and (iii) such other
documents, including, without limitation, copies of any final Prospectus and any Prospectus Supplement thereto, as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by
the Investor; provided, however, the Company shall not be required to furnish any document (other than the Prospectus, which may be provided in .PDF format) to the Investor to the extent such document is available on EDGAR. (e) The Company shall take such action as is reasonably necessary to (i) register and qualify, unless an exemption from registration and
qualification applies, the resale by the Investor of the Registrable Securities covered by a Registration Statement under such other securities or Blue Sky laws of all applicable jurisdictions in the United States, (ii) prepare and
file in those jurisdictions, such amendments (including, without limitation, post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration
Period, (iii) take such other actions as may be reasonably necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable
to qualify the Registrable Securities for sale in such jurisdictions; provided, however, the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall
promptly notify Legal Counsel and the Investor of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or Blue
Sky laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose. (f) The Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably practicable
after becoming aware of such event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, non-public information
regarding the Company or any of its Subsidiaries), and, subject to Section 3(p), promptly prepare a supplement or amendment to such Registration Statement and such Prospectus contained therein to correct such untrue statement or omission and
deliver one (1) electronic copy  10




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of such supplement or amendment to Legal Counsel and the Investor (or such other number of copies as Legal Counsel or the Investor may reasonably request). The Company shall also promptly notify
Legal Counsel and the Investor in writing (i) when a Prospectus or any Prospectus Supplement or post-effective amendment has been filed, when a Registration Statement or any post-effective amendment has become effective (notification of such
effectiveness shall be delivered to Legal Counsel and the Investor by facsimile or e-mail on the same day of such effectiveness), and when the Company receives written notice from the Commission that a
Registration Statement or any post-effective amendment will be reviewed by the Commission, (ii) of any request by the Commission for amendments or supplements to a Registration Statement or related Prospectus or related information,
(iii) of the Companys reasonable determination that a post-effective amendment to a Registration Statement would be appropriate and (iv) of the receipt of any request by the Commission or any other federal or state governmental
authority for any additional information relating to the Registration Statement or any amendment or supplement thereto or any related Prospectus. The Company shall respond as promptly as reasonably practicable to any comments received from the
Commission with respect to a Registration Statement or any amendment thereto. Nothing in this Section 3(f) shall limit any obligation of the Company under the Purchase Agreement. (g) The Company shall (i) use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of
effectiveness of a Registration Statement or the use of any Prospectus contained therein, or the suspension of the qualification, or the loss of an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and,
if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible time and (ii) notify Legal Counsel and the Investor of the issuance of such order and the resolution thereof or its receipt
of actual notice of the initiation or threat of any proceeding. (h) The Company shall hold in confidence and not make any disclosure of
information concerning the Investor provided to the Company unless (i) disclosure of such information is necessary to comply with U.S. federal or state or British Virgin Islands securities laws, (ii) the disclosure of such information is
necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered
pursuant to a subpoena or other final, non-appealable order from a Governmental Authority of competent jurisdiction, or (iv) such information has been made generally available to the public other than by
disclosure in violation of this Agreement or any other Transaction Document. The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a Governmental Authority of competent
jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investors expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information. (i) Without limiting any obligation of the Company under the Purchase Agreement, the Company shall use its commercially reasonable
efforts either to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on the Trading Market, or (ii) secure designation and quotation of all of the Registrable Securities covered by each
Registration Statement on another Eligible Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(i).  11




