**
**Exhibit 2.5**

***Execution Version***

**ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT**

**by and among**

**QUEEN’S GAMBIT GROWTH CAPITAL,**

**PIVOTAL HOLDINGS CORP,**

**and**

**CONTINENTAL STOCKTRANSFER & TRUST COMPANY**

**Dated as of March 30, 2022**
**

**ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT**

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated March 30, 2022, is made by and amongQueen’s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (“SPAC”), Pivotal Holdings Corp, a British Virgin Islands business company limited by shares incorporated under the laws of the BritishVirgin Islands (“Holdings”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the“Existing Warrant Agreement”), dated January 19, 2021, by and between SPAC and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.

WHEREAS, pursuant to the Existing Warrant Agreement, SPAC issued (a) 5,933,333 Private Placement Warrants to the Sponsor and (b)11,500,000 Public Warrants; 

WHEREAS, on July 28, 2021, SPAC, Holdings, Swvl Inc. (“Swvl”), Pivotal Merger SubCompany I (“Cayman Merger Sub”) and Pivotal Merger Sub Company II Limited entered into a business combination agreement (as amended, modified or supplemented, from time to time, the “Business CombinationAgreement”); 

WHEREAS, all of the Warrants are governed by the Existing Warrant Agreement; 

WHEREAS, pursuant to the Business Combination Agreement, among other things, SPAC will merge with and into Cayman Merger Sub (the“SPAC Merger”), with Cayman Merger Sub surviving such merger; 

WHEREAS, in connection with the SPAC Merger, among otherthings, each Ordinary Share shall be automatically cancelled, extinguished and converted into the right to receive one Holdings Class A ordinary share of par value US $0.0001 per share (the “Holdings Common Shares A”); 

WHEREAS, upon consummation of the SPAC Merger, as provided in Section 4.4 of the Existing Warrant Agreement, the Warrants will no longerbe exercisable for Ordinary Shares but instead will be exercisable (subject to the terms of the Existing Warrant Agreement as amended hereby) for Holdings Common Shares A; 

WHEREAS, the Board has determined that the consummation of the transactions contemplated by the Business Combination Agreement will constitutea Business Combination; 

WHEREAS, as of and with effect on and from the SPAC Merger Effective Time (as defined in the Business CombinationAgreement), SPAC desires to assign all of its rights, interests and obligations in and under the Existing Warrant Agreement to Holdings and Holdings wishes to accept such assignment; and 

WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that SPAC and the Warrant Agent may amend the Existing Warrant Agreementwithout the consent of any Registered Holders for the purpose of adding or changing any other provisions with respect to matters or questions arising under the Existing Warrant Agreement as the parties may deem necessary or desirable and that theparties deem shall not adversely affect the interest of the Registered Holders. 

 
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NOW, THEREFORE, in consideration of the mutual agreements herein contained, the partieshereto agree as follows: 

**ARTICLE I**

**ASSIGNMENT AND ASSUMPTION; CONSENT.**

SECTION 1.01.    Assignment and Assumption. As of and with effect on and from the SPAC Merger Effective Time(as defined in the Business Combination Agreement, the “Initial Closing”): 

(a)    SPAC herebyassigns to Holdings all of SPAC’s rights, interests and obligations in and under the Existing Warrant Agreement (as amended hereby); and 

(b)    Holdings hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all ofSPAC’s liabilities and obligations under the Existing Warrant Agreement (as amended hereby) arising on, from and after the Initial Closing. 

SECTION 1.02.    Consent. The Warrant Agent hereby consents to (a) the assignment of the Existing WarrantAgreement by SPAC to Holdings pursuant to Section 1.01(a) and the assumption of the Existing Warrant Agreement by Holdings from SPAC pursuant to Section 1.01(b), in each case effective as of theInitial Closing, and (b) the continuation of the Existing Warrant Agreement (as amended by this Agreement), in full force and effect from and after the Initial Closing. 

