Exhibit 10.3


 


STOCK PURCHASE AGREEMENT


 


BY AND AMONG


 


Mr. ALEJANDRO TAUBAS


 


Mr. ALEJO MATIAS MIRAGAYA


 


Mr. LIONEL FRIDMAN


 


Mr. DIEGO NOMBERG


 


CLIN FONDO DE INVERSIÓN PRIVADO


 


AVP SEED FUND


 


ANGEL VENTURES PACIFIC ALLIANCE FUND II LIMITED
PARTNERSHIP


 


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


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


PACIFIC ALLIANCE TRUST
II


 


And


 


CMPL ANGEL SEED FUND LP


 


AS SELLERS


 


And


 


SWVL GLOBAL FZE


 


AS BUYER


 


And


 


with SWVL INC. as an obligated delegee of the
Buyer


 


And


 


VIAPOOL INC.


 


AS THE COMPANY


 


NOVEMBER 16, 2021


 






    	 	 	 



     


    

 


STOCK PURCHASE AGREEMENT


 


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


 


BY AND AMONG


 


		(i)	Mr. ALEJANDRO TAUBAS (“Founder 1”), an Argentine citizen, of legal age,
married, with domicile at Juan Pedro Echeverría 1200, Talar del Lago 1 L215, General Pacheco, Buenos Aires and holder of Argentine
Passport number AAB983389. .



 


		(ii)	Mr. ALEJO MATIAS MIRAGAYA (“Founder 2”), an Argentine citizen, of legal
age, married, with domicile at Las Palmas 3, Barrio La Alameda, Nordelta, Buenos Aires and holder of Argentine Passport number AAG731096.



 


		(iii)	Mr. LIONEL FRIDMAN (“Founder 3”), an Argentine citizen, of legal age, married,
with domicile at Av. Santa Fe 4026 2nd floor “B”, Ciudad Autónoma de Buenos Aires and holder of Argentine
Passport number AAC127493.



 


		(iv)	Mr. DIEGO NOMBERG (“Founder 4”), an Argentine citizen, of legal age, married,
with domicile at Armenia 2474 6th floor, Ciudad Autónoma de Buenos Aires and holder of Argentine Passport number AAD198392.



 


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


 


		(v)	Clin Fondo de Inversión Privado (“Investor 1”), a Chilean private investment
fund identified by Registration Number 76.766.448-6 of the Registro Unico Tributario, duly represented by its administrator, the
Chilean corporation Inversiones Innovadoras S.A., identified by Registration Number 99.591.440-9 of the Registro Unico Tributario,
represented by Mr. Sebastián Andrés Acevedo García, Identification Number N° 14.600.489-k, and Mr. Lonnie
James Riggs, Identification Number No 21.664.927-3, , having its registered office at Parque Antonio Rabat Sur 6165, Comuna
de Vitacura, Santiago de Chile.



 


		(vi)	AVP SEED FUND I (“Investor 2”), a company duly incorporated and existing
under the laws of Peru, registered with the Registro Unico de Contribuyente under number 20603084951, having its registered office at
Calle Jacinto Lara 328, Dept. 501 San Isidro, Lima 27, Peru, managed by Angel Ventures Perú S.A.C.



 


		(vii)	ANGEL VENTURES PACIFIC ALLIANCE FUND II LIMITED PARTNERSHIP (“Investor 3”),
a company duly incorporated and existing under the laws of Ontario, Canada, registered with the Ministry of Government Services under
number PBI1061115SC6, having its registered office at Montes Urales 620, Piso 1, Col. Lomas de Chapultepec, C.P. 11000, Ciudad de México.



 


		(viii)	BANCO ACTINVER, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO ACTINVER,
ACTING AS TRUSTEE OF IRREVOCABLE TRUST F/4862, DESIGNATED AV PACIFIC ALLIANCE TRUST II (“Investor 4”), a
company duly incorporated and existing under the laws of Mexico, registered with the Registro Federal de Contribuyentes under number 260933833,
having its registered office at Montes Urales 620, Piso 1, Col. Lomas de Chapultepec, C.P. 11000, Ciudad de México.



 


		(ix)	CMPL ANGEL SEED FUND LP (“Investor 5”), a company duly incorporated and existing
under the laws of Canada, registered with the Ministry of Government Services under number 300216967 having its registered office at 1120
Finch Avenue West, Suite 701, Toronto, Ontario, Canada, M3J3HT.



 


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


 


		(x)	SWVL GLOBAL FZE, a Limited Liability Free Zone Establishment incorporated under the Dubai World
Trade Centre Authority (“DWTCA”) Company Rules and Regulations under Dubai law Nr.9 of 2015, registered with the
Mercantile Registrar of Companies of Dubai World Trade Center Authority under number 0361, having its registered office at Office No :02.08
the offices 4 at One Central, Dubai World Trade Centre and without tax identification code since there is no corporate income tax in UAE
(the “Buyer”).



 






    Page 2 of 89


     


    

 


		(xi)	SWVL INC., a company duly incorporated and existing under the laws of the territory of the British
Virgin Islands, registered with the Registrar of Corporate Affairs of the British Virgin Islands under number 1945550, having its registered
office at Maples Corporate Services (BVI) Limited Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands (“SWVL
INC”).



 


		(xii)	VIAPOOL INC., is a corporation organized under the laws of the State of Delaware with registered
address at 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801, United States of America, identified by the Delaware
Secretary of State by File No. 3176603 and formed under a Certificate of Incorporation recorded by the Delaware Secretary of State
on July 2, 2020, which was amended on November 13, 2020 under Document No. SR 20208383561, and also identified by Federal
Employer Identification Number (EIN) 32-0632158 (the “Company”).



 


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


 


RECITALS


 


		A.	VIAPOOL INC., is a corporation organized under the laws of the State of Delaware with registered
address at 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801, United States of America, identified by the Delaware
Secretary of State by File No. 3176603 and formed under the Certificate of Incorporation recorded by the Delaware Secretary of State
on July 2, 2020, which was amended on November 13, 2020 under Document No. SR 20208383561, and also identified by Federal
Employer Identification Number (EIN) 32-0632158 (the “Company”).



 


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


 


		B.	The Company currently owns and/or controls entirely: (i) VIAPOOL S.R.L., a sociedad de responsabilidad
limitada organized and existing under the laws of Argentina (“Viapool SRL”); (ii) MOVILIDAD DIGITAL S.A.S.,
a sociedad anónima simplificada organized and existing under the laws of Argentina (“MD Sas”, and together
with Viapool SRL, the “Argentine OpCos” and each, an “Argentine OpCo”); and (iii) VIAPOOL SpA,
a sociedad por acciones organized under the laws of Chile (the “Chilean OpCo”, and together with the Argentine Opcos,
the “OpCos”).



 


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


 


		C.	The following is the total number of shares of all classes of stock the Company is authorized to issue:
(i) 10,765,247 shares of Common Stock, USD 0.00001 par value per share (“Common Stock”) and (ii) 3,166,247
shares of Preferred Stock, USD 0.00001 par value per share (“Preferred Stock”).



 


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


 


	Stockholder	 	Shares	 	 	%	 
	Common	 	 	7,599,000	 	 	 	70.59	%
	Alejandro Taubas	 	 	2,380,000	 	 	 	22.11	%
	Alejo Matías Miragaya	 	 	2,380,000	 	 	 	22.11	%
	Lionel Fridman	 	 	857,000	 	 	 	7.96	%
	Diego Nomberg	 	 	857,000	 	 	 	7.96	%
	Stock Plan	 	 	1,125,000	 	 	 	10.45	%
	Issued	 	 	0	 	 	 	0.00	%
	Un-Issued (available)	 	 	1,125,000	 	 	 	10.45	%
	 	 	 	 	 	 	 	 	 
	Preferred	 	 	3,166,247	 	 	 	29.41	%
	Clin Fondo de Inversión Privado	 	 	1,163,859	 	 	 	10.81	%
	AVP Seed Fund I	 	 	126,649	 	 	 	1.18	%
	Angel Ventures Pacific Alliance Fund II Limited Partnership	 	 	490,347	 	 	 	4.55	%
	BANCO ACTINVER, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO ACTINVER, ACTING AS TRUSTEE OF IRREVOCABLE TRUST F/4862, DESIGNATED AV PACIFIC ALLIANCE TRUST II	 	 	142,902	 	 	 	1.33	%
	CMPL Angel Seed Fund LP	 	 	379,949	 	 	 	3.53	%
	Non-purchased	 	 	862,541	 	 	 	8.01	%
	 	 	 	 	 	 	 	 	 
	Totals	 	 	10,765,247	 	 	 	100.00	%



 






    Page 3 of 89


     


    

 


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


 


		i.	The Exchange Agreement executed on November 12, 2020,
by and among the Company, the Argentine OpCos and the Founders;



 


		ii.	The Restricted Stock Purchase Agreements executed by each
of the Founders with the Company on November 12, 2020.



 


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


 


		i.	The Series A Preferred Stock Purchase Agreement executed
on November 13, 2020, by and among the Company and CLIN Fondo de Inversión Privado, as amended on February 11, 2021,



 


		ii.	The Second Amendment to the Series A Preferred Stock
Purchase Agreement executed on June 18, 2020 by and among the Company and the Investors.



 


		D.	Buyer’s current capital structure is described under SCHEDULE D.



 


		E.	SWVL INC is engaged in a prospective de-SPAC transaction. Under the proposed transaction the shareholders
of SWVL INC will ultimately become shareholders of Pivotal Holdings Corp, a BVI Business Company registered in the Territory of the British
Virgin Islands under Registration / File No. 2070410 which the Buyer intends to be listed for trading on the NASDAQ Stock Exchange
(“Pivotal Holdings”) (the “de-SPAC Process”). According, to the terms and conditions set forth in
this Agreement, SWVL INC will assume certain obligations of the Buyer vis-à-vis the Sellers and, among others, will pay on account
of the Buyer the portion of the Purchase Price described under Section 3 below, by transferring to the Seller or causing Pivotal
Holdings to issue to the Sellers the Pivotal Holdings Shares as stated herein.



 


		F.	The Buyer has conducted through its advisors, a limited due diligence exercise on the Company and the
Business (the “Due Diligence”) based on the information provided by the Sellers.



 


		G.	The Parties wish to set out the terms and conditions under which the Buyer shall purchase and acquire,
and the Sellers shall sell and transfer a number of shares representing 51% of the Capital Stock and votes of the Company. Moreover, the
Parties acknowledge that their intention is to mutually agree on terms for the future sale and transfer of the entirety of the Company’s
Capital Stock. In this regard, the Sellers also acknowledge that during the period of time commencing on the Execution Date and ending
six months after Closing, none of the shares of the Company will be offered, sold or otherwise transferred by the Sellers to any third-party
or issued by the Company to any of the Sellers or to any third party.



 


		H.	To facilitate the acquisition by the Buyer of 51% of the Company’s issued and outstanding capital
stock, the Sellers and the Company are willing to replace the existing capital stock structure consisting of Common Stocks and Preferred
Stocks for a structure consisting of a single class of shares.



 


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


 






    Page 4 of 89


     


    

 


CLAUSES


 


		1.	DEFINITIONS AND INTERPRETATION



 


		1.1	In this Agreement and the Schedules unless the context shall otherwise require:



 


		1.1.1	words and expressions shall be interpreted in accordance with and have the following meanings:



 


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


 


“Agreement” means the present
agreement;


 


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


 


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


 


“Basket” has the meaning set
out in Section 9.6.1.2


 


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


 


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


 


“Buyer” means SWVL GLOBAL FZE;


 


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


 


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


 


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


 


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


 


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


 


“Company” means VIAPOOL INC;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


		(i)	its Affiliates (excluding the
Company); and



 


		(ii)	each of their respective directors
and, in case of a Person which is an individual, the persons within its first degree of consanguinity or affinity.



 






    Page 5 of 89


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Founder 1”
means Mr. Alejandro Taubas;


 


“Founder 2” means Mr. Alejo
Matías Miragaya;


 


“Founder 3”
means Mr. Lionel Fridman;


 


“Founder 4” means Mr. Diego
Nomberg;


 


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


 


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


 


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


 


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


 


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


 


“Investor 1” means Chile Global
Ventures;


 


“Investor 2” means AVP Seed
Fund I;


 


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


 


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


 


“Investor 5” means CMPL Angel
Seed Fund LP;


 


“Investors” means Investor
1 to Investor 5;


 


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


 


“Long Stop Date” means March 31,
2022;


 






    Page 6 of 89


     


    

 


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


 


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


 


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


 


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


 


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


 


“Opcos’
Transfer Documents” means with respect to:


 


		(a)	the transfer of shares of MD Sas the following documents dated November 6, 2020: (i) the sale
and purchase of shares offer Nr. 01/2020 sent by Founder 1 and Founder 2 to the Company; (ii) acceptance letter to such offer sent
by the Company to Founder 1 and Founder 2; (iii) the notices of transfer of shares in the terms of section 48, of Argentine Law 27,349
executed by the Founder 1 and Founder 2; (iv) the pledge proposal 1/2020 sent by Founder 1 and Founder 2 to the Company; (v) acceptance
letter to such proposal sent by the Company to Founder 1 and Founder 2; (vi) the notices of pledge creation in the terms of section
215 of Argentine Law 19,550 executed by the Founder 1 and Founder 2; (viii) the irrevocable power of attorney granted by Founder
1, Founder 2 and his spouse by means of public deed 232, at page 632 of notarial registry 1950; and (ix) receipts and related
documents.



 


		(b)	the transfer of quotas of Viapool SRL the following documents dated November 6, 2020: (i) the
assignment of quotas offer Nr. 01/2020 sent by the Founders to the Company and MD Sas; (ii) acceptance letters to such offer sent
by each of the Company and MD Sas to the Founders; (iii) the notices of transfer of quotas in the terms of section 215 of Argentine
Law 19,550 executed by each of the Founders; (iv) the pledge proposal 1/2020 sent by the Founders to the Company and MD Sas; (v) acceptance
letters to such proposal sent by each of the Company and MD Sas to the Founders; (vi) the notices of pledge creation in the terms
of section 215 of Argentine Law 19,550 executed by the Founders; (viii) the irrevocable power of attorney granted by the Founders
and their spouses by means of public deed 231, at page 632 of notarial registry 1950; and (ix) receipts and related documents.



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    Page 7 of 89


     


    

 


“Registration Condition” means:


 


		(i)	obtaining the registration of the Company before the Dirección
Provincial de Personas Jurídicas of the Province of Buenos Aires, Argentina to act as a foreign shareholder or quotaholder
of a company in Argentina pursuant to Section 123 of the Argentine General Corporations Acts Nr. 19,550, as amended;



 


		(ii)	obtaining the registration of change of domicile
of both the Argentine OpCos from the City of Buenos Aires to the Province of Buenos Aires before the Dirección Provincial
de Personas Jurídicas of the Province of Buenos Aires, Argentina and
before the Inspección General de Justicia of the City of Buenos Aires;



 


		(iii)	the registration of the Company as sole shareholder of MD Sas in MD Sas’ digital shareholders ledger;
and



 


		(iv)	the registration before the Dirección Provincial de Personas Jurídicas of the Province
of Buenos Aires, Argentina of the Company and MD Sas as quotaholders of Viapool SRL with a 95% and 5% participation interest, respectively,
including the registration of any quota transfers and bylaw amendments, as applicable;



 


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


 


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


 


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


 


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


 


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


 


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


 


“Sellers” means jointly the Founders
and the Investors;


 


“SWVL INC” means SWVL INC;


 


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


 


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


 


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


 


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


 


“USD” or “$”
means American dollars;


 


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


 


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


 


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


 






    Page 8 of 89


     


    

 


		1.1.2	the headings, titles and subtitles, are inserted for convenience only and shall not affect the construction
of this Agreement;



 


		1.1.3	references to one gender include all genders;



 


		1.1.4	the expressions “ordinary course of business” or “business in the ordinary course”
mean the ordinary and usual course of business of the Company (including the operational and commercial policies, practices and procedures)
as conducted by the Company in the twelve months preceding the date hereof and according to the standard practices of the Company;



 


		1.1.5	reference to the singular shall include the plural and vice versa;



 


		1.1.6	where a word or expression is given a particular meaning, other grammatical forms or parts of speech of
such word or expression shall bear a corresponding meaning;



 


		1.1.7	unless otherwise stated, reference to Recitals, Clauses, Schedules and Exhibits are to recitals, clauses,
schedules and exhibits of and to the Agreement. The Schedules and Exhibits to this Agreement are hereby incorporated and made a part hereof
and are an integral part of this Agreement;



 


		1.1.8	when calculating the period of time, if the last day of such period is a non-Business Day, the period
in question shall end on the next succeeding Business Day, unless the specific provision expressly states otherwise;



 


		1.1.9	the word “including” or any variation thereof means “including, without limitation”
and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following
it;



 


		1.1.10	references in this Agreement to a statute mean such statute as amended from time to time and includes
any successor legislation thereto and any rules and regulations promulgated thereunder;



 


		1.1.11	the Parties have participated jointly in the negotiation and drafting of this Agreement and the other
agreements contemplated hereby and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be
construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue
of the authorship of any provision of this Agreement.



 


		2.	PURPOSE OF THIS AGREEMENT: SALE AND PURCHASE OF THE SHARES



 


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


 


		3.	PRICE AND METHOD OF PAYMENT OF THE PRICE



 


		3.1	Purchase Price and Title to the Shares



 


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


 


		3.2	Fixed Consideration



 






    Page 9 of 89


     


    

 


		3.2.1	The Buyer and SWVL INC shall pay to the Sellers a fixed amount for the Shares equal to $4,000,000 (the
 “Fixed Consideration”) which shall be payable as follows:



 


		3.2.1.1	$1,000,000 (hereinafter the “Payment at Closing”)
which shall be distributed between the Sellers (pro rata to the Shares that each Seller sells and transfers to the Buyer) as stated in
the Pre-Closing Certificate and shall be paid by the Buyer to the Sellers in cash on the Closing Date (the “Closing Cash Consideration”).



 


		3.2.1.2	Additionally, after Closing, a total amount of $ 3,000,000
shall be disbursed by the Buyer or SWVL INC in favor of the Sellers (the “Deferred Payment”) in the following terms:



 


		(i)	SWVL INC undertakes to pay the Sellers on account of the Buyer, an amount of 50,000 common shares of Pivotal
Holdings listed in the NASDAQ Stock Exchange, of $10 face value equivalent to $500,000 (the “Pivotal Shares”), through
the issuance by Pivotal Holdings of such Pivotal Shares to the Sellers (the “Roll Over”). The Roll Over shall be completed
immediately upon the earlier of (a) expiration of a thirty (30) day period following Completion of the De-SPAC Process, and (b) March 31,
2022.