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(j) The Company shall cooperate with the Investor and, to the extent applicable, facilitate
the timely preparation and delivery of Registrable Securities, as DWAC Shares, to be offered pursuant to a Registration Statement and enable such DWAC Shares to be in such denominations or amounts (as the case may be) as the Investor may reasonably
request from time to time and registered in such names as the Investor may request. Investor hereby agrees that it shall cooperate with the Company, its counsel and its transfer agent in connection with any issuances of DWAC Shares, and hereby
represents, warrants and covenants to the Company that that it will resell such DWAC Shares only pursuant to the Registration Statement in which such DWAC Shares are included, in a manner described under the caption Plan of Distribution
in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of the Securities Act.
DWAC Shares shall be issued in electronic form, shall be freely tradable and transferable and without restriction on resale and without stop transfer instructions maintained against the transfer thereof, and may be credited by the Companys
transfer agent to the Investors (or its designees) specified DWAC account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program hereafter adopted by DTC performing substantially the same function,
as directed in writing by the Investor. (k) Upon the written request of the Investor, the Company shall as soon as reasonably practicable
after receipt of notice from the Investor and subject to Section 3(p) hereof, (i) incorporate in a Prospectus Supplement or post-effective amendment such information as the Investor reasonably requests to be included therein relating to
the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of
the Registrable Securities to be sold in such offering; (ii) make all required filings of such Prospectus Supplement or post-effective amendment after being notified of the matters to be incorporated in such Prospectus Supplement or
post-effective amendment; and (iii) supplement or make amendments to any Registration Statement or Prospectus contained therein if reasonably requested by the Investor. (l) The Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by a Registration Statement to be
registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities. (m) The Company shall make generally available to its security holders (which may be satisfied by making such information available on EDGAR)
as soon as practical, but not later than one-hundred and twenty (120) days after the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the
provisions of Rule 158 under the Securities Act) covering a twelve-month period beginning not later than the first day of the Companys fiscal quarter next following the applicable Effective Date of each Registration Statement. (n) The Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission
in connection with any registration hereunder.  12




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(o) Within one (1) Business Day after each Registration Statement which covers
Registrable Securities is declared effective by the Commission, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investor) confirmation
that such Registration Statement has been declared effective by the Commission in a form acceptable to the transfer agent. (p)
Notwithstanding anything to the contrary contained herein (but subject to the last sentence of this Section 3(p)), at any time after the Effective Date of a particular Registration Statement, the Company may, upon written notice to Investor,
suspend Investors use of any prospectus that is a part of any Registration Statement (in which event the Investor shall discontinue sales of the Registrable Securities pursuant to such Registration Statement contemplated by this Agreement, but
shall settle any previously made sales of Registrable Securities) if the Company (x) is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Company determines in good faith that
(A) the Companys ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (B) such
transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause any Registration Statement (or such filings) to be used by Investor or to promptly
amend or supplement any Registration Statement contemplated by this Agreement on a post effective basis, as applicable, or (y) has experienced some other material non-public event the disclosure of which
at such time, in the good faith judgment of the Company, would materially adversely affect the Company (each, an Allowable Grace Period); provided,however, that in no event shall the Investor be
suspended from selling Registrable Securities pursuant to any Registration Statement for a period that exceeds forty (40) consecutive Trading Days or an aggregate of ninety (90) days in any 365-day
period; and provided,further, the Company shall not effect any such suspension during (A) the first 10 consecutive Trading Days after the Effective Date of the particular Registration Statement or (B) the five-Trading
Day period commencing on the Purchase Date for each VWAP Purchase and for each Additional VWAP Purchase (as applicable). Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt
notice, but in any event within one Business Day of such disclosure or termination, to the Investor and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales
of Registrable Securities as contemplated in this Agreement (including as set forth in the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material,
non-public information is no longer applicable). Notwithstanding anything to the contrary contained in this Section 3(p), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee
of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which (i) the Company has made a sale to Investor and (ii) the Investor has entered into a
contract for sale, and delivered a copy of the Prospectus included as part of the particular Registration Statement to the extent applicable, in each case prior to the Investors receipt of the notice of an Allowable Grace Period and for which
the Investor has not yet settled.  13