**ARTICLE II**

**AMENDMENT OF EXISTING WARRANT AGREEMENT**. 

Effective as of the Initial Closing, SPAC and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this ArticleII, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Article II are to provide for the delivery of Alternative Issuance pursuant to Section 4.4 of the Existing Warrant Agreement (inconnection with the SPAC Merger and the transactions contemplated by the Business Combination Agreement). 

SECTION 2.01.    References to the “Company”. All references to the “Company” in theExisting Warrant Agreement (including all Exhibits thereto) shall be references to Holdings. 

SECTION 2.02.    References to Ordinary Shares. All references to “Ordinary Shares” in the ExistingWarrant Agreement (including all Exhibits thereto) shall be references to Holdings Common Shares A. 

 
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SECTION 2.03.    References to Business Combination. Allreferences to “Business Combination” in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to the transactions contemplated by the Business Combination Agreement, and references to “the completion bythe Company of an initial Business Combination” and all variations thereof in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to the Closing (as defined in the Business Combination Agreement). 

SECTION 2.04.    Notice Clause. Section 9.2 of the Existing Warrant Agreement is hereby deleted andreplaced with the following: 

Notices. Any notice, statement or demand authorized by this Agreement to be given or made by theWarrant Agent or by the holder of any Warrant to or on Holdings shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of suchnotice, postage prepaid, addressed (until another address is filed in writing by Holdings with the Warrant Agent), as follows: 

Swvl Inc.

The Offices 4, One Central 

Dubai, United Arab Emirates 

Attention: Mostafa Kandil, Chief Executive Officer 

Email: mk@swvl.com 

with a copyto: 

Cravath, Swaine & Moore LLP 

Worldwide Plaza 

825 EighthAvenue 

New York, NY 10019 Attention: O. Keith Hallam, III; Nicholas A. Dorsey; Richard Hall 

Email: khallam@cravath.com; ndorsey@cravath.com; rhall@cravath.com 

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by Holdings to or on theWarrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until anotheraddress is filed in writing by the Warrant Agent with Holdings), as follows: 

Continental Stock Transfer & Trust Company 

1 State Street, 30th Floor 

NewYork, NY 10004 

Attention: Compliance Department 

Email: Compliance@continentalstock.com 

 
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**ARTICLE III**

**MISCELLANEOUS PROVISIONS***.*

SECTION 3.01.    Effectiveness of the Amendment. Each of the parties hereto acknowledges and agrees that theeffectiveness of this Agreement shall be expressly subject to the occurrence of the SPAC Merger and substantially contemporaneous occurrence of the Initial Closing and shall automatically be terminated and shall be null and void if the BusinessCombination Agreement shall be terminated for any reason. 

SECTION 3.02.    Successors. All the covenantsand provisions of this Agreement by or for the benefit of SPAC, Holdings or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns. 

SECTION 3.03.    Applicable Law and Exclusive Forum. The validity, interpretation, and performance of thisAgreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Each of the parties heretohereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern Districtof New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereto hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. 

SECTION 3.04.    Counterparts. This Agreement may be executed in any number of original or facsimilecounterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 

SECTION 3.05.    Effect of Headings. The section headings herein are for convenience only and are not part ofthis Agreement and shall not affect the interpretation thereof. 

SECTION 3.06.    Severability. ThisAgreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any suchinvalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as ofthe date first above written. 

 
**QUEEN’S GAMBIT GROWTH CAPITAL**By: 
/s/ Victoria Grace
Name: Victoria GraceTitle: Chief Executive Officer
 
SIGNATUREPAGETO

ASSIGNMENT, ASSUMPTION AND AMENDMENTAGREEMENT

**PIVOTAL HOLDINGS CORP**By: 
/s/ Youssef Salem
Name: Youssef SalemTitle: Director
 
SIGNATUREPAGETO

ASSIGNMENT, ASSUMPTION AND AMENDMENTAGREEMENT

**CONTINENTAL STOCK TRANSFER & TRUST COMPANY**, as Warrant AgentBy: 
/s/ Stacy Aqui
Name: Stacy AquiTitle: Vice President
 
SIGNATUREPAGETO

ASSIGNMENT, ASSUMPTION AND AMENDMENTAGREEMENT