 


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


 


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


 


		(ii)	Upon ten (10) business days counted as from the earlier of (a) March 31, 2022, or (b) the
Completion of the de-SPAC Process, an amount of $2,500,000 shall be paid by the Buyer to the Sellers in cash.



 


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


 


		(iii)	If the Buyer fails to make any of the Deferred Payments or to pay
any portion of the Contingent Consideration, the Sellers shall have the option in their sole discretion (by vote of the majority
of the Founders and the majority of the Investors)to take any of the following acts with respect to the entirety of the Shares or any
portion of them:



 


		A.	Sue for damages or specific performance;



 


		B.	Claim title to the not-paid-for Shares and exercise the Sellers
repurchase option granted by and consistent with this sub-section. If any portion of the Fixed Consideration is not paid by the final
day of the 180-day period following the Closing, then upon notice from the Sellers of their election to recover title to Shares that
have not been paid for, the Buyer shall automatically and immediately forfeit in favor of the Sellers, on a pro rata basis, its title
to a quantity of the Shares equal to the dollar amount of the unpaid Fixed Consideration divided by the Deemed Price Per Share. Additionally,
if the Contingent Consideration is not paid when due consistent with this Agreement, then upon notice from the Sellers of their election
to recover title to unpaid-for Shares, the Buyer shall automatically and immediately forfeit in favor of the Sellers, on a pro rata basis,
its title to a quantity of the Shares equal to the dollar amount of the unpaid Contingent Consideration divided by the Deemed Price Per
Share. Should Sellers elect to claim title to the not-paid-for Shares, Buyer shall cooperate in documenting the automatic forfeiture
and transfer of title to the Sellers by executing an acknowledgement of the transfer. Further, in the event of non-payment of the Fixed
Consideration within 180 days of the Closing or in the event of non-payment of the Contingent Consideration when due under this Agreement,
Sellers shall have the right to repurchase, on a pro rata basis (except any Investors choosing not to participate in this repurchase
option shall be excluded from the calculation of any pro rata amount), all paid-for Shares at 50% of the Deemed Purchase Price; or



 






    Page 10 of 89


     


    

 


		C.	Require the Buyer to make payment, or to cause SWVL INC (to which payment SWVL INC agrees) to make payment
of this deferred payment in shares consistent with the following:



 


		1.	If SWVL INC has achieved Completion of the de-SPAC Process, then the Shares payable shall be common shares
of Pivotal Holdings listed on the NASDAQ Stock Exchange which shall be transferred free of any charge to the Sellers. In this instance,
the Shares shall value at the lowest average daily value over any 10, 15, 30 or 60-day period in the 60 days preceding the last date of
the sixth month following Closing.



 


		2.	If SWVL INC has not achieved Completion of the de-SPAC Process, the Shares payable shall be common shares
of SWVL INC, which shall be transferred free of any charge to the Sellers. In this instance, the Shares shall be valued based on the $350,000,000.00
valuation of SWVL INC (fully diluted).



 


		3.2.2	Payments in cash of the Payment at Closing shall be made by means of a swift transfer in immediately available
funds to the bank accounts of the Sellers indicated to Buyer in writing in the Pre- Closing Certificate (the “Sellers’
Bank Accounts”), net of any charge or commission.



 


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


 


		3.3	Payments in cash of the Deferred Payment and the Contingent Consideration,
if any, shall be made by means of a swift transfer in immediately available funds to the bank accounts of the Sellers included in a certificate
to be provided by the Sellers to the Buyer before the payment, net of any charge or commission.



 


		3.4	Contingent Consideration



 


		3.4.1	In the event the Company (including all the OpCos) achieves during the year following the Closing, an
Annualized Run-Rate Revenue (“ARRR”), which shall mean the Company’s gross sales from any period of three consecutive
months multiplied by 4 in a range between $5,760,000 (the “Floor”) and $7,200,000 (the “Goal”, with
the difference between the Goal and the Floor defined as the “Desired Increase”), the Buyer shall pay to the Sellers,
on a date no later than thirteenth (13) months after the Closing and only if the Registration Condition was satisfied, contingent consideration
on a pro rata basis, the amount of which shall be determined as follows (which amount shall be known as the “Contingent Consideration”):



 


		(i)	ARRR shall be determined based on the Company’s performance during any three-month period in the
year following the Closing;



 


		(ii)	If reference to several periods would result in an ARRR above the Floor, the Parties shall determine Contingent
Consideration based on the period that would result in the highest ARRR;



 


		(iii)	If an ARRR equal to the Floor is achieved, the contingent consideration shall be $20,000.00 and if an
ARRR equal to or greater than the Goal is achieved, the contingent consideration shall be $500,000.00;



 


		(iv)	If the ARRR achieved is above the Floor but below the Goal, the Contingent Consideration payable shall
equal the amount of the difference between $500,000 and $20,000 (i.e., $480,000) that is proportional to the amount of the Desired Increase
determined by reference to the amount of the Company’s ARRR achieved above the Floor;



 


		(v)	In no event the Contingent Consideration will be greater than $500,000.00.



 






    Page 11 of 89


     


    

 


		3.4.2	In the event that the Contingent Consideration has been accrued but the Registration Condition has not
been satisfied before the expiration of thirteenth (13) months after the Closing, the payment of the Contingent Consideration shall be
postponed until the expiration of a two-week period as from the date in which the Registration Condition is satisfied and such is notified
to the Buyer in writing.



 


		3.4.3	The Parties expressly agree that the Contingent Consideration shall be, if finally accrued and payable,
a single amount that forms part of the total Purchase Price payable for the transfer of Sellers’ Shares to the Buyer, but that shall
in no event constitute or be deemed as a recurrent or regular (annually or otherwise) payment, remuneration or consideration of any nature.
With respect to non-tax purposes, none of the Fixed Consideration shall be subject to offset and only any Contingent Consideration payable
shall be subject to offset for any Seller’s Liabilities.



 


		3.5	Financial Statements through Closing Date as Condition to Certain Payments



 


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


 


		3.6	Acknowledgement of Sellers



 


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


 


		4.	DEBT, CASH AND WORKING CAPITAL CERTIFICATE



 


		4.1	The Sellers will provide to the Buyer five (5) Business Days prior to the Closing Date a certificate
(the “Debt, Cash and Working Capital Certificate” or the “DCWC Certificate”) stating:



 


		4.1.1	The amount of cash available (and free of disposal and not subject to any encumbrance or restriction)
on that date in (i) all of the Company’s and OpCos’ bank accounts, (ii) any bank deposits held by the Company and/or any
of the OpCos; and (iii) any other cash equivalent asset that may be included in any cash caption of the annual accounts;



 


		4.1.2	the amount of the Net financial Debt on that date and calculated in accordance with the terms and conditions
set forth under SCHEDULE 4.1.2; and



 


		4.1.3	the amount of Working Capital on that date.



 


		4.2	The Debt, Cash and Working Capital Certificate shall be included in the Pre-Closing Certificate set out
in Section 8.2. and shall be prepared and issued by the CFO of the Company, according to the terms set forth in this Agreement.



 






    Page 12 of 89


     


    

 


		4.3	The net result (i.e., the sum) of the Company’s Debt, Cash and Working Capital positions expressed
in the DCWC Certificate shall be used to calculate adjustments to the Purchase Price to be paid to each Seller by the Buyer in accordance
with this Agreement. Any negative net balance on the DCWC Certificate shall be offset exclusively from the Contingent Consideration and
no adjustments shall be made to the fixed consideration. Any positive net balance on the DCWC Certificate shall be held by the Company
to be used as a reserve for payment of any Sellers’ Liabilities (the “Liability Reserve”) incurred in excess
of the Contingent Consideration. At the time of expiration of the Sellers’ Liabilities or at the time of Buyers’ future purchase
of the 49% position held by the Sellers after the Closing, at the option of the Sellers, any positive balance remaining in the Liability
Reserve shall be deemed Property of the Sellers and shall be transferred to the Sellers on a pro rata basis.



 


		5.	CONDITIONS PRECEDENT



 


		5.1	The obligations of the Buyer to complete the Transaction is subject to the satisfaction or waiver on the
terms set forth therein of each of the following conditions precedent (the “Conditions Precedent”) prior to the Long
Stop Date (upon which date the Buyer’s obligation shall cease):



 


		(i)	The representations and warranties of the Sellers shall be
true and correct in all respects as of the Closing Date as though made on and as of the Closing Date.



 


		(ii)	The Company shall have adopted and filed with the Secretary
of State of the State of Delaware on or before the Closing Date the Amended and Restated Certificate of Incorporation substantially in
the form of SCHEDULE 5.1(ii) (the “Form of Restated Certificate”).



 


		(iii)	The authorized Capital Stock of the Company shall consist,
immediately prior to the Closing Date (assuming the filing of the New Restated Certificate in accordance with Section 5.1(i)), of
8,777,706 shares of common stock, of $ 0.00001 par value per share, issued, outstanding, duly authorized, fully paid, non-assessable
and issued in compliance with all applicable federal and state securities laws.



 


		(iv)	The holdings of each Seller in the authorized Capital Stock
of the Company shall be, immediately prior to the Closing Date (assuming the filing of the Restated Certificate in accordance with Section 5.1(i)),
as follows:



 


	Stockholder	 	Shares	 	 	%	 
	Alejandro Taubas	 	 	2,380,000	 	 	 	27.11	%
	Alejo Matías Miragaya	 	 	2,380,000	 	 	 	27.11	%
	Lionel Fridman	 	 	857,000	 	 	 	9.76	%
	Diego Nomberg	 	 	857,000	 	 	 	9.76	%
	Clin Fondo de Inversión Privado	 	 	1,163,859	 	 	 	13.26	%
	AVP Seed Fund I	 	 	126,649	 	 	 	1.44	%
	Angel Ventures Pacific Alliance Fund II Limited Partnership	 	 	490,347	 	 	 	5.59	%
	BANCO ACTINVER, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO ACTINVER, ACTING AS TRUSTEE OF IRREVOCABLE TRUST F/4862, DESIGNATED AV PACIFIC ALLIANCE TRUST II	 	 	142,902	 	 	 	1.63	%
	CMPL Angel Seed Fund LP	 	 	379,949	 	 	 	4.33	%
	Totals	 	 	8,777,706	 	 	 	100.00	%



 


		(v)	The Sellers and the Company shall have terminated and left without effect the Previous Transaction Agreements
(and removed any restriction arising thereto), and any other document, agreement or side letter creating and/or imposing any restrictions
on the governance of the Company and/or any Lien or restriction to the transfer of the Company’s Capital Stock.



 


		(vi)	Founder 1 and Founder 2 shall waive in writing any fees as managers of Viapool SRL since their appointment
until December 31, 2018.



 


		(vii)	The managers and directors of the Argentine OpCos shall have obtained the mandatory guarantee to secure
the performance of their duties in such capacity in favor of the Argentine OpCos.



 


		(viii)	The financial statements for the fiscal year ended on December 31, 2020 of the Argentine OpCos shall
have been approved.



 






    Page 13 of 89


     


    

 


		(ix)	The Company shall have filed before the Dirección Provincial de Personas Jurídicas
of the Province of Buenos Aires, Argentina, all the documentation required for purposes of obtaining its registration to act as a foreign
shareholder of a company in Argentina pursuant to Section 123 of the Argentine General Corporations Acts Nr. 19,550, as amended.



 


		(x)	The Argentine OpCos shall have (i) approved all corporate resolutions and actions required for purposes
of changing their domicile from the city of Buenos Aires to the Province of Buenos Aires; (ii) initiated all necessary filings and
procedures before the Dirección Provincial de Personas Jurídicas of the Province of Buenos Aires, Argentina for purposes
of obtaining the approval and registration of such of domicile; and (iii) be substantially in compliance with all requirements applicable
in accordance with regulations issued by the Inspección General de Justicia for purposes of filing the request for approval
of such change of domicile as soon as the registration is issued by the Dirección Provincial de Personas Jurídicas of
the Province of Buenos Aires.



 


		(xi)	The Sellers and Buyers approve and agree to any schedule, plan, or supplementary agreement called for
by this Agreement but that remains incomplete at the time of Execution of this Agreement.



 


		(xii)	The Sellers provide the Buyer a partial unaudited financial statement covering the period ending October 31
,2021.



 


		5.2	The obligation of the Sellers to complete the Transaction is subject to the Buyer’s execution of
the Executive Employment Agreement, to be effective as of the Closing Date, attached hereto as Schedule 5.2.



 


		5.3	The Sellers undertake to use all reasonable efforts so that the Conditions Precedent are satisfied as
soon as possible after the execution of this Agreement. The Sellers undertake to have the Buyer regularly informed about the satisfaction
of the Conditions Precedent. The Sellers shall promptly give notice to the Buyer of the Sellers’ satisfaction of the Conditions
Precedent (and in any event within 5 Business Days as from such moment) and provide evidence of such satisfaction (the “Completion
Notice”).



 


		5.4	The Parties’ obligation to carry out the Closing actions in accordance with Section 8.3 shall
be effective from the date on which the Conditions Precedent have been satisfied or waived by the Buyer on the terms set forth herein.
If one or more Conditions Precedent have not been satisfied and are waived by the Buyer at its sole discretion, such Conditions Precedents
shall be satisfied after Closing and will constitute a condition for payment of the Deferred Payment and the Contingent Consideration.



 


		5.5	This Agreement is effective by means of its execution by the Parties, being therefore binding and enforceable
upon them from the date hereof; provided, however, that the completion of the Transaction (meaning the effective transfer of the Shares
to the Buyer) is postponed until the Conditions Precedent are satisfied or waived by the Buyer and is subject to the occurrence of the
Closing. Upon the satisfaction or waiver by the Buyer of the Conditions Precedent, and the occurrence of the Closing, in each case on
the terms set forth herein, the effectiveness of the purchase and sale of the Shares shall be as of the Closing Date.



 


		5.6	The Sellers may not rely on the failure of any Condition Precedent set forth hereto to be satisfied (or
to be able to be satisfied) to excuse them from their obligation to effect the Closing.



 


		5.7	If upon satisfaction or waiver by the Buyer of the Conditions Precedent, any and/or all of the Sellers
fail to transfer the Shares to the Buyer, the Buyer shall have the option (at is sole discretion) to take any of the following acts:



 


		A.	To require the any and/or all the remaining Sellers (in which case the remainder Sellers will be obliged,
pro-rata to their respective stake in the Company at the Closing Date) to sell to the Buyer the amount of shares as necessary to enable
Buyer to acquire an aggregate amount of Shares representing 51% of the Capital Stock and votes of the Company at the Closing Date, without
prejudice of the right of the Buyer to sue for damages and/or specific performance against the Seller/s that failed to transfer its/their
Shares. The Founders shall make their best efforts in order for the Sellers to transfer shares as necessary to enable Buyer to acquire
an aggregate amount of Shares representing 51% of the Capital Stock and votes of the Company at the Closing Date, and Founders specifically
commit to transfer shares owned by them at the Closing date, even in excess to their pro-rata stake in the Company in the event of failure
of any Seller to transfer its shares. The Sellers and the Company irrevocably waive as from the Execution Date any right of first refusal,
co-sale, drag along or similar right arising out from the Previous Transaction Documents or any other document that may prevent the Sellers
from entering into this Agreement and executing the transfer of shares in favor of the Buyer; and/or



 






    Page 14 of 89


     


    

 


		B.	Sue for damages and/or specific performance; and/or



 


		C.	Terminate the Agreement in accordance with Section 6.



 


		6.	TERMINATION



 


		6.1	Termination.



 


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


 


		(i)	by mutual written consent of
the Buyer and the Sellers;



 


		(ii)	by Sellers acting jointly,
upon written notice to the Buyer, in the event of a breach by the Buyer of any material representation, warranty, covenant or other agreement
contained in this Agreement, provided however that that the right to terminate this Agreement under this Section 6.1(ii) shall
not be available to the Sellers if any of them is in material breach of its obligations, covenants and undertakings set out in this Agreement;
or



 


		(iii)	by the Buyer, upon written
notice to the Sellers, in the event: (a) of a breach by any of the Sellers of any material representation, warranty, covenant or
other agreement contained in this Agreement, provided however that that the right to terminate this Agreement under this Section 6.1(iii)(a) shall
not be available to the Buyer if the Buyer is in material breach of its obligations, covenants and undertakings set out in this Agreement;
or (b) any of the Conditions Precedents set forth in Section 5.1 have not been satisfied by Sellers or waived by the Buyer
 –at its sole discretion- by the Long Stop Date.



 


		6.2	Effect of Termination.



 


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


 


		(i)	in the event the Agreement is terminated pursuant to Section 6.1(ii), the termination of the Agreement
will not release the Buyer of any responsibility or obligation to compensate and indemnify the Sellers for any damages derived from its
breach incurred during the period between execution of this Agreement and the Closing Date, which in any case shall be limited to $50,000.00;



 


		(ii)	in the event the Agreement is terminated pursuant to Section 6.1(iii), the termination of the Agreement
will not release the Sellers of any responsibility or obligation to compensate and indemnify the Buyer for any damages derived from their
breach incurred during the period between execution of this Agreement and the Closing Date or from the non-fulfilment of any of the Conditions
Precedent, which in any case shall be limited to $50,000.00. Provided, however, that (i) there shall be no liability for the Sellers
if, after the exercise of its best commercial diligence, cannot satisfy a Condition Precedent because satisfaction of such Condition is
not wholly within Sellers’ control.



 


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


 


		7.	INTERIM PERIOD



 


		7.1	From the Execution Date, the Sellers undertake to manage and operate the Company and the OpCos in the
ordinary course of business in accordance with past practices and in all material respects until the Closing Date (the “Interim
Period”) and in particular, during the Interim Period, they undertake that the Company does not:



 


		(i)	make any substantial change to the nature or organization of its Business;



 






    Page 15 of 89


     


    

 


		(ii)	discontinue or cease to operate all or a material part of the Business;



 


		(iii)	acquire or agree to acquire any share or other interest in any company, entity, partnership or other venture;



 


		(iv)	dispose of any part of its assets except in the ordinary course of trading;



 


		(v)	enter into any agreement or incur any commitment involving any capital expenditure which, together with
all other capital commitments entered into between the date of this Agreement and the Closing Date, exceeds $ 50,000;



 


		(vi)	terminate or adversely change the terms of any material contract;



 


		(vii)	increase the salary of any officer, director or employee of the Company except for increases (i) carried
out in accordance with the terms of the employment contracts which are in force as of the date hereof; (ii) carried out in accordance
with the terms of collective bargaining agreements, collective agreements or other similar arrangements binding upon the Company, as may
be amended during the Interim Period following standard practices in the sector or of the Company;



 


		(viii)	hire any employee with a fixed annual salary in excess of $ 75,000, except to the extent that any such
employee is hired to replace another whose fixed annual salary exceeded such amount;



 


		(ix)	grant to, or otherwise enter in to, any loans for the benefit (whether direct or indirect) of any officer,
director or employee; or



 


		(x)	pay any employment bonus or any other irregular or non-ordinary course benefit or payment to any officer,
director or employee;



 


		(xi)	assign, license, charge or otherwise dispose of any Intellectual Property Rights other than software licenses
of use which may be granted in the ordinary course of business;



 


		(xii)	incur any additional borrowings (other than as expressly provided for in this agreement or by bank overdraft
or similar facility in the ordinary course of business and within the limits subsisting at the date of this Agreement) or incur any other
financial indebtedness;



 


		(xiii)	declare, make or pay any dividend or other kind of distribution (including the reimbursement of contributions)
to shareholders;



 


		(xiv)	take part in any merger, spin-off or any other structural change or winding-up or file an application
for insolvency or liquidation;



 


		(xv)	make any change in its business structure or organization;



 


		(xvi)	increase or decrease its share capital, issue any new shares, options, warrants, bonds or any other securities
or rights granting the right to acquire or subscribe for shares in the Company; and



 


		(xvii)	grant or create any charge over any asset or shares of the Company and/or any of the OpCos, other than
charges arising by operation of Law in the ordinary course of business.