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4.
Obligations of the Investor. (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to
which the parties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor with respect to such Registration Statement. It shall be a condition precedent to the obligations of the Company to
complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended
method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such
registration as the Company may reasonably request. (b) The Investor, by its acceptance of the Registrable Securities, agrees to
cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of each Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investors election to
exclude all of the Investors Registrable Securities from such Registration Statement. (c) The Investor agrees that, upon receipt of
any notice from the Company of the happening of any event of the kind described in Section 3(p) or the first sentence of 3(f), the Investor shall immediately discontinue disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until the Investors receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(p) or the first sentence of Section 3(f) or receipt of notice that no
supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of the Investor in accordance with the terms of the Purchase
Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investors receipt of a notice from the Company of the happening of any event of the kind
described in Section 3(p) or the first sentence of Section 3(f) and for which the Investor has not yet settled. (d) The
Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.  5.
Expenses of Registration. All reasonable expenses of the Company, other than sales or brokerage commissions and fees and disbursements of counsel for, and other
expenses of, the Investor, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees
and disbursements of counsel for the Company, shall be paid by the Company.  14




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6.
Indemnification. (a) In the event any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest extent permitted
by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each of its directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Exchange Act and each of the directors,
officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such
controlling Persons (each, an Investor Party and collectively, the Investor Parties), against any losses, obligations, claims, damages, liabilities, contingencies, judgments, fines, penalties,
charges, costs (including, without limitation, court costs, reasonable attorneys fees, costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively, Claims) reasonably
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the
Commission, whether pending or threatened, whether or not an Investor Party is or may be a party thereto (Indemnified Damages), to which any of them may become subject insofar as such Claims (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing
made in connection with the qualification of the offering under the securities or other Blue Sky laws of any jurisdiction in which Registrable Securities are offered (Blue Sky Filing), or the omission or alleged
omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or
supplemented) or in any Prospectus Supplement or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not
misleading (the matters in the foregoing clauses (i) and (ii) being, collectively, Violations). Subject to Section 6(e), the Company shall reimburse the Investor Parties, promptly as such expenses are incurred and
are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in
this Section 6(a): (i) shall not apply to a Claim by an Investor Party arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Investor Party for such
Investor Party expressly for use in connection with the preparation of such Registration Statement, Prospectus or Prospectus Supplement or any such amendment thereof or supplement thereto (it being hereby acknowledged and agreed that the written
information set forth on Exhibit C attached hereto is the only written information furnished to the Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement); (ii) shall not
be available to the Investor to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the Prospectus (as amended or supplemented) made available by the Company (to the extent applicable), including,
without limitation, a corrected Prospectus, if such Prospectus (as amended or supplemented) or corrected Prospectus was timely made available by the Company pursuant to Section 3(d) and then only if, and to the extent that, following the
receipt of the corrected Prospectus no grounds for such Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Investor Party and shall survive the transfer of any of the Registrable
Securities by the Investor pursuant to Section 9.  15




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(b) In connection with any Registration Statement in which the Investor is participating,
the Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs the Registration
Statement and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, an Company Party), against any Claim or Indemnified Damages to which any of them may become
subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance
upon and in conformity with written information relating to the Investor furnished to the Company by the Investor expressly for use in connection with such Registration Statement, the Prospectus included therein or any Prospectus Supplement thereto
(it being hereby acknowledged and agreed that the written information set forth on Exhibit C attached hereto is the only written information furnished to the Company by or on behalf of the Investor expressly for use in any Registration
Statement, Prospectus or Prospectus Supplement); and, subject to Section 6(e) and the below provisos in this Section 6(b), the Investor shall reimburse a Company Party any legal or other expenses reasonably incurred by such Company Party
in connection with investigating or defending any such Claim; provided, however, the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to
amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld or delayed; and provided, further that the Investor shall be
liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the applicable sale of Registrable Securities pursuant to such Registration Statement,
Prospectus or Prospectus Supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Party and shall survive the transfer of any of the Registrable Securities by the Investor
pursuant to Section 9. (c) Promptly after receipt by an Investor Party or Company Party (as the case may be) under this
Section 6 of notice of the commencement of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Investor Party or Company Party (as the case may be) shall, if a Claim in respect
thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Investor Party or the Company Party (as the
case may be); provided, however, an Investor Party or Company Party (as the case may be) shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) the
indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of such Claim and to employ counsel reasonably satisfactory to such Investor Party or Company
Party (as the case may be) in any such Claim; or (iii) the named parties to any such Claim (including, without limitation, any  16