 


		7.2	Notwithstanding the provisions of Section 7.1 above, the Sellers may request authorization from the
Buyer in order to carry out the actions provided for in such clause, by means of a written notice to the Buyer, in accordance with the
terms provided for in Section 22 below and which shall not be unreasonably withheld or delayed by the Buyer. In the event that the
Buyer do not respond to the notification of the Sellers within five (5) days from the receipt of the same, the Sellers shall be entitled
to carry out such actions.



 


		8.	CLOSING



 


		8.1	Date



 


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


 






    Page 16 of 89


     


    

 


		8.2	Pre-Closing Certificate



 


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


 


		8.3	Actions at Closing



 


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


 


		8.3.1	Actions to be carried out by all Parties:



 


		8.3.1.1	Deed of Closing. The Parties shall execute a deed of transfer of shares pursuant to which, inter alia,
the Sellers shall transfer ownership and deliver the Shares to the Buyer and the Buyer, in turn, acquires and receives the Shares.



 


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


 


		(i)	Grant the Buyer acknowledgement of receipt of the Payment at Closing received pending due receipt of the
transfer of funds;



 


		(ii)	transfer ownership of the Shares to the Buyer according to the relevant proportions; and



 


		(iii)	ratify the Sellers Representations and Warranties;



 


		(iv)	release the Buyer and its Affiliates, including the Company, from any claim the Sellers may have against
the Company (or the Buyer and its Affiliates as acquiror of the Company) based on events occurred prior to Closing or based on the Sellers’
prior ownership of the Shares; and



 


		(v)	acknowledge the lack of satisfaction of Conditions Precedents, if any, in which event Section 5.3
shall apply.



 


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


 


		(i)	declare that it has received from the Sellers the Pre-Closing Certificate prior to Closing in accordance
with Section 8.2 above; and



 


		(ii)	ratify the Buyer Representations and Warranties.



 


		8.3.1.2	The Parties and the Company shall execute a new shareholders’ agreement of the Company, a draft
of which is attached hereto as SCHEDULE 8.3.1.2 (the “New Shareholders’ Agreement”). The Sellers shall
provide to the Buyer a written proof of termination of the Previous Transaction Agreements and release of any and all Liens on the Company’s
Capital Stock, executed by the Sellers before or the same day as Closing Date.



 


		8.3.1.3	Others. The Parties shall take any other steps and execute any other documents which it may be reasonably
necessary to carry out or execute on the Closing Date in order to give effect to this Agreement.



 


		8.3.2	Actions to be carried out by the Sellers:



 


		8.3.2.1	The Sellers shall deliver to the Buyer evidence of the record of the transfer of the Shares in the registries
of the Company.



 


		8.3.2.2	Deliver or make available to the Buyer or their counsel the Company’s and the OpCos’ corporate
books (Company’s and OpCos’ books of minutes, shareholders registry book) as well as all the corporate documents, keys, passwords,
and any other documentation of the Company.



 






    Page 17 of 89


     


    

 


		8.3.2.3	Deliver or make available to the Buyer or their counsel the original OpCos’ Transfer Documents.



 


		8.3.2.4	Deliver a certificate issued by the governing body of each of the Sellers confirming that all the statutory
and legal requirements for the transfer of the Shares have been complied with.



 


		8.3.2.5	Deliver a certificate of secretary of the board of directors of the Company attesting that any legal requirements
under the Company’s certificate of incorporation and by-laws to transfer the Shares have been fulfilled.



 


		8.3.2.6	Deliver a copy of the resolutions of the General Shareholders’ Meeting or the relevant corporate
body of each of the Sellers approving the Transaction, should it be applicable.



 


		8.3.2.7	Deliver one or more tax certificates stating that the Company and the OpCos have timely complied with
the tax obligations during the last twelve (12) months.



 


		8.3.2.8	Deliver the Buyer letters of resignation duly signed by the members of the board of directors of the Company
(but not the OpCos), sufficient to allow for the Buyer to occupy the quantity of seats on the board of directors for which Buyer (of the
Buyer’s delegee) is entitled to vote, pursuant to which the said persons resign from their positions as directors of the Company,
as applicable.



 


		8.3.2.9	Deliver the Buyer all directors (and control persons through powers of attorney) shall deliver acknowledgement
duly signed by each and all directors and managers of the Company and the OpCos (and control persons through powers of attorney) stating
that they have no claims or waive all claims (including fees and any remuneration accrued until Closing) against the Company and the OpCos.



 


		8.3.2.10	Provide the Buyer with a list of the powers of attorney granted by the Company and the OpCos which are
in force at Closing Date.



 


		8.3.3	Actions to be carried out by the Buyer:



 


		8.3.3.1	Deliver a copy of the minutes of the General Shareholders Meeting of the Company (with Buyer as shareholder),
or similar document such as resolutions approved by unanimous consent in lieu of a meeting, which shall acknowledge the resignation of
the former members of the Board of Directors (but only as necessary to carry out the board structure agreed in the New Shareholders Agreement),
approve their management and make the new appointments to fill each of the positions on the new Board of Directors to be structured in
accordance with the New Shareholders’ Agreement.



 


		8.3.3.2	Pay to the Sellers the portion of the Payment at Closing as described under Section 3.2. to the bank
account of the Sellers.



 


		9.	SELLER’S LIABILITY REGIME



 


		9.1	Sellers Representations and Warranties



 


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


 


		9.2	Obligation of the Sellers to indemnify the Buyer



 


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


 


		9.2.1	Any breach of the Fundamental Representations
                                            and Warranties set forth in PART A of SCHEDULE 9 that proves to be inaccurate,
                                            untrue, incomplete or misleading as of the date of this Agreement or the Closing Date.



 






    Page 18 of 89


     


    

 


		9.2.2	Any breach of the Business Representations
                                            and Warranties set forth in PART B of SCHEDULE 9 that proves to be inaccurate,
                                            untrue, incomplete or misleading as of the date of this Agreement or the Closing Date.



 


		9.2.3	The breach of any of the contractual obligations undertaken by the Sellers under this Agreement or under
any of the Transaction Documents.



 


		9.3	Notwithstanding the above, in any case, each Seller makes only the Sellers’ Fundamental Warranties
for itself only, and no Seller shall be liable for the untruth or breach of the Sellers’ Fundamental Warranties of any other Seller.



 


		9.4	For the avoidance of doubt, the Sellers shall in no case be liable for any claim for Damages arising as
a result of any breach of the Sellers Representations and Warranties contained in this Agreement to the extent circumstances giving rise
to the breach of the Sellers Representations and Warranties had been expressly and fairly disclosed, excepted or qualified in such Representations
and Warranties.



 


		9.5	For the purposes of this Agreement, “Damage” include any loss, damage, harm, charge,
liability, depreciation, penalty, fine, or surcharge, interest or expense of any kind (including the fees or costs related to attorneys,
agents in court, notaries, auditors, accountants, experts or other professionals), but excluding any consequential, indirect or punitive
damages and loss of profit.



 


		9.6	Monetary limits



 


		9.6.1	Monetary limit for Business Representation and Warranties



 


		9.6.1.1	The Sellers shall not be liable for any Damages resulting from the breach of the Sellers Business Representations
and Warranties in an amount lower than TEN THOUSAND UNITED STATES DOLLARS ($ 10,000) (the “de Minimis Franchise”).



 


		9.6.1.2	The Sellers shall not be liable for any Damages resulting from the breach of the Sellers Business Representations
and Warranties unless the amount recoverable, when aggregated with the amount of all Claims or Third Party Claims in respect of which
the Buyer are entitled to recover (excluding, for the avoidance of doubt, any Claim or Third Party Claim for which the Buyer were not
entitled to recover by reason of Section 9.6.1.1) exceeds FIFTY THOUSAND UNITED STATES DOLLARS ($ 50,000) (the “Basket”),
in which event the whole amount of all such Claims or Third Party Claims shall be recoverable and not merely the excess.



 


		9.6.1.3	The maximum aggregate liability payable by Sellers in respect of all and any Claims or Third Party Claims
(the cap) resulting from the breach of Business Representations and Warranties, after giving effect to the exclusions provided for in
Clauses 9.6.1.1 and 9.6.1.2, shall be 50% of the Purchase Price received by the Sellers at any time.



 


		9.6.1.4	The maximum overall aggregate liability of the Sellers resulting from any of the Sellers’ Fundamental
Representations and Warranties being untrue, inaccurate, incomplete or misleading shall not exceed a total amount equivalent to one hundred
per cent (100%) of the Purchase Price received by the Sellers at any time.



 


		9.6.1.5	Additionally, the Parties agree that any Leakages (as this term is define
under section 2.4 of the Business Representations and Warranties) shall be paid dollar for dollar and, for the avoidance of doubt, shall
not be subject to the exclusions provided for in Clauses 9.6.1.1 and 9.6.1.2 or any other cap on liability.



 


		9.7	Time limitations to serve notice of claims for breach of Representations and Warranties



 


		9.7.1	In order for the Sellers to be liable to the Buyer for Damages under this Agreement resulting from the
breach of Business Representations and Warranties, the relevant claim for liability against the Sellers shall be sent by the Buyer within
two (2) years from the date hereof.



 


		9.7.2	Notwithstanding the foregoing, the Buyer shall be entitled to claim liability from the Sellers for Damages
arising from tax, regulatory, environmental, social security or employment matters, or in relation to any criminal offence or compliance
matter (including under any anticorruption, an anti-bribery or anti money laundering laws or regulations), or for breach of any Fundamental
Representations and Warranties, for the entire period set out under the applicable statute of limitations, plus thirty (30) days thereafter.



 






    Page 19 of 89


     


    

 


		9.7.3	The Sellers shall notify and/or cause the Company to notify Buyer promptly upon becoming aware of any
fact or circumstance that may entail a breach of the Sellers Representations and Warranties or give rise to a Damage under this Agreement,
providing all available details and information on the relevant fact or circumstance.



 


		9.8	Recovery from a third party



 


		9.8.1	If the Sellers have paid an amount in discharge of any Claim or Third-Party Claim, and the Buyer or the
Company recovers from a third party a sum which indemnifies or compensates the Buyer or the Company (in whole or in part) for the Damages
which are the subject matter of such Claim or Third-Party Claim, the Buyer or the Company shall pay to the Sellers as soon as practicable
after receipt of such sum an amount equal to the sum recovered from the third party less any costs and expenses incurred in obtaining
such recovery.



 


		9.9	Other limitations of liability



 


		9.9.1	Provisions and reserves. The Sellers shall not be liable in respect of any Damage or claim if and
to the extent it is based on a matter reflected in or provided for or reserved (up to the amount of such provision or reserve) in the
Financial Statements but only to the extent of such amount.



 


		9.9.2	Actual nature of a loss. The Sellers will only be liable in respect of a Damage actually suffered
by the Buyer or the Company or the OpCos. In particular, without limiting the generality of the foregoing, if any Damage shall arise by
reason of some liability which at the time that the claim is notified to the Sellers is contingent only, the Sellers shall not be under
any obligation to make any payment to the Buyer until such time as such contingent liability ceases to be so contingent and has become
an actual liability.



 


		9.9.3	Insurance: The Sellers shall not be liable in respect of Damage to the extent that the Claim relates
to any Damage which is effectively recoverable (and recovered) by the Buyer (or any assignee or successor in title thereof) or the Company
or the OpCos from any of its insurers whether such insurance is taken out before or after the Closing Date.



 


		9.9.4	No double recovery. The same Damage under this Agreement shall only give rise to one recovery by
the Buyer under this Agreement.



 


		9.9.5	Change in Law. The Sellers shall not be liable in respect of a change in any applicable Law or
substantial change in the interpretation of any applicable Law by any applicable court or by any Governmental Authority, in either case
occurring after the date of this Agreement, whether or not that change, amendment or withdrawal purports to be effective retrospectively
in whole or in part after the Closing Date.



 


		9.9.6	Mitigation. Nothing in this Agreement restricts or limits the general obligation at Law of the
Buyer to mitigate any Damage which it may suffer or incur as a consequence of any breach of any Sellers’ Warranties or any other
provision of this Agreement or in relation to any other matter, event or circumstance which gives rise to a Damage. Where the Sellers
are, or may become, under any obligation to make any payment to the Buyer pursuant to this Agreement the Buyer shall take all reasonable
steps to mitigate the Damage in respect of which the payment is or may become due.



 


		9.10	Sole Remedy



 


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


 


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


 






    Page 20 of 89


     


    

 


		9.11	Indemnified Parties.



 


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


 


		10.	CLAIMS PROCEDURE



 


		10.1	Notice of a Claim.



 


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


 


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


 


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


 


		10.2	Seller’s Response.



 


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


 


		(a)	The Sellers consider that the Claim is covered by the Sellers
Representations and Warranties or constitutes any other Damage under this Agreement.



 


		i.	and accepts the amount of the Claim, in which case the Sellers
shall pay to the Buyer the amount of the Claim.



 


		ii.	but does not agree with the amount of the Claim, in which
case any of the Parties may start the court proceedings contemplated in Section 23 below, but only in respect of the disputed amount.



 


		(b)	The Sellers consider that the Claim is not covered by the
Sellers Representations and Warranties, or it does not constitute any breach under the Agreement and, therefore, they have no obligation
to indemnify the Buyer for any Damages. In this case, the Buyer and any Seller may start the court proceedings contemplated in Section 23
below.



 


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


 


		10.3	Third Party Claim.



 


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


 


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


 






    Page 21 of 89


     


    

 


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


 


		(a)	Promptly execute as many powers of attorney (including general
powers to conduct litigation) in favor of as many attorneys and solicitors as the Sellers may reasonably request. The Buyer may however
appoint its own co-counsel (at the Buyer’s expense), in which case the Buyers and Sellers shall consult regarding actions and strategies
to be taken.



 


		(b)	Make available to the Sellers on a timely basis all documents,
records and other materials in the possession of the Buyer required by the Sellers for its use in defending the Third-Party Claim and
shall otherwise cooperate with the Sellers in the defense of such a claim.



 


		(c)	not have the right to settle, adjust, accept or compromise
such Third-Party Claim without the consent of the Sellers; provided, however, that the Sellers shall not unreasonably withhold or delay
such consent.



 


		(d)	be obliged to proceed with any recourse or appeal in the relevant
Third-Party Claim proceedings if so requested by the Sellers;



 


		(e)	be under a duty of diligence when directing the defense of
a Third-Party Claim and shall make all reasonable efforts to mitigate the Damage that may result from any such Third-Party Claim.



 


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


 


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


 


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


 


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


 


		10.4	The Sellers expressly agree that all notices and responses relating to Claims will be addressed to all
of them and replied jointly.



 


		11.	PAYMENT AND SET OFF OF CLAIMS



 


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


 


		12.	REPRESENTATIONS AND WARRANTIES OF THE BUYER AND SWVL INC



 


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


 






    Page 22 of 89


     


    

 


		12.1	The Buyer and SWVL INC represent and warrant to the Sellers that:



 


		(a)	Each of the Buyer and SWVL INC. is a company duly incorporated,
validly in existence and in good standing under the laws of its jurisdiction, and it has full power to conduct its business as conducted
at the date of this Agreement.



 


		(b)	The Buyer has full capacity to buy and acquire the Shares,
to enter into this Agreement, the Transaction Documents and execute the Transaction. No consent, approval or authorization which has
not been obtained at the date of this Agreement or the Transaction Documents is required by it for entering into the Agreement or the
Transaction Documents and executing the Transaction.



 


		(c)	SWVL INC has full capacity to enter into this Agreement and
the Transaction Documents and fulfill the payment undertakings contained therein when due. No consent, approval or authorization which
has not been obtained at the date of this Agreement is required by it for entering into the Agreement, the Transaction Documents and
executing the Transaction.



 


		(d)	This Agreement and the Transaction Documents create valid
and binding obligations over each of the Buyer and SWVL INC, which are fully enforceable against them in accordance with the terms and
conditions set out in the Agreement and the Transaction Documents.



 


		(e)	The execution and performance of this Agreement and the Transaction
Documents does not entail a breach of



 


		(i)	any law, regulation, judgement, order, norm or case-law applicable
to the Buyer or SWVL INC, including the applicable anti-money laundering laws and, in particular, that the origin of the funds paid by
the Buyer or SWVL INC to the Sellers is lawful and does not come from any activity contrary to the legislation to which it is subject;



 


		(ii)	the Buyer or SWVL INC by-laws or deed of incorporation; or



 


		(iii)	any contract, agreement or instrument to which the Buyer,
SWVL INC, or the shareholders of either the Buyer or SWL Inc., is a party.



 


		(f)	Each of the Buyer and SWVL INC. is not insolvent or bankrupt
under the laws of its jurisdiction, nor unable to pay its debts as they fall due.



 


		(g)	Each of the Buyer and SWVL INC. has available cash or available
financing facilities which will at the Closing Date and at the other payment dates in accordance with this Agreement provide the necessary
cash resources to meet its obligations under this Agreement.



 


		12.2	No other representations and warranties.



 


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


 


		12.3	The Buyer undertakes to indemnify and hold the Seller harmless from and against any effective Damages
directly and exclusively resulting from any of the Buyer’s Representations and Warranties that proves to be untrue as of the date
of this Agreement. Any Claim served by the Sellers in respect of the untruthfulness of any of the Buyer’s Representations &
Warranties, as well as the Buyer’s response to such a Claim, shall be made, mutatis mutandis, in accordance with -and subject
to the limitations established in Sections 10.1 and 10.2 above.



 


		13.	JOINT AND SEVERAL LIABILITY BETWEEN BUYER AND SWVL INC



 


		13.1	The Buyer and SWVL INC (shall be jointly and severally liable for any and all of the obligations assumed
by the Buyer and/or SWVL INC under this Agreement and the Transaction Documents and the Sellers shall be free to claim the fulfillment
of any obligation of the Buyer and/or and SWVL INC under this Agreement or the Transaction Documents (in particular the payment obligations
set forth in Clause 3 above) to any of them (the Buyer and/or SWVL INC) without limitation, regardless of whether the Buyer or SWVL INC
has individually assumed the relevant obligation herein.



 






    Page 23 of 89


     


    

 


		14.	NON-COMPETE UNDERTAKING



 


		14.1	The Sellers acknowledge that the obligations established in this Section are essential for the Buyer
to enter into this Agreement under the conditions established therein, that said obligations are necessary to ensure the continuity of
the Company’s Business and that its breach may cause substantial damage to the Buyer and the Company and/or the OpCos. Therefore, the
Sellers acknowledge that there is a legitimate interest, both commercial and industrial, in regulating this non-competition agreement,
the non-use of names, brands and domains, and the non-solicitation, and they acknowledge that the resulting limitations of this Agreement
are adequate and reasonable.



 


		14.2	The Sellers whether acting directly or indirectly through any related party, Affiliate, on his behalf
or on behalf of any third party, undertake from a period of three (3) years from the date hereof and in relation to the geographic
scope of Europe, Latam, MENA, Pakistan, South Asia, South East Asia, India and Turkey to refrain from, directly or indirectly:



 


		(i)	carrying out any activities or operations that compete with the Company’s and/or OpCos’ Business,
or managing, controlling, or providing advice or services to any third party that carries out activities or operations that compete with
the Company’s and/or OpCos’ Business;



 


		(ii)	promoting, sponsoring or acquiring or holding an interest in any third party, entity or business engaged
in activities or operations that compete with the Company’s and/or OpCos’ Business, except that this commitment shall apply
only to the Founders and shall not restrict the Company’s passive investors from any of the specified activities;



 


		(iii)	entering into any employment, commercial or professional relationship with any third party, entity or
business engaged in activities or operations that compete with the Company’s and/or OpCos’ Business, except that this commitment
shall apply only to the Founders and shall not restrict the Company’s passive investors from any of the specified activities;



 


		(iv)	approach or solicit any Person, firm or company who has within two years prior to the Closing been a regular
customer of the Company and/or OpCos’ in relation to the Business;



 


		(v)	hiring, enticing away or attempting to hire any employee or member of the management team or persuading
them to resign from their position with the Company and/or the OpCos;



 


		(vi)	interfering with, endangering or otherwise damaging the Company’s and/or the OpCos business, reputation
or commercial relationships with third parties, however, that the foregoing will not prevent a Seller from entering into any contract
with any person who responds to general advertising or a general solicitation not targeted to the employees of the Company and/or the
OpCos;



 


		(vii)	using or applying for domain names, trade names, trademarks, logos or any other signs that are identical
or similar to those used by the Company or the OpCos, or using or applying for any Intellectual Property Rights in relation to any product,
process or service developed by or within the Company or the OpCos; or



 


		(viii)	making any oral or written statements to third parties whether in public or private that might adversely
affect the Company and/or any of the OpCos, its reputation or its employees or business activities.



 


		14.3	For the avoidance of doubt, holding securities of listed companies, to the extent they do not represent
a percentage equal to or greater than five percent (5%) of the share capital of a listed company shall not be considered a breach of this
Section 14.



 


		15.	CONFIDENTIALITY



 


		15.1	The Parties shall, and also shall oblige their Affiliates, keep all information contained in this Agreement,
its Schedules and any additional agreements or ancillary documents that the Parties may execute under (or in connection with) this Agreement,
as well as any exchanged information relating to Sellers or the Business (jointly, the “Confidential Information”),
strictly confidential.



 


		15.2	Each Party agrees to make the Confidential Information accessible to its directors, officers, employees,
agents or professional advisors (all of whom shall be informed of the confidentiality thereof and shall agree to keep it strictly confidential)
only as far as necessary for the completion of this Agreement.



 






    Page 24 of 89


     


    

 


		15.3	This confidentiality undertaking will not apply to any Confidential Information which is or becomes (other
than as a result of any act or default by any of the Parties) part of the public domain, but solely from the date on which such Confidential
Information has become part of the public domain, as well as in case disclosure of Confidential Information is required to comply with
any applicable law or the de-SPAC Process or request issued by a court of competent jurisdiction or any governmental or regulatory authority
(including any rules or regulations of any stock exchange to which a Party or the members of its group are subject) or to the extent
required to complete any actions, perform any obligations or enforce any rights set forth in this Agreement.



 


		15.4	In the event that the Parties consider that it would be appropriate to issue a press release regarding
this Agreement, such a press release shall be agreed and jointly issued by the Parties. In no case, such press release shall include information
regarding the Purchase Price.



 


		16.	ASSIGNMENT OF THE AGREEMENT



 


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


 


		17.	TAXES AND EXPENSES



 


		17.1	Any and all taxes, costs and expenses incurred in connection with this Agreement will be borne by the
Parties in accordance with the provisions hereof and the law. Each of the Parties shall bear the fees of their own lawyers, accountants
and advisors.



 


		17.2	If any action at law or in equity (including, arbitration) is necessary to enforce or interpret the terms
of any of the Transaction Documents, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements
in addition to any other relief to which such party may be entitled.



 


		18.	NO FINDER’S FEES



 


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


 


		19.	DELAYS OR OMISSIONS



 


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


 


		20.	ENTIRE AGREEMENT



 


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


 


		21.	INVALIDITY



 


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


 






    Page 25 of 89


     


    

 


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


 


		22.	NOTICES AND COMMUNICATIONS. REPRESENTATION OF THE SELLERS



 


		22.1	Any notice and communication under this Agreement shall be made in writing (in English), and delivered
personally, with acknowledgement of receipt, or sent by registered post with acknowledgement of receipt, email with delivery confirmation
or any other reliable means providing evidence of receipt. The Parties’ addresses for service shall be the ones indicated in SCHEDULE
22.



 


		22.2	Notices shall be deemed to have been duly served on the date of the written confirmation of their receipt
by the recipient (if sent by email, on the date on which the sender receives a confirmation of “delivered” or “read”
from its own system; if sent by registered post, on the date of the acknowledgement of receipt -or rejection of receipt- of the notice
at the relevant address) and, if delivered personally, on the date of delivery; always provided that such notices are received/delivered
on a Business Day before 19:00 hours (recipient’s time). If they were received/delivered on a Business Day after 19:00 hours (recipient’s
time), they would be understood to be received/delivered on the following Business Day for the purposes of this Agreement.



 


		22.3	The Parties shall notify each other any change of their addresses or contact details, which shall be effective
on the fifth Business Day after receipt of the notice, unless it specifies a different date from which the change of address or contact
details shall be effective.



 


		22.4	The Sellers agree that, after execution, Founder 1 and Founder 2 shall represent the Sellers in connection
with any notice required or authorized under this Agreement. Founder 1 and Founder 2 shall be obligated to communicate to the Sellers
any notice sent by the Buyer to the Sellers and to correspond with the Buyer on behalf of the Sellers when required or called for under
the Agreement or when desired by the Sellers. The Sellers further agree that matters requiring an action or decision of the Sellers shall
be made, independently of any process involving the Buyer, by any group of Sellers holding more than 50% of the total quantity of the
Company’s shares owned by the various Sellers, which may be referred to herein as a “majority” of the Sellers. Buyer
shall not be responsible for verifying in any case if Founder 1 and Founder 2 comply with their obligation to communicate to the remaining
Sellers any notice or to verify if any action taken by the Sellers is taken in compliance by the majority of Sellers stated herein.



 


		22.5	Each of the Sellers and Buyer consents to the delivery of any stockholder notice pursuant to the Delaware
General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant
to Section 232 of the DGCL (or any successor thereto) at the e-mail address set forth below such Purchaser’s name on the signature
page or SCHEDULE 22, as updated from time to time by notice to the Company. To the extent that any notice given by means of
electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until
a new or corrected email address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been
given. Each of the Sellers and Buyer agrees to promptly notify the Company of any change in its e-mail address, and that failure to do
so shall not affect the foregoing.



 


		23.	GOVERNING LAW & DISPUTE RESOLUTION



 


		23.1	Governing Law & Personal Jurisdiction.



 


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


 






    Page 26 of 89


     


    

 


		23.2	Arbitration.



 


		a.	The parties hereto agree that any dispute or controversy arising
out of, relating to, or in connection with this Agreement, the Transaction Documents or the transactions contemplated hereby (a “Dispute”)
shall be arbitrated pursuant to the Delaware Rapid Arbitration Act, 10 Del. C. § 5801, et seq. (the “DRAA”).
The parties agree to take all steps necessary or advisable to submit any Dispute that cannot be resolved by the parties for arbitration
under the DRAA (the “Arbitration”) in accordance with this Section 9.5, and each party represents and warrants
that it is not a “consumer” as such term is defined in 6 Del. C. § 2731. By executing this Agreement, (i) each
party hereby waives, and acknowledges and agrees that it shall be deemed to have waived, any objection to the application of the procedures
set forth in the DRAA, (ii) consents to the procedures set forth in the DRAA, and (iii) acknowledges and agrees that it has
chosen freely to waive the matters set forth in subsections (b) and (c) of Section 5803 of the DRAA. IN CONNECTION THEREWITH,
EACH PARTY UNDERSTANDS AND AGREES THAT IT SHALL RAISE NO OBJECTION TO THE SUBMISSION OF THE DISPUTE TO ARBITRATION IN ACCORDANCE WITH
THIS SECTION 6(h) AND THAT IT WAIVES ANY RIGHT TO LAY CLAIM TO JURISDICTION IN ANY VENUE AND ANY AND ALL RIGHTS TO HAVE THE
DISPUTE DECIDED BY A JURY.



 


		b.	The Arbitration shall be conducted in accordance with the
Model Rules for Arbitration under the DRAA, as such Rules may be amended or changed from time to time; provided that the parties
to such Arbitration may agree to depart from the Model Rules by (i) adopting new or different rules to govern the Arbitration
or (ii) modifying or rejecting the application of certain of the Model Rules.



 


		c.	The Arbitration shall take place in Wilmington, Delaware,
or any other location to which the parties and the Arbitrator may agree. All Parties shall have the right, if doing so can be reasonably
accommodated by the Arbitrator, to attend any preliminary or final hearings, and to present evidence, remotely.



 


		d.	The Arbitration shall be presided over by one arbitrator (the
 “Arbitrator”) who shall be mutually agreed to by the parties to such Arbitration. In the event that the parties are
unable to agree upon the identity of the Arbitrator within forty-five (45) days of the commencement of the Arbitration, then either party
may file a petition with the Court of Chancery pursuant to Section 5805 of the DRAA.



 


		e.	The Arbitrator shall conduct the hearing, administer oaths,
and make such rulings as are appropriate to the conduct of the proceedings. The Arbitrator shall allow each of the parties an opportunity
to present evidence and witnesses and to cross examine witnesses presented by the opposing party. In no event, however, shall witnesses
other than employees or experts retained or employed by the parties, or former employees of the parties, be called to testify at the
Arbitration.



 


		f.	The arbitral award (the “Award”) shall
(i) be rendered within 120 days after the Arbitrator’s acceptance of his or her appointment; (ii) be delivered in writing;
(iii) be the sole and exclusive remedy with respect to the Dispute between and among the parties; and (iv) be accompanied by
a form of judgment. The Award shall be deemed an award of the United States, the relationship between the parties shall be deemed commercial
in nature, and any Dispute arbitrated pursuant to this Section 6(h) shall be deemed commercial. The Arbitrator shall have the
authority to grant any equitable or legal remedies, including, without limitation, entering preliminary or permanent injunctive relief;
provided, however, that the Arbitrator shall not have the authority to award (and the parties waive the right to seek an award of) punitive
or exemplary damages.



 


		g.	The parties hereto agree that, subject to any non-waivable
disclosure obligations under federal law, the Arbitration, and all matters relating thereto or arising thereunder, including, without
limitation, the existence of the Dispute, the Arbitration and all of its elements (including any pleadings, briefs or other documents
submitted or exchanged, any testimony or other oral submissions, and any decision of the Arbitrator or Award), shall be kept strictly
confidential, and each party hereby agrees that such information shall not be disclosed beyond: (i) the Arbitrator and necessary
support personnel; (ii) the participants in the Arbitration; (iii) those assisting the parties in the preparation or presentation
of the Arbitration; and (iv) other employees or agents of the parties with a need to know such information. In all events, the parties
participating in the Arbitration proceedings shall treat information pertaining to the Arbitration with the same care that they treat
their most valuable proprietary secrets. In the event that federal law imposes upon either party an obligation to disclose the fact of
the Arbitration or the nature of the claims or counterclaims asserted, such party(ies) shall disclose no more than the minimum information
required by law after first consulting with and attempting in good faith to reach agreement with the opposing party(ies) regarding the
scope and content of any such required disclosure.



 






    Page 27 of 89


     


    

 


		h.	Each party hereto shall bear its own legal fees and costs
in connection with the Arbitration; provided, however, that each such party shall pay one-half of any filing fees, fees and expenses
of the Arbitrator or other similar costs incurred by the parties in connection with the prosecution of the Arbitration.



 


		i.	Notwithstanding any provisions of this Agreement, or any statute
protecting the confidentiality of the Arbitration and proceedings taken in connection therewith, in the event that either party in the
Arbitration is required to defend himself, herself or itself in response to later proceedings instituted by the other in any court, relating
to matters decided in the Arbitration, such party shall be relieved of any obligation to hold confidential the Arbitration and its proceedings
in order to submit, confidentially if and to the extent possible, sufficient information to such court to allow it to determine whether
the doctrines of res judicata, collateral estoppel, bar by judgment, or other, similar doctrines apply to such subsequent proceedings.



 


		j.	Notwithstanding anything to the contrary set forth in this
Section 6(h), if any amendment to the Act or the DRAA is enacted after the date of this Agreement, and such amendment would render
any provision of this Section 6(h) unenforceable thereunder, such provision shall be excluded and the remaining provisions
of this Section 6(h) shall be enforced to the extent permitted by law.



 


		23.3	WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF.
THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE
TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH
OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO
AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS
REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL.



 


		24.	COUNTERPARTS



 


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


 


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


 






    Page 28 of 89


     


    

 


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


 


[Remainder of page intentionally left blank]


 






    Page 29 of 89


     


    

 


	
    The Buyer

    SWVL GLOBAL FZE

    
	 	
    SWVL INC

    

    

    

	 	 	 
	/s/ Mostafa Kandil	 	/s/ Mostafa Kandil
	SWVL GLOBAL FZE	 	SWVL INC
	Signed: Mr. Mostafa Essa Mohamed
    Mohamed Kandil	 	Signed: Mr. Mostafa Essa Mohamed
    Mohamed Kandil


 


[Remainder of page intentionally left blank]


 






    Page 30 of 89


     


    

 


Founder 1      


 


	/s/ Alejandro Taubas  	 
	Alejandro Taubas	 
	D.N.I 28.324.552  	 







 


	 	 	 
	 	Mrs. Deslie
    Bernadette Buttons, spouse of Mr. Alejandro Taubas irrevocably gives her marital consent for the sale of the shares Company
    owned by Mr. Alejandro Taubas, in accordance with the provisions of the Agreement, all in accordance with the terms of articles
    470 and related ones of the Civil and Commercial Code of the Republic of Argentina. Likewise, Mrs. Deslie Bernadette Buttons
    declares she has received adequate and sufficient legal advice, and that she is fully aware of the scope of the transaction contemplated
    here and of the rights she derives from said transaction.  	 
	 	 	 
	 	/s/
    Deslie Bernadette Buttons	 	 
	 	Deslie
    Bernadette Buttons	 
	 	D.N.I.:
    95.371.785	 
	 	 	 







 


Founder 2


 





	/s/ Alejo
Matías Miragaya
	 
	Alejo Matías Miragaya	 
	D.N.I
28.321.249
	 







 


	 	 	 
	 	Mrs.
Verónica Lapitz Staiff, spouse of Mr. Alejo Matías Miragaya irrevocably gives her marital consent for the sale of the shares
Company owned by Mr. Alejo Matías Miragaya, in accordance with the provisions of the Agreement, all in accordance with the terms
of articles 470 and related ones of the Civil and Commercial Code of the Republic of Argentina. Likewise, Ms. Verónica Lapitz
Staiff declares that she has received adequate and sufficient legal advice, and that she is fully aware of the scope of the transaction
contemplated here and of the rights she derives from said transaction.
	 
	 	 	 
	 	/s/
                                            Verónica Lapitz Staiff
	 	 
	 	Verónica
Lapitz Staiff
	 
	 	D.N.I.:
92.877.149	 
	 	 	 







 


[Remainder of page intentionally left blank]



 






    Page 31 of 89


     


    

 


Founder 3 
  


 


	/s/ Diego Javier Nomberg 	 
	Diego Javier Nomberg	 
	D.N.I. 23.249.448	 







 


	 	 	 
	 	Mrs.
Ana Beatriz Obschatko, spouse of Mr. Diego Javier Nomberg irrevocably gives her marital consent for the sale of the shares Company owned
by Mr. Diego Javier Nomberg, in accordance with the provisions of the Agreement, all in accordance with the terms of articles 470 and
related ones of the Civil and Commercial Code of the Republic of Argentina. Likewise, Ms. Ana Beatriz Obschatko declares that she has
received adequate and sufficient legal advice, and that she is fully aware of the scope of the transaction contemplated here and of the
rights that she derives from said transaction.
	 
	 	 	 
	 	/s/ Ana Beatriz Obschatko	 	 
	 	Ana Beatriz Obschatko	 
	 	D.N.I.: 23.125.198	 
	 	 	 







 


Founder 4


 





	/s/ Lionel Adrián Fridman
	 
	Lionel Adrián Fridman	 
	D.N.I. 22.808.379
	 







 


	 	 	 
	 	Mrs.
Romina Yael Epsztejn, spouse of Mr. Lionel Adrián Fridman irrevocably gives her marital consent for the sale of the shares Company
owned by Mr. Lionel Adrián Fridman, in accordance with the provisions of the Agreement, all in accordance with the terms of articles
470 and related ones of the Civil and Commercial Code of the Republic of Argentina. Likewise, Ms. Romina Yael Epsztejn declares that
she has received adequate and sufficient legal advice, and that she is fully aware of the scope of the transaction contemplated here
and of the rights she derives from said transaction.