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impleaded parties) include both such Investor Party or Company Party (as the case may be) and the indemnifying party, and such Investor Party or such Company Party (as the case may be) shall have
been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Investor Party or such Company Party and the indemnifying party (in which case, if such Investor Party or such Company Party (as the
case may be) notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof on behalf of the
indemnified party and such counsel shall be at the expense of the indemnifying party, provided further that in the case of clause (iii) above the indemnifying party shall not be responsible for the reasonable fees and expenses of
more than one (1) separate legal counsel for all Investor Parties or Company Parties (as the case may be). The Company Party or Investor Party (as the case may be) shall reasonably cooperate with the indemnifying party in connection with any
negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Company Party or Investor Party (as the case may be) which relates to such action or
Claim. The indemnifying party shall keep the Company Party or Investor Party (as the case may be) reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be
liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party
shall, without the prior written consent of the Company Party or Investor Party (as the case may be), consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Company Party or Investor Party (as the case may be) of a release from all liability in respect to such Claim or litigation, and such settlement shall not include any admission as to fault on the part of
the Company Party. For the avoidance of doubt, the immediately preceding sentence shall apply to Sections 6(a) and 6(b) hereof. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the
Company Party or Investor Party (as the case may be) with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Investor Party or Company Party (as the case may be) under this Section 6, except to the extent that the indemnifying party
is materially and adversely prejudiced in its ability to defend such action. (d) No Person involved in the sale of Registrable Securities
who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of Registrable Securities who is
not guilty of fraudulent misrepresentation. (e) The indemnification required by this Section 6 shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred; provided that any Person receiving any payment pursuant to this Section 6 shall promptly reimburse
the Person making such payment for the amount of such payment to the extent a court of competent jurisdiction determines that such Person receiving such payment was not entitled to such payment.  17




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(f) The indemnity and contribution agreements contained herein shall be in addition to
(i) any cause of action or similar right of the Company Party or Investor Party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.  7.
Contribution. To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however: (i) no contribution shall be made under circumstances where the maker
would not have been liable for indemnification under the fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and
(iii) contribution by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such Registration Statement.
Notwithstanding the provisions of this Section 7, the Investor shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by the Investor from the applicable sale of the
Registrable Securities subject to the Claim exceeds the amount of any damages that the Investor has otherwise been required to pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue or alleged untrue statement
or omission or alleged omission.  8.
Reports Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144, the Company agrees to: (a) use its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule
144; (b) use its commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required
of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Companys obligations under the Purchase Agreement) and the
filing of such reports and other documents is required for the applicable provisions of Rule 144; (c) furnish to the Investor so long as
the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the Exchange Act, (ii) a copy of
the Companys most recent quarterly or semi-annual financial report filed with the Commission on a Report of Foreign Private Issuer on Form 6-K and a copy of the Companys most recent Annual Report
on Form 20-F filed with the Commission under the Exchange Act, and such other reports and documents so filed by the Company with the Commission if such reports are not publicly available via EDGAR, and
(iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration; and  18




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(d) take such additional action as is reasonably requested by the Investor to enable the
Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Companys transfer agent as may be reasonably
requested from time to time by the Investor and otherwise fully cooperate with Investor and Investors broker to effect such sale of securities pursuant to Rule 144.  9.
Assignment of Registration Rights. Neither the Company nor the Investor shall assign this Agreement or any of their respective rights or obligations hereunder.  10.
Amendment or Waiver. No provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Trading Day immediately
preceding the date on which the Initial Registration Statement is initially filed with the Commission. Subject to the immediately preceding sentence, no provision of this Agreement may be (i) amended other than by a written instrument signed by
both parties hereto or (ii) waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a
party in exercising such right or remedy, shall not operate as a waiver thereof.  11.
Miscellaneous. (a) Solely for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed
to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from such record owner of such Registrable Securities. (b) Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this Agreement shall be given in accordance with Section 10.4 of the Purchase Agreement. (c) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof. The Company and the Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that either party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by the other party and to enforce specifically the terms
and provisions hereof (without the necessity of showing economic loss and without any bond or other security being required), this being in addition to any other remedy to which either party may be entitled by law or equity.  19




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(d) All questions concerning the construction, validity, enforcement and interpretation of
this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any law or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the U.S. state and federal courts sitting in the City of New York, New York, for the adjudication of any dispute under this Agreement or in
connection herewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any
such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any
court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect
of its obligations under this Agreement, to the extent permitted by law. By the execution and delivery of this Agreement, the Company acknowledges that by the Business Combination Closing Date it will have, by separate written instrument,
irrevocably designated and appointed Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168 (together with any successor,
the Agent for Service) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any state or federal court sitting in the City
of New York, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation. The Company further agrees to take any and all action, including the execution and filing of any and all such
documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Ordinary Shares shall be outstanding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to it in
Section 10.4 of the Purchase Agreement (or, in the case of the Company, to the Agent for Service) and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law. EACH OF THE COMPANY AND THE INVESTOR HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. EACH OF THE COMPANY AND THE INVESTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11(d).  20




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(e) The Transaction Documents set forth the entire agreement and understanding of the
parties solely with respect to the subject matter thereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written, solely with respect to such matters. There are no
promises, undertakings, representations or warranties by either party relative to subject matter hereof not expressly set forth in the Transaction Documents. Notwithstanding anything in this Agreement to the contrary and without implication that the
contrary would otherwise be true, nothing contained in this Agreement shall limit, modify or affect in any manner whatsoever (i) the conditions precedent to a VWAP Purchase and an Additional VWAP Purchase contained in Article VII of the
Purchase Agreement or (ii) any of the Companys obligations under the Purchase Agreement. (f) This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective successors. This Agreement is not for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto, their respective successors and the
Persons referred to in Sections 6 and 7 hereof. (g) The headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms including,
includes, include and words of like import shall be construed broadly as if followed by the words without limitation. The terms herein, hereunder, hereof and words of like
import refer to this entire Agreement instead of just the provision in which they are found. Any reference in this Agreement to Dollars or $ shall mean the lawful currency of the United States of America. (h) This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature or signature delivered by e-mail in a .pdf
format data file, including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall be binding upon the signatory thereto with the
same force and effect as if the signature were an original signature. (i) Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry out the intent and accomplish the purposes of
this Agreement and the consummation of the transactions contemplated hereby. (j) The language used in this Agreement will be deemed to be
the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party. (k) The Company agrees to indemnify the Investor and all of its Affiliates, shareholders, officers, directors, employees and direct or
indirect investors, against any loss incurred by the Investor as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the judgment
currency) other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency for the purpose of such judgment or order, and
(ii) the rate of exchange at which such indemnified person is able  21




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to purchase U.S. dollars with the amount of the judgment currency actually received by the indemnified person. The foregoing indemnity shall constitute a separate and independent obligation
of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term rate of exchange shall include any premiums and costs of exchange payable in connection with the purchase of, or
conversion into, the relevant currency. [Signature Pages Follow]  22




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IN WITNESS WHEREOF, Investor, SWVL and Holdings have caused their respective
signature page to this Registration Rights Agreement to be duly executed as of the date first written above.  HOLDINGS:PIVOTAL HOLDINGS CORP, a
British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin IslandsBy:

/s/ Youssef SalemName: Youssef SalemTitle: DirectorSWVL:SWVL INC., a British Virgin
Islands business company limited by shares incorporated under the laws of the British Virgin IslandsBy:

/s/ Mostafa KandilName: Mostafa KandilTitle: Director
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IN WITNESS WHEREOF, Investor, SWVL and Holdings have caused their respective
signature page to this Registration Rights Agreement to be duly executed as of the date first written above.  INVESTOR:B. RILEY PRINCIPAL CAPITAL, LLCBy:

/s/ Daniel ShribmanName: Daniel ShribmanTitle: President
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EXHIBIT A SELLING SHAREHOLDER This
prospectus relates to the offer and sale by B. Riley Principal Capital of up to [●] Ordinary Shares that have been and may be issued by us to B. Riley Principal Capital under the Purchase Agreement. For additional information regarding the
Ordinary Shares included in this prospectus, see the section titled Committed Equity Financing above. We are registering the Ordinary Shares included in this prospectus pursuant to the provisions of the Registration Rights Agreement we
entered into with B. Riley Principal Capital on March 22, 2022 in order to permit the selling shareholder to offer the shares included in this prospectus for resale from time to time. Except for the transactions contemplated by the Purchase
Agreement and the Registration Rights Agreement and as set forth in the section titled Plan of Distribution in this prospectus, B. Riley Principal Capital has not had any material relationship with us within the past three years. As used
in this prospectus, the term selling shareholder means B. Riley Principal Capital, LLC. The table below presents information
regarding the selling shareholder and the Ordinary Shares that may be resold by the selling shareholder from time to time under this prospectus. This table is prepared based on information supplied to us by the selling shareholder, and reflects
holdings as of [●], 2022. The number of Ordinary Shares in the column Maximum Number of Ordinary Shares to be Offered Pursuant to this Prospectus represents all of the Ordinary Shares being offered for resale by the selling
shareholder under this prospectus. The selling shareholder may sell some, all or none of the shares being offered for resale in this offering. We do not know how long the selling shareholder will hold the shares before selling them, and we are not
aware of any existing arrangements between the selling shareholder and any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the Ordinary Shares being offered for resale by this prospectus. Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the
Exchange Act, and includes Ordinary Shares with respect to which the selling shareholder has sole or shared voting and investment power. The percentage of Ordinary Shares beneficially owned by the selling shareholder prior to the offering shown in
the table below is based on an aggregate of [●] Ordinary Shares outstanding on [●], 2022. Because the purchase price to be paid by the selling shareholder for Ordinary Shares, if any, that we may elect to sell to the selling shareholder
in one or more VWAP Purchases and one or more Additional VWAP Purchases from time to time under the Purchase Agreement will be determined on the applicable Purchase Dates therefor, the actual number of Ordinary Shares that we may sell to the selling
shareholder under the Purchase Agreement may be fewer than the number of shares being offered for resale under this prospectus. The fourth column assumes the resale by the selling shareholder of all of the Ordinary Shares being offered for resale
pursuant to this prospectus.




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Name of Selling Shareholder

Number of OrdinaryShares Owned Prior toOffering


Maximum Number ofOrdinary Shares to be OfferedPursuant to this Prospectus


Number of OrdinaryShares Owned AfterOfferingNumber(1)


Percent(2)





Number(3)


Percent(2)B. Riley Principal Capital, LLC(4)



[
●]


*



[
●]