	 
	 	 	 
	 	/s/
                                            Romina Yael Epsztejn
	 	 
	 	Romina Yael Epsztejn
	 
	 	D.N.I.: 22.472.078	 
	 	 	 







 






[Remainder of page intentionally left blank]


 






    Page 32 of 89


     


    

 


	Investor 1	 	 
	 	 	 
	Clin fondo de inversión privado	 	 
	 	 	 
	/s/ Manuel Rodriguez 	 	/s/Jamie Riggs
	CLIN FONDO DE INVERSIÓN PRIVADO	 	 
	Signed:	 	 
	 	 	 
	Investor 2	 	 
	 	 	 
	AVP Seed Fund I	 	 
	 	 	 
	/s/ AVP Seed Fund I	 	 
	AVP Seed Fund I	 	 
	Signed:	 	 
	 	 	 
	Investor 3	 	 
	 	 	 
	Angel Ventures Pacific Alliance Fund II Limited Partnership	 	 
	 	 	 
	/s/Angel Ventures Pacific Alliance Fund II Limited Partnership	 	 
	ANGEL VENTURES PACIFIC ALLIANCE FUND II LIMITED PARTNERSHIP	 	 
	Signed:	 	 
	 	 	 
	Investor 4	 	 
	 	 	 
	BANCO ACTINVER, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO ACTINVER, ACTING AS TRUSTEE OF IRREVOCABLE TRUST F/4862, DESIGNATED AV PACIFIC ALLIANCE TRUST II	 	 
	 	 	 
	/s/ Banco Actinver S.A., Institución De Banca Mùltiple, Grupo Financiero Actinver, Acting as Trustee of Irrevocable Trust
F/4862, Designated AV Pacific Alliance Trust II	 	 
	BANCO ACTINVER, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO ACTINVER, ACTING AS TRUSTEE OF IRREVOCABLE TRUST F/4862, DESIGNATED AV PACIFIC ALLIANCE TRUST II	 	 
	Signed:	 	 
	 	 	 
	Investor 5	 	 
	 	 	 
	CMPL Angel Seed Fund LP	 	 
	 	 	 
	/s/ CMPL Angel Seed Fund LP	 	 
	CMPL ANGEL SEED FUND LP	 	 
	Signed:	 	 




 






    Page 33 of 89


     


    

 


SCHEDULE D


 


Current Structure Chart of the Buyer


 


 





 


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


 


Structure post de-SPAC Process


 


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


 






    Page 34 of 89


     


    

 


SCHEDULE 4.1.2 CALCULATION OF NET FINANTIAL
DEBT


 


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


 


		a)	The gross financial debt (the “Gross Financial Debt”) will be the sum of:



 


		1.	Long and short-term loans with banks, funds, or similar financial providers;



 


		2.	Loans with third parties outside the current course of the Business;



 


		3.	Debts with the shareholders, directors of the Company or any related party;



 


		4.	Participative loans;



 


		5.	Balances disposed of in credit lines and in confirming lines;



 


		6.	Bank overdrafts;



 


		7.	Penalties for interest, commissions or reimbursement premiums;



 


		8.	Obligations, bonds, bills or convertible loans issued by the Company or its subsidiaries;



 


		9.	Liabilities for finance leases, operating leases or sales contracts



 


		10.	Liabilities with suppliers of fixed assets;



 


		11.	Factored commercial debts. Balances drawn from off-balance-sheet credit facilities (non-recourse factoring
or any other similar off-balance-sheet financing);



 


		12.	Dividends declared and not paid;



 


		13.	Overdue debts with any Public Administration including social security charges, taxes and levies;



 


		14.	Determined and unpaid corporate tax liabilities;



 


		15.	Deferred tax liabilities;



 


		16.	Derivative instruments in market conditions at the time of acquisition;



 


		17.	Trade accounts payable or other types of creditors with collection conditions greater than 120 days;



 


		18.	Withholdings and special bonuses;



 


		19.	Any obligation in relation to a guarantee, indemnity offer of credit;



 


		20.	Retirement benefits and other premiums;



 


		21.	Pension funds and other obligations; and



 


		22.	Long-term provisions.



 


		b)	The cash (the “Cash”) will be the sum of:



 


		1.	Cash in the Company and the OpCos;



 


		2.	Cash in banks;



 


		3.	Deposits less than one year old; and



 


		4.	Investments in funds, stocks, bonds, cash bills and other financial instruments that are liquid with a
duration of less than one year.



 






    Page 35 of 89


     


    

 


CALCULATION OF WORKING CAPITAL


 


		+	Current assets



 


		•	cash and equivalents,



 


		•	inventory,



 


		•	accounts receivable, and



 


		•	marketable securities, (resources that can be
used up or converted into cash within a year).



 


		-	Current liabilities



 


		•	accounts payable,



 


		•	short-term loans, and



 


		•	accrued expenses due for payment within a year.



 


=            Working
Capital


 






    Page 36 of 89


     


    

 


SCHEDULE 5.1(ii)


 


FORM OF RESTATED CERTIFICATE


 


SECOND AMENDED AND RESTATED


CERTIFICATE OF INCORPORATION OF


VIAPOOL INC.


 


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


 


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


 


DOES HEREBY CERTIFY:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    Page 37 of 89


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


	 	VIAPOOL INC.
	 	 
	 	By:	 
	 	 	[NAME, TITLE]




 






    Page 38 of 89


     


    

 


SCHEDULE 5.2


 


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


 


Form of


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


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


 


RECITALS


 


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


 


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


 


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


 


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


 


* * * * * * *


 


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


 


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


 


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


 


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


 






    Page 39 of 89


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i) Cause.
Cause shall exist if Executive:


 


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


 






    Page 40 of 89


     


    


 


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


  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    Page 41 of 89


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i) of which
Executive becomes aware


 


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


 


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


 


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


 


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


 






    Page 42 of 89


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


	Executive:	To [ALEJANDRO TAUBAS | ALEJO MIRAGAYA] @
	 	Physical Address:
	 	Email Address:




 





The Controlling Shareholder
:


 


To [THE CONTROLLING
SHAREHOLDER] @


Physical Address:


Email Address(es):


 







    Page 43 of 89


     


    

 


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


 


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


 


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


 


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


 


[Signatures on Following Page]


 


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


 


	[CONTROLLING SHAREHOLDER]	 	EXECUTIVE:
	 	 	 
	 	 	 
	By:	                         	 	[ALEJANDRO TAUBAS | ALEJO MIRAGAYA]
	Title: Chief Executive Officer	 	



 






    Page 44 of 89


     


    

 


SCHEDULE


8.3.1.2


 


NEW SHAREHOLDERS’ AGREEMENT


 




 


Stockholders’ agreement


 


of


 


“VIAPOOL INC.”


 


By and among


 


Alejandro Taubas;


 


Alejo Matías Miragaya;


 


Lionel Fridman;


 


Diego Nomberg;


 


Clin Fondo de Inversión Privado;


 


AVP Seed Fund I;


 


Angel Ventures Pacific Alliance Fund II Limited
Partnership;


 


Banco Actinver, S.A., Institución
de Banca Múltiple, Grupo Financiero Actinver, acting as


 


Trustee of Irrevocable Trust F/4862, designated
AV Pacific Alliance Trust II;


 


CMPL Angel Seed Fund LP


 


Swvl Global FZE;


 


and


 


Viapool Inc.


 


[...] [...] 2021


 





 






    Page 45 of 89


     


    

 


SHAREHOLDERS’ AGREEMENT


 


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


 


BY AND AMONG


 


		(1)	Mr. ALEJANDRO TAUBAS (“Founder 1”), an Argentine citizen, of legal age,
single, with domicile at [_______] and holder of Argentine Passport number [____]. The Founder 1 is acting hereto in his own name and
on his own behalf.



 


		(2)	Mr. ALEJO MATIAS MIRAGAYA (“Founder 2”), an Argentine citizen, of legal
age, married, with domicile at [_______] and holder of Argentine Passport number [____]. The Founder 2 is acting hereto in his own name
and on his own behalf.



 


		(3)	Mr. LIONEL FRIDMAN (“Founder 3”), an Argentine citizen, of legal age, married,
with domicile at [_______] and holder of Argentine Passport number [____]. The Founder 3 is acting hereto in his own name and on his own
behalf.



 


		(4)	Mr. DIEGO NOMBERG (“Founder 4”), an Argentine citizen, of legal age, married,
with domicile at [_______] and holder of Argentine Passport number [____]. The Founder 4 is acting hereto in his own name and on his own
behalf.



 


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


 


		(5)	CLIN Fondo de Inversión Privado, IRS Registration N° 76.766.448-6, a Chilean private
investment fund duly represented by its administrator, the Chilean corporation Inversiones Innovadoras S.A., IRS Registration N°99.591.440-9,
represented by Mr. Sebastián Andrés Acevedo García, Identification Number N° 14.600.489-k, and Mr. Lonnie
James Riggs, Identification Number No 21.664.927-3, , having its registered office at Parque Antonio Rabat Sur 6165, Comuna
de Vitacura, Santiago de Chile (“Investor 1”).



 


		(6)	AVP SEED FUND, a company duly incorporated and existing under the laws of [_______], registered
with the Registrar of [_____] under number [___], having its registered office at [______] (“Investor 2”)



 


		(7)	ANGEL VENTURES PACIFIC ALLIANCE FUND II LIMITED PARTNERSHIP, a company duly incorporated and existing
under the laws of [_______], registered with the Registrar of [_____] under number [___], having its registered office at [______] (“Investor
3”).



 


		(8)	BANCO ACTINVER, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO ACTINVER,
ACTING AS TRUSTEE OF IRREVOCABLE TRUST F/4862, DESIGNATED AV PACIFIC ALLIANCE TRUST II, a company duly incorporated and existing under
the laws of [_______], registered with the Registrar of [_____] under number [___], having its registered office at [______] ( “Investor
4”)



 


		(9)	CMPL ANGEL SEED FUND LP, a company duly incorporated and existing under the laws of [_______],
registered with the Registrar of [_____] under number [___], having its registered office at [______] (“Investor 5”)



 


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


 


		(10)	SWVL GLOBAL FZE, a Limited Liability Free Zone Establishment incorporated under the Dubai World
Trade Centre Authority (“DWTCA”) Company Rules and Regulations under Dubai law No 9 of 2015, with registered office at
at Office No :02.08 the offices 4 at One Central., Dubai World Trade Centre and without tax identification code since there is no corporate
income tax in UAE (“SWVL Global”).



 


		(11)	VIAPOOL INC., a company incorporated and validly existing under the laws of the State of Delaware,
with registered office [__________] holder of Tax Identification Number [______] (the “Company”).



 


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


 






    Page 46 of 89


     


    

 


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


 


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


 


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


 


WHEREAS


 


		I.	The Company is dedicated to the exploitation, development, implementation, placing on the market and commercialization
of new transport and mobility systems.



 


		II.	On the date hereof has occurred the Closing under the share purchase agreement executed among the Pre-Closing
Stockholders and SWVL Global on [EXECUTION DATE OF THE SPA TO BE INSERTED] (the “SPA”), by virtue of which the
SWVL Global has acquired from the Pre-Closing Stockholders 4,476,630 shares of the Company (the “SWVL Shares”).



 


		III.	As a consequence of the execution of the SPA and the acquisition of the SWVL Shares by SWVL Global, the
total number of shares of all classes of stock of the Company is 8,777,706 shares, having each a par value of $0.00001, distributed among
the Stockholders as follows:



 


	Stockholders	 	Shares	 	 	%	 
	Alejandro Taubas	 	 	1,166,200	 	 	 	13.29	%
	Alejo Matías Miragaya	 	 	1,166,200	 	 	 	13.29	%
	Lionel Fridman	 	 	419,930	 	 	 	4.78	%
	Diego Nomberg	 	 	419,930	 	 	 	4.78	%
	Clin Fondo de Inversión Privado	 	 	570,291	 	 	 	6.50	%
	AVP Seed Fund I	 	 	62,058	 	 	 	0.71	%
	Angel Ventures Pacific Alliance Fund II Limited Partnership	 	 	240,270	 	 	 	2.74	%
	Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver, acting as Trustee of Irrevocable Trust F/4862, designated AV Pacific Alliance Trust II	 	 	70,022	 	 	 	0.80	%
	CMPL Angel Seed Fund LP	 	 	186,175	 	 	 	2.12	%
	SWVL Global
    FZE	 	 	4,476,630	 	 	 	51.00	%
	TOTAL	 	 	8,777,706	 	 	 	100.00	%



 


		IV.	That the business plan of the Company for the financial year 2022, agreed between the Parties, is attached
hereto as Annex IV.



 


		V.	In consideration thereof, the Parties have decided to enter into this Shareholder Agreement, with the
aim of regulating the Stockholders’ rights and obligations regarding the operation, governance and management of the Company and
to execute the transactions foreseen herein, and which shall be governed by the following clauses.



 






    Page 47 of 89


     


    

 


SECTION I: PURPOSE OF THE SHAREHOLDER
AGREEMENT


 


		1.	PURPOSE OF THE SHAREHOLDER AGREEMENT



 


		1.1.	The purpose of this Shareholder Agreement is to regulate the terms and conditions that shall govern the
matters addressed herein, including the following:



 


		a)	The operation, governance and management of the Company;



 


		b)	The regime of transfer of the shares of the Company; and



 


		c)	The relation between the Stockholders, as owners of 100% of the Company’s share capital, and between
the Stockholders and the Company.



 


		2.	OBLIGATIONS AND RIGHTS OF THE PARTIES



 


		2.1.	The Parties acknowledge that any obligation of this Shareholder Agreement consisting in any Party having
to obtain or achieve a specific result will be understood, when the context so requires, as an obligation of the Party to make their best
efforts to achieve such result and fully comply with this Shareholder Agreement or, where applicable, with any other ancillary contract,
and/or as an obligation of the Parties to take any action or to refrain from taking any action which is reasonably necessary to effectively
permit the Parties to benefit from the right or privilege. The exercise of voting rights in the corresponding corporate bodies of the
Company, as well as the granting of as many public or private documents as necessary for the achievement of the relevant results, shall
be included within the best efforts to be made by the Parties.



 


		2.2.	Convening, celebrating and attending meetings of the corresponding corporate bodies of the Company, exercising
or causing appointees or representatives to exercise voting rights in said bodies, the waiver of legal and/or statutory rights, as well
as the granting of as many public or private documents as necessary for the achievement of the relevant result(s) or for effectively
permitting a Party to enjoy any rights or faculties granted in this Shareholder Agreement, shall be construed to be included within the
best efforts to be made by the Parties hereunder. Therefore, the Parties agree that they will comply with each of the provisions of this
Shareholder Agreement and, in particular, that they will exercise their voting rights and other rights as stockholders of the Company
in order to give full effect to the terms of this Shareholder Agreement and the rights and obligations of the Parties as set out herein.



 


		2.3.	Furthermore, each Party shall procure that, given the case, the directors appointed by it from time to
time shall (subject to their fiduciary duties and to the fullest extent permitted by law) exercise their voting rights and other powers
and authorities in order to give full effect to the terms of this Shareholder Agreement and the rights and obligations of the Parties
as set out herein.



 


		2.4.	Any right and/or obligation of the Parties deriving from this Shareholder Agreement will be understood
as an individual right and/or obligation of each one of them, unless otherwise stated.



 


SECTION II: GOVERNING BODIES OF THE
COMPANY


 


		3.	MEETINGS OF STOCKHOLDERS



 


		3.1.	All matters concerning the Meetings of stockholders (place of meetings, annual meeting, special meeting,
notice of stockholders’ meeting, manner of giving notice, affidavit of notice, quorum, adjourned meeting, notice, organization,
conduct of business, voting, etc) shall be governed by the provisions of the Bylaws of the Company adopted on July 2, 2020 (the “Bylaws”),
except as otherwise provided in this Shareholder Agreement.



 


		3.2.	When entering into discussions, sharing sensible information around the Company and/or passing resolutions
in the Meeting of stockholders, each Stockholder shall not only observe the applicable regulations in terms of conflicts of interest applied
to them individually, but also consider any actual or potential conflict of interest in vis- à-vis any affiliate of such Stockholder.



 






    Page 48 of 89


     


    

 


		3.3.	Adoption of resolutions referring to any of the matters listed below in this Section 3.3 (such matters,
the “Reserved Matters”) shall require the favorable vote of the Pre-Closing Stockholders representing at least 24.51%
of the voting rights in the Company:



 


		(i)	Any amendment of the Bylaws of the Company, including the adoption of resolutions regarding share capital
increase or decrease, but excluding reduction and increases of the share capital of the Company the purpose of which is the removal of
the cause of dissolution caused by the accumulation of losses that reduce the net equity of the Company to an amount below half of the
share capital, and only to the extent such reduction and increases are limited to bring the net equity of the Company to the minimum required
by law;



 


		(ii)	Any amendment of the Certificate of Incorporation.



 


		(iii)	The issuance of any new shares and the grant of any present or future rights to acquire equity in the
Company.



 


		(iv)	The granting of any pledge or other encumbrance on any Common Stock of the Company.



 


		(v)	The approval of any structural corporate transactions, such as mergers, spin-offs, business segregations
or contributions, global assignment of assets and liabilities;



 


		(vi)	The acquisition, disposition, or contribution to another person of material assets of the Company, including
but not limited to the transfer of any Intellectual and Industrial Property Right considered as a material asset;



 


		(vii)	The approval of the dissolution or liquidation of the Company, except in those cases in which, in accordance
with the law, the adoption of the resolution is mandatory;



 


		(viii)	Liquidation (or revocation of the status of liquidation), dissolution or winding-up of the Company;



 


		(ix)	The suppression or limitation of the pre-emptive right in capital increases;



 


		(x)	The distribution of dividends and the distribution of results and reserves;



 


		(xi)	The approval or modification of the remuneration of the directors of the Company;



 


		(xii)	The authorization of directors to engage, on their own behalf or on behalf of others, in a business competing
with the business of the Company;



 


		(xiii)	The acquisition, transfer and redemption of the Company’s own shares, which in any case shall be
subject to the provisions of any applicable law;



 


		(xiv)	The issuance or granting by the Company of any present or future right to acquire equity in the Company
such as options on shares, rights or other instruments giving the right to acquire shares of the Company or the economic right associated
therewith; and



 


		(xv)	The creation of shares that grant political and/or economic rights superior to the shares held by the
Pre-Closing Stockholders.



 


		4.	MANAGEMENT OF THE COMPANY



 


		4.1.	Size of the Board. Each Stockholder agrees to vote or caused to be voted all Shares (as defined
below) owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner
as shall be necessary to ensure that the size of the Board shall be set at five (5) directors. For purposes of this Shareholder Agreement,
the term “Shares” shall mean and include any securities of the Company that the holders of which are entitled to vote for
members of the Board, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through
stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.



 






    Page 49 of 89


     


    

 


		4.2.	Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such
Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary
to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written
consent of the Stockholders, the following persons shall be elected to the Board:



 


		(a)	For so long as SWVL Global or any of its affiliates, delegees, or their successors-in-interest (except
for any successors that are Pre-Closing Stockholders) hold no less than 51% of the Common Stock of the Company:



 


		i.	Three (3) members appointed upon designation by the SWVL Global; and



 


		ii.	Two (2) members appointed upon designation by the Pre-Closing Stockholders.



 


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


 


		(b)	If at any time any group of Pre-Closing Stockholders hold more than 49% of the Common Stock of the Company:



 


		iii.	Three (3) members appointed upon designation by the Pre-Closing Stockholders (one of them must be
elected by the majority of the Investors); and



 


		iv.	Two (2) members appointed upon designation by the SWVL Global.



 


		4.3.	Failure to Designate a Board Member. In the absence of any designation from the Stockholders with
the right to designate a director as specified above, the director previously designated by them and then serving shall be reelected if
still eligible and willing to serve as provided herein and otherwise, such Board seat shall remain vacant.



 


		4.4.	Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares
owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as
shall be necessary to ensure that:



 


		(a)	No director elected pursuant to Subsections 4.2 or 4.3 of this Shareholder Agreement may
be removed from office unless (i) such removal is directed or approved by the affirmative vote of the Stockholder(s) entitled
to designate such director or (ii) the Stockholder(s) originally entitled to designate or approve such director are no longer
so entitled to designate or approve such director;



 


		(b)	Any vacancies created by the resignation, removal or death of a director elected pursuant to Subsections
4.2 or 4.3 shall be filled pursuant to the provisions of this Section 4; and



 


		(c)	Upon the request of the Stockholder(s) entitled to designate a director as provided in Subsection
4.2(a), and 4.2(b) to remove such director, such director shall be removed.



 


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


 


		4.5.	No “Bad Actor” Designees. Each Stockholder with the right to designate or participate
in the designation of a director as specified above hereby represents and warrants to the Company that, to such Person’s knowledge,
none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) under the Securities Act of 1933,
as amended (the “Securities Act”) (each, a “Disqualification Event”), is applicable to such Person’s
initial designee named above except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or
(d)(3)  is applicable. Any director designee to whom any Disqualification Event is applicable, except for a Disqualification Event
to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, is hereinafter referred to as a “Disqualified
Designee”. Each Stockholder with the right to designate or participate in the designation of a director as specified above hereby
covenants and agrees (A) not to designate or participate in the designation of any director designee who, to such Stockholder’s
knowledge, is a Disqualified Designee and (B) that in the event such Stockholder becomes aware that any individual previously designated
by any such Stockholder is or has become a Disqualified Designee, such Stockholder shall as promptly as practicable take such actions
as are necessary to remove such Disqualified Designee from the Board and designate a replacement designee who is not a Disqualified Designee.



 






    Page 50 of 89


     


    

 


		4.6.	Initial Directors. The Parties agree
                                            that the initial directors appointed pursuant to Subsections 4.1 and 4.2. shall
                                            be the following:



 


		a)	Mr. Mostafa Kandil, Mr. Youssef Salem and Mr. Rachid Maalouli as the directors appointed
by SWVL Global;



 


		b)	Mr. Alejo Miragaya and Mr. Alejandro Taubas as directors appointed by the Pre-Closing Stockholders.



 


		4.7.	Chairman and Secretary. The Board of Directors shall designate a Chairman and a Secretary. The
role of Secretary may be assumed by individuals who are not members of the Board of Directors of the Company, in which case, they will
attend the meetings of the Board of Directors but shall have no voting rights. The Chairman and Secretary of the Board of Directors of
the Company shall be designated as follows:



 


		a)	The Chairman of the Board of Directors shall be appointed by SWVL Global; and



 


		b)	The Secretary of the Board of Directors shall be appointed by the Pre-Closing Stockholders.



 


		4.8.	President and CEO. The President and Chief Executive Officer shall be appointed by SWVL Global
and shall be Alejandro Taubas and/or Alejo Miragaya, who shall retain and exercise full operational and decisional control over the day-to-day
affairs of the Company and its OpCos, unless and until either of them are fired for “Cause” (as that term is defined in the
employment or services agreements attached to the SPA as Exhibits 10.9.8) or each is no longer a Stockholder of more than 5% of the Company’s
equity.



 


		4.9.	Attendance of other persons. The Board of Directors may agree to the attendance of its meetings
by any person whom it deems appropriate. Such attendees, who will be required to comply with the same confidentiality obligations as the
members of the Board, may participate in the discussions of the Board of Directors but shall have no voting rights.



 


		4.10.	Meetings. The Board of Directors shall meet at least four (4) times each financial year. Meetings
shall be governed by, and held and taken in accordance with, the provisions of the Bylaws with such changes introduced herein.



 


		4.11.	Quorum. The Board of Directors will be validly constituted when the meeting is attended or duly
represented by the majority of the Directors.



 


		4.12.	Advisors. The Directors may be accompanied to Board meetings by advisors or experts who they may
reasonably deem appropriate, provided that (i) they give two (2) calendar days prior notice before the meeting; and (ii) such
advisers or expert must comply with confidentiality obligations.



 


		4.13.	Conflict of Interests. When entering into discussions, sharing sensible information around the
Company and/or passing resolutions within the Board of Directors, each of the Directors shall not only observe the applicable regulations
in terms of conflicts of interest applied to them individually, but also consider any actual or potential conflict of interest vis-à-
vis the Stockholder that appointed the Director and any affiliate of such Stockholder.



 






    Page 51 of 89


     


    

 


		4.14.	Adoption of Resolutions. The Parties agree that the adoption of resolutions by the Board of Directors
shall require the affirmative vote of the majority of its members. In addition, the adoption of resolutions concerning the following matters
(the “Board Reserved Matters”) will require the affirmative vote of at least two (2) directors designated by the
Pre-Closing Stockholders (if at any time any group of Pre-Closing Stockholders hold more than 49% of the Common Stock of the Company,
the affirmative vote should include the vote of the director appointed by the majority of the Investors):



 


		(i)	Any acquisition and/or disposal of shareholdings, quota holdings and/or other interests in companies or
other entities;



 


		(ii)	Any amendment of the Certificate of Incorporation.



 


		(iii)	The issuance of any new shares and the grant of any present or future rights to acquire equity in the
Company.



 


		(iv)	The granting of any pledge or other encumbrance on any Common Stock of the Company.



 


		(v)	Any indebtedness of the Company except for trade credit in the ordinary course of business the Company
for amounts less than US$50,000.00;



 


		(vi)	The issuance or granting (or the proposal to the stockholders’ meeting) of any present or future
right to acquire equity in the Company such as options on shares, rights or other instruments giving the right to the acquisition of shares
of the Company or economic rights associated therewith;



 


		(vii)	The disposal and licensing of Intellectual and Industrial Property Rights, other than those carried out
in the normal and ordinary course of its business;



 


		(viii)	The constitution of mortgages, charges or encumbrances on any class of assets and business of the Company
with the exception of the pledge of deposits in guarantee of guarantees and those required in the ordinary course of business which may
in no case exceed United States Dollars 25,000 per transaction;



 


		(ix)	The adoption of any decisions relating to the creation, acquisition or disposal of subsidiaries; the disposal
or encumbrance of shares or holdings in subsidiaries and the adoption by any of them of resolutions relating to the foregoing matters;
and



 


		(x)	Any related party transaction and the proposal to the stockholders’ meeting to approve such resolution.



 


		4.15.	Remuneration. Except for the remuneration which may be paid to those directors which form part
of the management team of the Company in accordance with their relevant employment or services agreements, where applicable, board members
shall not be entitled to any remuneration.



 


		4.16.	Subsidiaries. The Parties agree that any direct or indirect subsidiary of the Company from time
to time shall be managed in the same way as the Company, unless the Board of Directors approved otherwise with the majorities required
to approve a Board Reserved Matter. Therefore, such subsidiaries shall be managed by a Board of Directors with the same Board members,
officers and general attorneys as of the Company. All the provisions applicable for the Board of Directors of the Company in this Section (including,
the majorities required for the approval of board resolutions and Board Reserved Matters) shall apply mutatis mutandis to the board
of directors of the subsidiaries



 


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


 






    Page 52 of 89


     


    

 


SECTION III: TRANSFER OF SHARES OF THE
COMPANY


 


		5.	TRANSFER OF SHARES OF THE COMPANY



 


		5.1.	The transfer of shares of the Company shall be subject to this Shareholder Agreement. For the purposes
of this Section 5, transfers of Company shares are understood to be not only transfers of shares by way of sales, swaps or donations,
but also by way of corporate transactions (e.g., mergers, divisions, non-cash consideration consisting of a line of business, share capital
reductions, payment of dividends in kind) or any other kind of transaction by virtue of which the ownership of the Company’s shares
changes.



 


		5.2.	In this regard, any voluntary transfers of shares shall be subject to the following regime:



 


		a)	Transfer of Shares & Lock-up period: The Pre-Closing Stockholders hereby agree
that, during a period of six (6) months commencing the date after execution of this Shareholder Agreement (the “Lock-up
Period”), they shall not offer, sell, or otherwise transfer any shares of the Company to any third party. SWVL Global agrees
not to sell any shares of the Company to any third party without the consent of the Pre-Closing Stockholders for so long as they hold
shares in the Company if Swvl Global has not previously submitted an offer to buy these shares for a price at least equal to the one for
which Swvl Global is selling its shares.



 


		b)	Right of First Refusal: After the Lock-up Period, the Stockholders, and subsequently, the
Company (should the Stockholders fail to exercise their right or waive it), shall hold a right of first refusal over the shares of the
rest of Stockholders who propose to transfer, total or partially, directly or indirectly, its shares in the Company to a third party other
than the previous assumptions of free transferability (the “Right of First Refusal”).



 


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


 


		(i)	The Stockholder proposing to transfer (the “Selling Stockholder”) shall serve written
notice by means that confirm faithfully contents and receipt, to the Board of Directors of the Company, expressly stating the identity
of the prospective purchaser or purchasers and the conditions of the offer (number of shares, price, payment conditions and any other
that may be included in the offer) (the “Transfer Notice”).



 


		(ii)	The Board of Directors of the Company shall serve written notice by means that confirm contents and receipt,
to the rest of Stockholders including the terms of the offer received and shall call a Meeting of stockholders that shall take place within
one (1) month as from the receipt by the Board of Directors of the Company of the Transfer Notice.



 


		(iii)	All Stockholders will be able to exercise their pre-emptive right over the shares in the offer, at the
same price and conditions as those stated in the Transfer Notice, in the Meeting of stockholders called by the Board of Directors of the
Company for such purpose. Should the right be exercised by more than one Stockholder, the shares shall be distributed among them prorate
basis to their respective stakes in the Company’s share capital.



 


		(iv)	If none of the Stockholders exercise their pre-emptive right or, doing so, such does not cover all the
shares subject to the purchase offer, the referred Meeting of stockholders may approve the acquisition of the remaining shares by the
Company, at the same price and at the same conditions as stated in the offer.



 


		(v)	If neither the Stockholders nor the Company exercise, respectively, their Right of First Refusal over
all the shares subject to the purchase offer, the Selling Stockholder shall be free to transfer said shares, as long as the same are transferred
to the interested party in the conditions initially notified to the Board of Directors of the Company in the Transfer Notice. If said
transaction is not carried out within a period of two (2) months as from the end of the one (1) month period stated above or
since the holding of the Meeting of stockholders, the Stockholder shall start the process again from the beginning.



 


		c)	Tag Along Right: If prior to expiration of the Lock-up Period, in the event that any Pre-Closing
Stockholder jointly or separately receives an offer from SWVL Global or another Stockholder for the purchase of any quantity of his or
her shares of Company stock (the “Tagged Stockholder”), consistent with subject to Section 5.2(a) above,
the rest of the Stockholders shall hold a tag along right (the “Tag Along Right”) over the shares the Tagged Stockholder(s) proposes
to transfer, which may be a portion or all of the shares held by the Tagged Stockholder. The Tag Along Right entitles a Stockholder to
sell up to the same percentage of his or her holdings (the “Eligible Shares”) as the percentage of the Tagged Stockholder’s
shares that is being sold. Each quantity of Eligible Shares to be sold by a Stockholder exercising the Tag Along Right shall reduce on
a one-for-one basis the quantity of shares to be sold by the Tagged Stockholder.



 






    Page 53 of 89


     


    

 


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


 


		5.3.	Transmissions Mortis Causa: Concerning transmissions mortis causa, in case of the
death of a Stockholder who is a natural person (if any), the acquirer of shares through mortis causa transfers shall be compelled
to adhere to this Shareholder Agreement upon acquisition of the shares.



 


		5.4.	Prohibition of charges or liens: During the term of this Shareholder Agreement, the Parties may
not grant any Charge, Lien or Restriction (as defined below) over the Company’s shares they hold, except for the purposes of a financing
agreement entered into by the Company for its financing, unless approved at a Meeting of Stockholders of the Company consistent with the
bylaws and with the votes of the persons required by and set forth in Section 3.3.



 


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


 


		5.5.	Consequences of Breach: Any transfer of Company shares that does not comply with the provisions
of this Shareholder Agreement shall not be valid or enforceable against the Company and shall be null and void.



 


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


 


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


 


		6.	FUTURE SALE OF THE COMPANY



 


		6.1.	If by March 31, 2022 either of SWVL Global or the Company fails or declines to make a binding offer
(which offer shall commit to consummation of the purchase and to payment of the purchase price by the later of (i) the date that
is one (1) month after the date of the offer and (ii) the date of satisfaction of the Registration Condition (as that term is
defined in the SPA)) for the acquisition of the remaining shares of the Pre-Closing Stockholders at the Deemed Purchase Price Per Share
stated in the SPA, then, the Pre-Closing Stockholders shall be entitled to, on a pro rata basis, only if and provided that the Filing
Condition (as that terms is defined in the SPA) has been satisfied (excluding any waiver of such Filing Condition by SWVL Global), repurchase
up to two percent (2%) of the Company’s Common Stock from SWVL Global (or its successor(s)) at the Deemed Purchase Price Per Share
stated in the SPA; alternatively, subject to and consistent with the same conditions, the Company shall be entitled to redeem up to four
percent (4%) of the Company’s Common Shares held by SWVL Global (or its successor(s)). The Pre-Closing Stockholders shall be entitled
to reject any offer, even if the offer is based on a price greater than the Deemed Purchase Price Per Share, but in such case, they will
not have any right under this Section 6.1. For the avoidance of doubt, the right of the Pre-Closing Stockholders and of the Company
to repurchase or redeem shares under this Section 6.1 can only be exercised if the Filing Condition established in the SPA has been
satisfied (excluding any waiver of such Filing Condition by SWVL Global). Until such time, SWVL Global or the Company may make a binding
offer for the acquisition of the remaining shares of the Pre-Closing Stockholders.



 






    Page 54 of 89


     


    

 


		6.2.	If following May 1, 2022, the Pre-Closing Stockholders collectively hold more than ten percent (10%)
of the Company’s Common Stock, the Pre-Closing Stockholders (by majority vote of the Founders and majority vote of the Investors)
shall be entitled to require that the Company initiate a sale process intended to result in the purchase of their entire shareholdings
in the Company (the “Exit Process”) by serving a notice to the Board of Directors of the Company and to SWVL Global.
Within one week of receiving such notice, the Board of Directors shall commence the Exit Process by immediately meeting to discuss the
hiring of an investment bank or M&A firm (an “Advisor”) to procure the purchase by a third-party of the Pre-Closing
Stockholders shares. SWVL Global and the Pre-Closing Stockholders (who shall be represented by the Founders) shall attempt to agree on
the identity of the Advisor at the meeting. However, if they cannot agree the Pre-Closing Stockholders shall select and engage the Advisor
on behalf of the Company and the Board of Directors shall approve the engagement proposed by the Pre-Closing Stockholders.



 


		6.3.	The Exit Process shall proceed for an initial term of three (3) months (the “Initial Exit
Process Period”) after the Advisor’s engagement, during which term the Advisor shall request offers from various third
parties. The engagement for the Initial Exit Process Period shall be under the understanding that the Advisor will conduct a search for
potential purchasers willing to acquire all of the remaining shares of the Pre-Closing Stockholders, and none of the shares of SWVL Global
in the Company. The Pre-Closing Stockholders (by majority vote of the Founders and majority vote of the Investors) shall have the right
to accept or reject any offer received. The acceptance shall be preliminary as it shall be subject to the Right of First Refusal set forth
above.



 


		6.4.	Upon a preliminary acceptance, the Pre-Closing Stockholders shall serve a Transfer Notice to the Board
of Directors, at which point the Board shall immediately convene a ROFR Meeting. At the ROFR Meeting, SWVL Global shall be entitled to
exercise its Right of First Refusal but shall not be entitled to exercise Tag Along Rights. If both SWVL Global and the Company decline
to exercise its Right of First Refusal at the ROFR Meeting, then the Pre-Closing Stockholders shall be free to transfer their shares to
the third-party acquirer, and all Pre-Closing Stockholders shall be so obligated, upon on a majority vote of the Pre-Closing Stockholders.



 


		6.5.	If within one week of the end of the Initial Exit Process Period the Pre-Closing Stockholders have not
agreed (by majority vote of the Founders and majority vote of the Investors) to accept any offer received, the Pre-Closing Stockholders
may extend the Exit Process for an additional term of 3 months (the “Drag-along Sale Period”), during which period
the Advisor will conduct a search for a third-party acquirer to purchase 100% of the Common Stock of the Company. The Pre-Closing Stockholders
(by majority vote of the Founders and majority vote of the Investors) shall have the right to accept the highest offer open at the end
of the Drag-along Sale Period. After accepting an offer for the purchase of 100% of the Shares of the Company from a third-party, arms-length
buyer, all the Stockholders shall be obligated to sell 100% of their shares of Common Stock to the buyer pursuant to the terms of a stock
purchase agreement to be negotiated by the Pre-Closing Stockholders.



 


		6.6.	All Stockholders and the Company shall take all necessary and desirable actions in connection with the
consummation of the any transfer of shares approved according to this Shareholder Agreement the terms agreed with the third party acquirer,
including the execution of such agreements and such instruments and other actions reasonably necessary to provide the representations,
warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such transfer of shares
agreement (subject to the provisions of this Section).