0



   *
Represents beneficial ownership of less than 1% of the outstanding shares of our Ordinary Shares. (1)
Represents the [●] Ordinary Shares we issued to B. Riley Principal Capital on [●], 2022 as
Commitment Shares in consideration for its commitment to purchase our Ordinary Shares at our direction from time to time under the Purchase Agreement with us. In accordance with Rule 13d-3(d) under the
Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that B. Riley Principal Capital may be required to purchase under the Purchase Agreement, because the issuance of such shares is
solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of B. Riley Principal Capitals control, including the registration statement that includes this
prospectus becoming and remaining effective. Furthermore, the VWAP Purchases and the Additional VWAP Purchases of Ordinary Shares under the Purchase Agreement are subject to certain agreed upon maximum amount limitations set forth in the Purchase
Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any Ordinary Shares to B. Riley Principal Capital to the extent such shares, when aggregated with all other Ordinary Shares then beneficially owned by B. Riley Principal
Capital, would cause B. Riley Principal Capitals beneficial ownership of our Ordinary Shares to exceed the 4.99% Beneficial Ownership Limitation. (2)
Applicable percentage ownership is based on [●] shares of our Ordinary Shares outstanding as of
[●], 2022. (3)
Assumes the sale of all Ordinary Shares being offered pursuant to this prospectus. (4)
The business address of B. Riley Principal Capital, LLC (BRPC) is 11100 Santa Monica Blvd., Suite
800, Los Angeles, CA 90025. BRPCs principal business is that of a private investor. Daniel Shribman and Nick Capuano are the President and Chief Investment Officer, respectively, of BRPC. The sole member of BRPC is B. Riley Principal
Investments, LLC (BRPI), which is an indirect subsidiary of B. Riley Financial, Inc. (BRF). Mr. Shribman is the President of BRPI and the Chief Investment Officer of BRF. Mr. Shribman has sole voting power and sole
investment power over securities beneficially owned, directly, by BRPC, and therefore Mr. Shribman may be deemed to beneficially own, indirectly, the securities beneficially owned, directly, by BRPC. The sole voting and investment powers of
Mr. Shribman over securities beneficially owned directly by BRPC are exercised independently from all other direct and indirect subsidiaries of BRF, and the voting and investment powers over securities beneficially owned directly or indirectly
by all other direct and indirect subsidiaries of BRF are exercised independently from BRPC. We have been advised that neither BRPI nor BRPC is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent broker-dealer. The
foregoing should not be construed in and of itself as an admission by Mr. Shribman as to beneficial ownership of the securities beneficially owned, directly, by BRPC.




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PLAN OF DISTRIBUTION The Ordinary Shares offered by this prospectus are being offered by the selling shareholder, B. Riley Principal Capital, LLC. The shares may
be sold or distributed from time to time by the selling shareholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to
the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the Ordinary Shares offered by this prospectus could be effected in one or more of the following methods:  

ordinary brokers transactions;  

transactions involving cross or block trades;  

through brokers, dealers, or underwriters who may act solely as agents;  

at the market into an existing market for our Ordinary Shares;  

in other ways not involving market makers or established business markets, including direct sales to purchasers
or sales effected through agents;  

in privately negotiated transactions; or  

any combination of the foregoing. In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed
brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the states registration or qualification requirement is available and
complied with. B. Riley Principal Capital is an underwriter within the meaning of Section 2(a)(11) of the Securities
Act. B. Riley Principal Capital has informed us that it intends to use one or more registered broker-dealers (one of which is an
affiliate of B. Riley Principal Capital) to effectuate all sales, if any, of our Ordinary Shares that it may acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to
the then current market price. Each such registered broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. B. Riley Principal Capital has informed us that each such broker-dealer (excluding any
broker-dealer that is an affiliate of B. Riley Principal Capital) may receive commissions from B. Riley Principal Capital for executing such sales for B. Riley Principal Capital and, if so, such commissions will not exceed customary brokerage
commissions. Brokers, dealers, underwriters or agents participating in the distribution of the Ordinary Shares offered by this prospectus
may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the selling shareholder through this prospectus. The compensation paid to any
such particular broker-dealer by any such purchasers of Ordinary Shares sold by the selling shareholder may be less than or in excess of customary commissions. Neither we nor the selling shareholder can presently estimate the amount of compensation
that any agent will receive from any purchasers of Ordinary Shares sold by the selling shareholder.