 






    Page 55 of 89


     


    

 


		6.7.	The obligation of the Stockholders to participate in the sale and purchase of the shares pursuant to this
Section is subject to the satisfaction of the following conditions:



 


		(i)	no Stockholder shall be obligated to pay more than its pro rata amount of expenses incurred (based on
the proportion of the aggregate transaction consideration received) in connection with a share transfer agreement to the extent such expenses
are incurred for the benefit of all Stockholders; and



 


		(ii)	in the event that the Stockholders are required to provide any representations, warranties or indemnities
in connection with a share transfer agreement (other than representations, warranties and indemnities on a several basis concerning each
Stockholder’s valid ownership of his, her or its shares, free of all liens, burdens and encumbrances, enforceability of transaction
documents, non- contravention with laws, contracts or consents and each Stockholder’s authority, power and right to enter into and
consummate agreements relating to such share transfer agreement without violating applicable law or any other agreement), then each Stockholder
shall not be liable for more than its pro rata amount (based on the proportion of the aggregate transaction consideration) received of
any liability for misrepresentation or indemnity (except in respect of such several representations and warranties) and such liability
shall not exceed the total consideration received by such Stockholder (net of broker fees) from such acquiring party for its shares. This
notwithstanding SWVL Global will in no event provide, nor be liable for, any representation or warranty or indemnity covering a period
previous to the date in which SWVL Global became a shareholder of the Company.



 


		7.	PRE-EMPTIVE RIGHT



 


		7.1.	If the Company authorized the issuances of new shares of Common Stock to raise equity capital, the Stockholders
shall have a pre-emptive right in any capital increase which shall be subject to Board Approval and approval of the percentage of the
Pre-Closing Stockholders specified for reserved matters in Section 3.3 above) and issuing of new shares, proportionally to
their relative ownership in the share capital of the Company.



 


		7.2.	Should any of the Stockholders waive this pre-emptive right in a capital increase, the Board of Directors
of the Company shall offer the unsubscribed shares to those Stockholders, on a pro rata basis to those who have exercised their pre-emptive
right. Stockholders interested in purchasing the unsubscribed shares shall have a term of fifteen (15) calendar days from the date the
initial subscription term lapses, to subscribe and pay for the shares.



 


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


 


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


 


		8.	FUNDING



 


		8.1.	Funding via external debt financing: In the event that funds must be contributed to the Company
in order to cover its cash needs for working capital requirements, to make investments or for any legal reasons, the Parties agree to
attempt to obtain the necessary funding via external debt financing in the following terms:



 


		a)	on the most favorable terms available as to interest, repayment and security compatible with the Company’s
needs and market conditions;



 


		b)	without recourse to the Stockholders and without any other guarantee and support from the same; and



 


		c)	no prospective lender shall be allowed the right to participate in the share capital of the Company or
any of its subsidiaries as a condition or term of any loan or advance and with preference.



 






    Page 56 of 89


     


    

 


		8.2.	Additional funding from the Stockholders: In the event that the Company is unable to raise funds
in accordance with Section 9.1 above, the Stockholders may (but are not obligated to) contribute funds to the Company in order to
cover its cash needs for the working capital requirements, to make investments or for any legal reasons. In this case, the Parties agree
that the funds to be contributed by the Stockholders as of the date of this Shareholder Agreement shall comply with the terms and conditions
set forth in clause 9.1 above and, in addition, the funding shall be provided through a loan or credit facility.



 


		9.	KNOW-HOW AND INTELLECTUAL PROPERTY RIGHTS



 


		9.1.	The Company, due to its activity, may develop (directly or through its subsidiaries) works subject to
copyright or patents and know-how, this being understood as knowledge, procedures, criteria and technological conditions, methodologies,
and any other information or process related with the corporate purpose, of which the Company (or its subsidiaries) shall be the sole
owner.



 


		9.2.	All Intellectual and Industrial Property Rights (as defined below) and those of any other nature derived
from the business developed by the Company (or its subsidiaries), as well as from the works and creations carried out by any of the Parties
in the performance of their functions and positions in the Company (or its subsidiaries), shall also be the complete and exclusive property
of the Company (or its subsidiaries).



 


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


 


		9.3.	The Stockholders expressly waive the right to claim or ask for Intellectual and Industrial Property Rights
derived from actions, investigations or works developed by the same in the performance of their functions and positions in the Company
(or its subsidiaries) that in all cases shall be owned by the Company (or its subsidiaries) without any right to compensation for any
cause whatsoever.



 


		10.	CONFIDENTIALITY



 


		10.1.	Except for those actions necessary to carry out the ordinary activity of the Company and the de-SPAC Process
and except as otherwise permitted under any other written agreement between the Parties, the Parties undertake not to disclose and to
maintain strictly confidential and secret the information received, either oral or written, or of which they have known due to their relation
with the Company, with regards to any aspect of the activity carried out by the Company (or its subsidiaries) or related to any of the
Parties.



 


		10.2.	Furthermore, the Parties undertake not to disclose any aspect regarding the activity carried out by the
Company (or its subsidiaries), especially the investigations and inventions developed by the same.



 


		10.3.	The above obligations shall not apply in case that (i) the confidential information becomes part
of the public domain without fault of any Party or is registered with a public register that may generally be accessed by third-parties;
or (ii) disclosure of such information: (i) is required by virtue of law or compelled by a competent authority (e.g. to be made
to any securities market regulator having jurisdiction over such Stockholder) or by other requirements or provisions of applicable Law
or regulations (as long as the disclosure extends only to that which is strictly necessary for compliance with the Law or the compelling
order); (ii) if disclosure is necessary in the process of negotiations with third parties for their entry in the Company’s
share capital; (iii) when the confidential information is disclosed on a need to know basis to directors, managers, shareholders,
members, employees, consultants or advisers, amongst others, of a Party, of their parent company or of the Party’s group, provided
such directors, managers, stockholders, members, employees, consultants or advisers covenant to maintain the relevant information confidential.



 






    Page 57 of 89


     


    

 


		10.4.	The provisions in this Section 10 shall remain in full force and effect and shall be binding for
the Parties as long as the disclosed information is secret and confidential.



 


		11.	BY-LAWS AND PREVALENCE OF THIS SHAREHOLDER AGREEMENT



 


		11.1.	Any of the undertakings contained in this Shareholder Agreement shall prevail over the Bylaws of the Company
and its certificate of incorporation and shall have full effect and validity between the Parties.



 


		11.2.	In relation thereto, the Parties agree that the articles of the certificate of incorporation and of the
By-Laws of the Company shall be at all times construed in light of this Shareholder Agreement.



 


SECTION V: MISCELLANEOUS


 


		12.	ENTIRE SHAREHOLDER AGREEMENT



 


		12.1.	Together with the Stock Purchase Agreement and other Transaction Documents entered into simultaneously
herewith, this Shareholder Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes
all prior written and oral agreements and understandings relating to this matter.



 


		12.2.	The Parties acknowledge and agree that this Shareholder Agreement is the only agreement entered into by
the Parties relating to this matter, and that there are no side agreements or additional agreements entered into by any of the Parties
in connection hereto which may conflict with, substitute or amend the provisions of this Shareholder Agreement and that they shall not
enter into any of such side agreements or additional agreement without the prior written consent of the other Parties.



 


		13.	EPIGRAPHS, TITLES AND SEVERABILITY



 


		13.1.	Epigraphs and titles of this Shareholder Agreement have been included only in order to make its reading
easier and are not intended as binding descriptions of the content of the corresponding Sections. They are not intended to alter the meaning
of those sections or to represent undertakings, terms or conditions of this Agreement.



 


		13.2.	If any provision of this Shareholder Agreement is determined to be invalid or unenforceable in whole or
in part, for any present or future reason, such invalidity or unenforceability shall not affect the enforceability of any of the remaining
provisions hereof. This Shareholder Agreement shall be construed in such a way as if such invalid or unenforceable provisions had never
been contained herein. For those purposes, the Shareholder Agreement shall no longer be valid exclusively with respect to the null or
invalid provision, and none of the remaining parts or provisions of this Shareholder Agreement shall be null, invalid, prejudiced or affected
by such nullity or invalidity, except in the case that the nullity of the provision results in a total failure of the consideration supporting
this this Shareholder Agreement as a whole.



 


		14.	EPIGRAPHS, TITLES AND SEVERABILITY



 


		14.1.	Epigraphs and titles of this Shareholder Agreement have been included only in order to make its reading
easier and are by no means intended to describe the content of the corresponding Clauses nor represent undertakings, terms or conditions
of this Shareholder Agreement.



 


		14.2.	If any provision of this Shareholder Agreement is determined to be invalid or unenforceable in whole or
in part, for any present or future reason, such invalidity or unenforceability shall not affect the enforceability of any of the remaining
provisions hereof. This Shareholder Agreement shall be construed in such a way as if such invalid or unenforceable provisions had never
been contained herein. For those purposes, the Shareholder Agreement shall no longer be valid exclusively with respect to the null or
invalid provision, and none of the remaining parts or provisions of this Shareholder Agreement shall be null, invalid, prejudiced or affected
by such nullity or invalidity, except that due to resulting essential it had to affect this Shareholder Agreement as a whole.



 






    Page 58 of 89


     


    

 


		15.	ADHESION



 


		15.1.	Transfers. The Parties undertake to require any person or legal entity that acquires or assumes
all or part of the Company’s shares, to adhere to this Shareholder Agreement as a condition to be fulfilled simultaneously with
the assumption or acquisition of such shares. In the event that the acquirer of the shares does not adhere to this Shareholder Agreement
simultaneously with the assumption or acquisition of shares, such assumption or acquisition of shares shall not be valid or enforceable
against the Company and shall be null and void. The Company shall not permit the transfer of the Shares subject to this Shareholder Agreement
on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms
of this Subsection 15.1. Each certificate instrument, or book entry representing the Shares subject to this Shareholder Agreement if issued
on or after the date of this Shareholder Agreement shall be notated by the Company with the legend set forth in Subsection 15.2.



 


		15.2.	Share Certificate Legend. Each certificate, instrument, or book entry representing any Shares issued
after the date hereof shall be notated by the Company with a legend reading substantially as follows:



 


THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY
MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE
AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE
WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDER AGREEMENT,
A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER, AND CERTAIN RESTRICTIONS ON RESALE AND TRANSFER, INCLUDING
RIGHTS OF FIRST REFUSAL AND REPURCHASE AND A LOCK UP RESTRICTION.


 


The Company, by its execution of this
Shareholder Agreement, agrees that it will cause the certificates instruments, or book entry evidencing the Shares issued after the date
hereof to be notated with the legend required by this Subsection 15.2 of this Shareholder Agreement, and it shall supply, free
of charge, a copy of this Shareholder Agreement to any holder of such Shares upon written request from such holder to the Company at its
principal office. The parties to this Shareholder Agreement do hereby agree that the failure to cause the certificates, instruments, or
book entry evidencing the Shares to be notated with the legend required by this Subsection 15.2 herein and/or the failure of the Company
to supply, free of charge, a copy of this Shareholder Agreement as provided hereunder shall not affect the validity or enforcement of
this Shareholder Agreement.


 


		15.3.	Stock Splits, Stock Dividends, etc. In the event of any issuance of Shares or the voting securities
of the Company hereafter to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend,
recapitalization, reorganization, or the like), such Shares shall become subject to this Shareholder Agreement and shall be notated with
the legend set forth in Subsection 15.2.



 






    Page 59 of 89


     


    

 


		16.	VOTING



 


		16.1.	Manner of Voting. The voting of Shares pursuant to this Shareholder Agreement may be effected in
person, by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Shares
pursuant to the Shareholder Agreement need not make explicit reference to the terms of this Shareholder Agreement.



 


		16.2.	Aggregation of Stock. All Shares held or acquired by a Stockholder and/or its Affiliates shall
be aggregated together for the purpose of determining the availability of any rights under this Shareholder Agreement, and such Affiliated
persons may apportion such rights as among themselves in any manner they deem appropriate.



 


		17.	TERM OF THE SHAREHOLDER AGREEMENT



 


		17.1.	This Shareholder Agreement will be in force the day of its signature and shall remain in full force and
effect for so long as; a) each of Founders 1 and Founders 2 each hold more than a five percent (5%) ownership stake in the Company’s
equity or b) the Investors jointly holds more than a five percent (5%) ownership stake in the Company’s equity.



 


		17.2.	Notwithstanding what is stated in prior paragraph, this Shareholder Agreement shall be terminated in any
of the following cases:



 


		a)	When the Parties agree in writing to terminate this Shareholder Agreement; or



 


		b)	Solely for any individual Stockholder, when such Stockholder ceases to be a Stockholder of the Company
without violating the provisions contained in this Shareholder Agreement.



 


		18.	MODIFICATIONS



 


No amendment to this Shareholder Agreement shall be binding unless
made in writing and signed by all the Parties.


 


		19.	ASSIGNMENT



 


		19.1.	No Party hereto may assign, in whole or in part, its rights, interests or obligations under this Shareholder
Agreement without the strict compliance of the formalities established in this Shareholder Agreement for the transfer of shares of the
Company.



 


		19.2.	Any transfer of shares, no matter by means of which title, including those regarding restructuring and
business acquisitions, will require the acquiring party to previously expressly accept the undertakings contained herein.



 


		20.	NOTIFICATIONS



 


		20.1.	All notices, notifications, consents and other communications required or permitted under this Shareholder
Agreement must be made in writing and delivered in a recorded and registered way (providing evidence of its receipt and contents) to the
addresses or the email address set forth in ANNEX 20.1.



 


		20.2.	Notices shall be deemed validly delivered (a) on the date of delivery when delivered in person or
by reputable courier maintaining records of receipt, including Federal Express, and (b) on the date of transmission when sent by
e-mail with acknowledgment of receipt during normal business hours (at the location of receipt); provided, however, that any such communication
delivered by e-mail shall only be effective if such communication is also delivered by hand or deposited with a reputable courier maintaining
records of receipt within one Business Day after its delivery by e-mail or other electronic transmission.



 


		20.3.	The Parties shall notify each other any change of their addresses or contact details, which shall be effective
on the fifth Business Day after receipt of the notice, unless it specifies a different date from which the change of address or contact
details shall be effective.



 






    Page 60 of 89


     


    

 


		20.4.	For the purposes of this Shareholder Agreement, a “Business Day” shall mean a day, other than
a Saturday or a Sunday, in which banks are generally open to the public for ordinary transactions in New York, United States of America.



 


		20.5.	Each of the Stockholders consents to the delivery of any stockholder notice pursuant to the Delaware General
Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232
of the DGCL (or any successor thereto) at the e-mail address set forth below such Purchaser’s name on the signature page or
ANNEX 20.1, as updated from time to time by notice to the Company. To the extent that any notice given by means of electronic transmission
is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected email
address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each of the Stockholders
agrees to promptly notify the Company of any change in its e-mail address, and that failure to do so shall not affect the foregoing.



 


		21.	TAXES AND EXPENSES



 


		21.1.	All taxes and expenses deriving from this Shareholder Agreement shall be borne by each of the Parties
according to the Law.



 


		21.2.	If any party to this Shareholder Agreement seeks to enforce its rights under this Shareholder Agreement
by legal proceedings, the non-prevailing party shall pay all costs and expenses incurred by the prevailing party, including, without limitation,
all reasonable attorneys’ fees



 


		22.	ANTI-MONEY LAUNDERING PROVISION



 


		22.1.	In accordance with the applicable anti-money laundering statutes of jurisdictions where each of the Stockholders,
the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, and/or any related or complementary regulations, regarding money laundering and terrorist financing (the “AML
Regulations”), the Company and the Stockholders explicitly declare that they comply with the AML Regulations and commit to comply
with them anytime while they hold a stake in the Company.



 


		22.2.	Likewise, the Company and each Stockholder respectively commits to disclose, as soon as reasonably practicable
upon being requested by any Stockholder that is subject to mandatory information requirements under the AML Regulations, such documents
and information in its possession that are reasonable required in order to allow the Company and/or such Stockholder to comply with AML
Regulations (the “AML Obligation”).



 


		22.3.	Parties agree that in case of full or partial transfer of shares to third parties, or in any other event
that may imply that the a third party may be considered as a Stockholder of the Company, it would be mandatory, essential and unavoidable
before the execution of the corresponding contract (a) that the documentation and information that may be required by the Company
and/or the other Stockholders as indicated in the paragraph above regarding the AML Obligation is disclosed and (b) that in the contract
to be executed, the third party expressly declares (i) that it acknowledges and accepts that compliance with the AML Regulations
is an essential condition in order to participate in the Company; (ii) that it complies with and commits to comply anytime while
it holds a participation in the Company with the AML Regulations and the AML Obligation.



 


		23.	DATA PROTECTION



 


		23.1.	Each undersigning individual that act on his (her) behalf or on behalf of a legal person, acknowledges
that his (her) personal data have been incorporated to, and are necessary for the execution of, this Shareholder Agreement. Such personal
data will be exclusively processed in connection with the execution and enforcement of this Shareholder Agreement.



 


		24.	APPLICABLE LAW AND JURISDICTION



 


		24.1.	This Shareholder Agreement shall be governed by and construed in accordance with the internal law of the
State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of
the State of Delaware.



 






    Page 61 of 89


     


    

 


		24.2.	Governing Law & Personal Jurisdiction.



 


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


 


		24.3.	Arbitration.



 


		k.	The parties hereto agree that any dispute or controversy arising out of, relating to, or in connection
with this Agreement, the Transaction Documents or the transactions contemplated hereby (a “Dispute”) shall be arbitrated
pursuant to the Delaware Rapid Arbitration Act, 10 Del. C. § 5801, et seq. (the “DRAA”). The parties agree to
take all steps necessary or advisable to submit any Dispute that cannot be resolved by the parties for arbitration under the DRAA (the
 “Arbitration”) in accordance with this Section 9.5, and each party represents and warrants that it is not a “consumer”
as such term is defined in 6 Del. C. § 2731. By executing this Agreement, (i) each party hereby waives, and acknowledges and
agrees that it shall be deemed to have waived, any objection to the application of the procedures set forth in the DRAA, (ii) consents
to the procedures set forth in the DRAA, and (iii) acknowledges and agrees that it has chosen freely to waive the matters set forth
in subsections (b) and (c) of Section 5803 of the DRAA. IN CONNECTION THEREWITH, EACH PARTY UNDERSTANDS AND AGREES THAT
IT SHALL RAISE NO OBJECTION TO THE SUBMISSION OF THE DISPUTE TO ARBITRATION IN ACCORDANCE WITH THIS SECTION 6(h) AND THAT IT
WAIVES ANY RIGHT TO LAY CLAIM TO JURISDICTION IN ANY VENUE AND ANY AND ALL RIGHTS TO HAVE THE DISPUTE DECIDED BY A JURY.



 


		l.	The Arbitration shall be conducted in accordance with the Model Rules for Arbitration under the DRAA,
as such Rules may be amended or changed from time to time; provided that the parties to such Arbitration may agree to depart from
the Model Rules by (i) adopting new or different rules to govern the Arbitration or (ii) modifying or rejecting the
application of certain of the Model Rules.



 


		m.	The Arbitration shall take place in Wilmington, Delaware, or any other location to which the parties and
the Arbitrator may agree. All Parties shall have the right, if doing so can be reasonably accommodated by the Arbitrator, to attend any
preliminary or final hearings, and to present evidence, remotely.