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We know of no existing arrangements between the selling shareholder or any other
shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the Ordinary Shares offered by this prospectus. We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which
this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this
prospectus by the selling shareholder, including with respect to any compensation paid or payable by the selling shareholder to any brokers, dealers, underwriters or agents that participate in the distribution of such shares by the selling
shareholder, and any other related information required to be disclosed under the Securities Act. We will pay the expenses incident to
the registration under the Securities Act of the offer and sale of the Ordinary Shares covered by this prospectus by the selling shareholder. As consideration for its irrevocable commitment to purchase our Ordinary Shares under the Purchase Agreement, on [], 2022, we issued to
B. Riley Principal Capital [] Ordinary Shares as Commitment Shares as a commitment fee. In addition, we paid $50,000 to B. Riley Principal Capital as reimbursement of certain fees and disbursements of its counsel in connection with the
transactions contemplated by the Purchase Agreement and the Registration Rights Agreement. We will also indemnify B. Riley Principal
Capital and certain other persons against certain liabilities in connection with the offering of Ordinary Shares offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts
required to be paid in respect of such liabilities. B. Riley Principal Capital has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by B. Riley Principal Capital
specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable. We estimate that the total expenses for the offering will be approximately $[●]. B. Riley Principal Capital has represented to us that at no time prior to the date of the Purchase Agreement has B. Riley Principal Capital,
its officers, its sole member, or any entity managed or controlled by B. Riley Principal Capital or its sole member, engaged in or effected, in any manner whatsoever, directly or indirectly, for its own account or for the account of any of its
affiliates, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our Ordinary Shares or any hedging transaction, which establishes a net short position with respect to our Ordinary Shares. B. Riley Principal
Capital has agreed that during the term of the




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Purchase Agreement, none of B. Riley Principal Capital, its officers, its sole member, or any entity managed or controlled by B. Riley Principal Capital or its sole member, will enter into or
effect, directly or indirectly, any of the foregoing transactions for its own account or for the account of any other such person or entity. We have advised the selling shareholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain
exceptions, Regulation M precludes the selling shareholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of
that security. All of the foregoing may affect the marketability of the securities offered by this prospectus. This offering will
terminate on the date that all Ordinary Shares offered by this prospectus have been sold by the selling shareholder. Our Ordinary Shares
are currently listed on The Nasdaq Global Market under the symbol SWVL. One or more affiliates of B. Riley Principal Capital
from time to time in the future may provide various investment banking and other financial services for us that are unrelated to the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement and the offering of
Ordinary Shares for resale by B. Riley Principal Capital to which this prospectus relates, for which investment banking and other financial services they may receive customary fees, commissions and other compensation from us, apart from the fees,
discounts and other compensation that B. Riley Principal Capital may continue to receive from us in connection with the transactions contemplated by the Purchase Agreement.




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EXHIBIT C The business address of B. Riley Principal Capital, LLC (BRPC) is 11100 Santa Monica Blvd., Suite 800, Los Angeles, CA 90025. BRPCs
principal business is that of a private investor. Daniel Shribman and Nick Capuano are the President and Chief Investment Officer, respectively, of BRPC. The sole member of BRPC is B. Riley Principal Investments, LLC (BRPI), which is an
indirect subsidiary of B. Riley Financial, Inc. (BRF). Mr. Shribman is the President of BRPI and the Chief Investment Officer of BRF. Mr. Shribman has sole voting power and sole investment power over securities beneficially
owned, directly, by BRPC, and therefore Mr. Shribman may be deemed to beneficially own, indirectly, the securities beneficially owned, directly, by BRPC. The sole voting and investment powers of Mr. Shribman over securities beneficially
owned directly by BRPC are exercised independently from all other direct and indirect subsidiaries of BRF, and the voting and investment powers over securities beneficially owned directly or indirectly by all other direct and indirect subsidiaries
of BRF are exercised independently from BRPC. We have been advised that neither BRPI nor BRPC is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent broker-dealer. The foregoing should not be construed in and of
itself as an admission by Mr. Shribman as to beneficial ownership of the securities beneficially owned, directly, by BRPC.