 


		n.	The Arbitration shall be presided over by one arbitrator (the “Arbitrator”) who shall
be mutually agreed to by the parties to such Arbitration. In the event that the parties are unable to agree upon the identity of the Arbitrator
within forty-five (45) days of the commencement of the Arbitration, then either party may file a petition with the Court of Chancery pursuant
to Section 5805 of the DRAA.



 


		o.	The Arbitrator shall conduct the hearing, administer oaths, and make such rulings as are appropriate to
the conduct of the proceedings. The Arbitrator shall allow each of the parties an opportunity to present evidence and witnesses and to
cross examine witnesses presented by the opposing party. In no event, however, shall witnesses other than employees or experts retained
or employed by the parties, or former employees of the parties, be called to testify at the Arbitration.



 


		p.	The arbitral award (the “Award”) shall (i) be rendered within 120 days after the
Arbitrator’s acceptance of his or her appointment; (ii) be delivered in writing; (iii) be the sole and exclusive remedy
with respect to the Dispute between and among the parties; and (iv) be accompanied by a form of judgment. The Award shall be deemed
an award of the United States, the relationship between the parties shall be deemed commercial in nature, and any Dispute arbitrated pursuant
to this Section 6(h) shall be deemed commercial. The Arbitrator shall have the authority to grant any equitable or legal remedies,
including, without limitation, entering preliminary or permanent injunctive relief; provided, however, that the Arbitrator shall not have
the authority to award (and the parties waive the right to seek an award of) punitive or exemplary damages.



 






    Page 62 of 89


     


    

 


		q.	The parties hereto agree that, subject to any non-waivable disclosure obligations under federal law, the
Arbitration, and all matters relating thereto or arising thereunder, including, without limitation, the existence of the Dispute, the
Arbitration and all of its elements (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other
oral submissions, and any decision of the Arbitrator or Award), shall be kept strictly confidential, and each party hereby agrees that
such information shall not be disclosed beyond: (i) the Arbitrator and necessary support personnel; (ii) the participants in
the Arbitration; (iii) those assisting the parties in the preparation or presentation of the Arbitration; and (iv) other employees
or agents of the parties with a need to know such information. In all events, the parties participating in the Arbitration proceedings
shall treat information pertaining to the Arbitration with the same care that they treat their most valuable proprietary secrets. In the
event that federal law imposes upon either party an obligation to disclose the fact of the Arbitration or the nature of the claims or
counterclaims asserted, such party(ies) shall disclose no more than the minimum information required by law after first consulting with
and attempting in good faith to reach agreement with the opposing party(ies) regarding the scope and content of any such required disclosure.



 


		r.	Each party hereto shall bear its own legal fees and costs in connection with the Arbitration; provided,
however, that each such party shall pay one-half of any filing fees, fees and expenses of the Arbitrator or other similar costs incurred
by the parties in connection with the prosecution of the Arbitration.



 


		s.	Notwithstanding any provisions of this Agreement, or any statute protecting the confidentiality of the
Arbitration and proceedings taken in connection therewith, in the event that either party in the Arbitration is required to defend himself,
herself or itself in response to later proceedings instituted by the other in any court, relating to matters decided in the Arbitration,
such party shall be relieved of any obligation to hold confidential the Arbitration and its proceedings in order to submit, confidentially
if and to the extent possible, sufficient information to such court to allow it to determine whether the doctrines of res judicata, collateral
estoppel, bar by judgment, or other, similar doctrines apply to such subsequent proceedings.



 


		t.	Notwithstanding anything to the contrary set forth in this Section 6(h), if any amendment to the
Act or the DRAA is enacted after the date of this Agreement, and such amendment would render any provision of this Section 6(h) unenforceable
thereunder, such provision shall be excluded, and the remaining provisions of this Section 6(h) shall be enforced to the extent
permitted by law.



 


		24.4.	WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR
THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE),
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES
HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH
PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.



 


		25.	DELAYS AND OMISSIONS



 


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


 






    Page 63 of 89


     


    

 


		26.	COUNTERPARTS



 


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


 


IN WITNESS WHEREOF, the Parties sign this
Shareholder Agreement as of the date set forth in the heading.


 


		 	 



 






    Page 64 of 89


     


    

 


SCHEDULE 9


 


SELLERS REPRESENTATIONS AND WARRANTIES


 


Each of the Sellers represents and warrants to
the Buyer the following:


 


		1.	PART A – FUNDAMENTAL REPRESENTATIONS AND WARRANTIES



 


		1.1	Capacity



 


		1.1.1	The Sellers have full legal capacity to execute this Agreement, comply with obligations arising out of
the same and carry out and complete the transactions provided for therein.



 


		1.1.2	The Company is a corporation duly incorporated, organized, validly existing and in good standing under
the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as
presently proposed to be conducted.



 


		1.1.3	This Agreement and the Transaction Documents, when executed, shall have been duly executed by the Sellers
and the Company and the obligations provided for therein shall constitute legal and valid obligations binding on the Sellers and the Company
and may be raised against them in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies.



 


		1.1.4	The Sellers and the Company have obtained all approvals, permits, authorizations and licenses required
to enter into and to perform their respective obligations under this Agreement and the Transaction Agreements.



 


		1.1.5	All corporate action required to be taken by the Company’s Board of Directors and stockholders in
order to authorize the Company to enter into the Transaction Documents, has been taken or will be taken prior to the Closing. All action
on the part of the officers of the Company necessary for the execution and delivery of the Transaction Documents, the performance of all
obligations of the Company under the Transaction Documents to be performed as of the Closing, has been taken or will be taken prior to
the Closing.



 


		1.1.6	No consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any federal, state or local governmental authority is required on the part of the Company or the Sellers in connection
with the consummation of the transactions contemplated by this Agreement, except for the filing of the New Restated Certificate, which
will have been filed as of the Closing Date.



 


		1.2	No Bankruptcy



 


		1.2.1	Neither the Sellers nor the Viapool Entities been declared insolvent or bankrupt or have filed for insolvency
or bankruptcy nor are the Sellers aware of any person having filed an insolvency or bankruptcy request.



 


		1.2.2	Neither the Sellers nor any of the Viapool Entities has, by reason of actual or anticipated financial
difficulties, commenced negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness, no creditor
of the Sellers nor any of the Viapool Entities has enforced any security over or has seized any assets of the Sellers or the Viapool Entities,
no unsatisfied judgment is outstanding against the Sellers or the Viapool Entities, and no Seller or Viapool Entity has suspended or ceased
to carry on all or a material part of its Business.



 


		1.3	Capital Stock. Titles of ownership



 


		1.3.1	The Capital Stock of the Company as of the Execution Date is the one indicated in Recital B of the Agreement.



 


		1.3.2	As of Closing Date, the authorized capital of the Company will consist of 8,777,706 shares of common
stock, of $ 0.00001 par value per share, issued, outstanding, duly authorized, fully paid, non-assessable and issued in compliance with
all applicable federal and state securities laws.



 






    Page 65 of 89


     


    

 


		1.3.3	As of Closing Date, the holdings of each Seller in the authorized capital of the Company will be such
as indicated in Section 5.1(iv) of the Agreement, and all the shares shall have been validly issued, subscribed for and paid
up in full.



 


		1.3.4	At the Closing Date, the Sellers are the only owners of the Shares, which are free from any Liens and/or
encumbrances (including any right -whether exercisable now or in the future and whether contingent or otherwise) to call for the conversion,
issue, sale or transfer, redemption or repayment of any share or any other security giving rise to a right over or an interest in, the
share capital of the Company.



 


		1.3.5	The Shares, at the Closing Date, will be validly issued, fully paid and non-assessable and free of any
Liens other than the restrictions on transfer under the Transaction Documents, and applicable state and federal securities laws.



 


		1.3.6	The Sellers are entitled to sell and transfer the full legal and beneficial ownership of the Shares, in
compliance with all applicable statutory requirements and any other corporate requirement in this regard.



 


		1.3.7	As of Closing Date, there are no outstanding options, warrants, rights (including conversion or preemptive
rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any
shares of any class, or any securities convertible into or exchangeable for shares of the Company.



 


		1.4	Subsidiaries



 


		1.4.1	Other than the OpCos, the Viapool Entities do not currently own or control, directly or indirectly, any
interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity.
The Viapool Entities are not a participant in any joint venture, partnership or similar arrangement.



 


		1.4.2	Argentine OpCos.



 


		1.4.2.1	Viapool SRL



 


		(i)	Viapool SRL is a sociedad de responsabilidad limitada duly incorporated, organized, validly existing
and in good standing under the laws of Argentina and has all requisite corporate power and authority to carry on its business as now conducted
and as presently proposed to be conducted.



 


		(ii)	Viapool SRL was registered with the General Inspection of Corporations of the City of Buenos Aires (“GIC”)
on November 23, 2007, under number 10,868, of Book 127 of Sociedades de Responsabilidad Limitada.



 


		(iii)	The current capital stock of Viapool SRL is of Pesos argentinos 87,600, represented in 8,760 quotas
of AR$ 10 of nominal value each and one vote per quota, fully subscribed and paid-in.



 


		1.4.2.2	MD Sas



 


		(i)	MD Sas is a sociedad por acciones simplificada duly incorporated, organized, validly existing and
in good standing under the laws of Argentina and has all requisite corporate power and authority to carry on its business as now conducted
and as presently proposed to be conducted.



 


		(ii)	MD Sas was registered before the GIC on October 1, 2018, under number RL-2018-49549708-APN-DA DA#IGJ.



 


		(iii)	The current capital stock of MD Sas is of Pesos argentinos 21,400, represented in 21,400 shares
of AR$ 1 of nominal value each and one vote per quota, fully subscribed and paid-in.



 


		(iv)	The Company pursuant to an offer letter dated February 3, 2021 and an offer letter dated May 28,
2021, has made irrevocable capital contributions to MD Sas for the aggregate amount of $300,000, which was entirely disbursed. The funds
of the irrevocable capital contributions were used by MD Sas to pay operating expenses].



 






    Page 66 of 89


     


    

 


		1.4.2.3	Transfer of Argentine OpCos



 


		(i)	The Company and the Founders entered into an Exchange Agreement dated November 12, 2020 (and related
documents such as several Restricted Stock Purchase Agreements, offer of assignment of quotas and offer of sale of shares) pursuant to
which 100% of the equity interests and shares of the capital stock of MD Sas and 95% of the equity interests and quotas of the capital
stock of Viapool SRL were exchanged for a certain number of the Company’s Common Stock. The remainder 5% of the equity interests
and quotas of the capital stock of Viapool SRL were sold by the Founders to MD Sas for a cash consideration of Pesos argentinos
370,000.



 


		(ii)	In anticipation of the Stock Purchase Agreement and in light of the lengthy process involved, the Company
has not begun the process to register itself as a foreign shareholder of a company in Argentina, which is required in accordance with
Section 123 of the Argentine General Corporations Acts Nr. 19,550, as amended. This delay is only the result of the lengthy bureaucratic
process required. In the interim prior to registration, the ownership units of each of the OpCos were transferred and pledged to the Company,
so as to allow the Company complete control of the OpCos and to act, in all circumstances, as the de facto shareholder of 100% of the
OpCos.



 


		(iii)	The transfer of quotas of Viapool SRL in favor of the Company and MD Sas has not been notified to Viapool
SRL nor registered with the GIC (the Inspección General de Justicia or the “General Inspection of Corporations”).
The quotaholders of record of Viapool SRL are currently Founder 1 (35%), Founder 2 (35%), Founder 3 (15%) and Founder 4 (15%).



 


		(iv)	The transfer of shares of MD Sas to the Company has not been notified to MD Sas. The shareholders of record
of MD Sas are currently Founder 1 (50%) and Founder 2 (50%).



 


		(v)	The quotas of Viapool SRL are pledged in favor of the Company and MD Sas and the shares of MD Sas are
pledged in favor of the Company. Except for such pledges and the irrevocable capital contributions made by the Company to MD Sas, the
shares and quotas of the Argentine OpCos are free from any Liens and/or encumbrances (including any right -whether exercisable now or
in the future and whether contingent or otherwise) to call for the conversion, issue, sale or transfer, redemption or repayment of any
share or any other security giving rise to a right over or an interest in, the share capital of the Argentine OpCos.



 


		(vi)	The transfer and pledge of the quotas and shares of the Argentine OpCos to the Company and MD Sas, as
applicable, are valid, binding and enforceable against the Founders, and since the transfer date of such quotas and shares the Founders
have been exercising their rights as shareholders of the Argentine OpCos only and to the extent instructed by the Company. They will continue
to act in that manner until the transfer of the quotas and shares is complete and duly notified to the Argentine OpCos and registered
with the GIC.



 


		1.4.3	Chilean OpCo:



 


		1.4.3.1	The Chilean OpCo is a sociedad por acciones duly incorporated, organized, validly existing and
in good standing under the laws of Chile and has all requisite corporate power and authority to carry on its business as now conducted
and as presently proposed to be conducted.



 


		1.4.3.2	The Chilean OpCo was incorporated through public deed dated April 1, 2014, before the Public Notary
Félix Jara Cadot under repertoire Nr 10,168/2014. An extract of such deed was registered before the Registry of Commerce of the
Real Estate Conservator of Santiago at pages 32,751, number 20,448 of year 2014 and published in the Official Gazette on May 8,
2014. Due to the late registration and publication of the Chilean OpCo incorporation, a remediation deed was granted on October 28,
2014 before the Public Notary Félix Jara Cadot under repertoire Nr 33,842/2014. An extract of this deed was registered before the
Registry of Commerce of the Real Estate Conservator of Santiago at pages 82,485, number 50,289 of year 2014 and published in the
Official Gazette on November 8, 2014.



 


		1.4.3.3	The current capital stock of the Chilean OpCo is of Pesos chilenos 359,848,125, represented in
1,121 shares, ordinary, nominative, of a same class, without nominal value, fully subscribed and paid-in.



 


		1.4.3.4	The shares of the Chilean OpCo are free from any Liens and/or encumbrances (including any right -whether
exercisable now or in the future and whether contingent or otherwise) to call for the conversion, issue, sale or transfer, redemption
or repayment of any share or any other security giving rise to a right over or an interest in, the share capital of the Chilean OpCo.



 


		1.4.3.5	The Company owns 100% of the equity interests of the Chilean OpCo.



 






    Page 67 of 89


     


    

 


		1.4.3.6	The Company has complied with all filings and registrations required under the laws of Chile to be a shareholder
of the Chilean OpCo.



 


		2.	PART B – BUSINESS REPRESENTATIONS AND WARRANTIES



 


		2.1	Information



 


To the Sellers’ Knowledge, the information
contained in this SCHEDULE 9 to the Agreement, as well as all written and verbal information given to the Buyer and its professional advisers
in relation to the Shares, the Company and the Business including their assets, is true, complete, accurate and not misleading and no
material information has been omitted or hidden.


 


In each instance as relevant, the business representations
and warranties herein are limited by the information contained in the document titled “Disclosure Schedule” attached
to this SCHEDULE 9 and incorporated herein, including its exhibits which are referenced in the below Sections of this Schedule 9 . Each
representation and warranty, to the extent of any contrary information expressed in the Disclosure Schedule is qualified, modified, conditioned,
and limited as is consistent with the information set forth in the Disclosure Schedule and the Exhibits referenced below and attached
to the Disclosure Schedule.


 


“Sellers’ Knowledge”
refers to the actual knowledge of the Founders or any Investors at the time in question or to the Founders’ constructive knowledge
at the time in question only to the extent that Founder 1 or Founder 2 should have known the information consistent with their legal duties
of reasonable care, good faith, and diligence in their actual roles as a director or officer Viapool Inc. or the OpCos.


 


		2.2	Articles of association, statutory books and other corporate matters



 


		2.2.1	The statutory books, books of accounts and other records of any kind whatsoever of the Viapool Entities
required by the applicable laws: (1) are maintained in accordance with applicable laws on a proper and consistent basis; (2) contain
true, up-to-date and complete records of the matters required to be contained in such books and records; and (3) all the corporate
resolutions required to be registered at public registries and the documents required to be delivered by law have been properly registered
and delivered, except as is otherwise stated herein or the Disclosure Schedule.



 


		2.2.2	The governing bodies of the Viapool Entities, as well as all their attorneys-in-fact, have managed the
Viapool Entities in the ordinary course of business and in compliance with applicable statutory and legal provisions, and have carried
out their duties and position with the diligence and loyalty required by the law.



 


		2.2.3	The Viapool Entities are not a party to joint ventures, partnership or profit-sharing agreements, temporary
co-operative companies or associations of economic interests, any shareholders’ agreement or similar arrangement.



 


		2.2.4	The Viapool Entities (i) do not own or control, directly or indirectly, any interest in any other
corporation, partnership, trust, joint venture, limited liability company, association, or other business entity (other than the OpCos)
and (ii) do not have the benefit of any option or agreement to acquire all or any part of the share or loan capital or other securities
of any other corporate body.



 


		2.2.5	The current articles of incorporation, by-laws or constitutional documents of the Viapool Entities are
in the same form as those filed at the public registries of the relevant jurisdiction (to the extent such documents are required to be
registered publicly). No resolutions modifying the articles of incorporation of the Viapool Entities are pending to be registered. The
By-Laws of the Company are those adopted on July 2, 2020, and they have not been amended.



 


		2.3	Financial Statements



 


		2.3.1	The Sellers have delivered to the Buyer the Viapool Entities’ consolidated unaudited balance sheet,
income statement and cash flows as of and for the fiscal year ended 2020 (the "Financial Statements").



 


		2.3.2	By the date of the Completion Notice, Sellers shall have provided to the Buyer and shall add to this Agreement
as Exhibit 2.3.2 a partial unaudited financial statement covering the period ending October 31 ,2021 (the “2021
Financial Statements”).



 






    Page 68 of 89


     


    

 


		2.3.3	As of the date of the Completion Notice, the Financial Statements and the 2021 Financial Statements shall
have been prepared in accordance with applicable law, and (ii) show a true and fair view of the assets and financial situation of
the Viapool Entities, as well as profit and loss on operations carried out in the period to which the Financial Statements relate in accordance
with requirements of the applicable law and international financial reporting standards(“IFRS”).



 


		2.3.4	The Viapool Entities’ liabilities or obligations (actual or contingent, accrued or un-accrued) to
third parties, debts, bonds, guarantees or securities are only those accounted for in the Financial Statements or disclosed in the Disclosure
Schedule.



 


		2.4	Absence of changes



 


Since the date of the Financial Statements up
to the Closing Date, except as set forth on the Disclosure Schedule:


 


		2.4.1	Each Viapool Entity has carried on its Business as a going concern in the ordinary course of business
in all material respects. They have not engaged in any conduct outside of the ordinary course of business to increase their liabilities
with third parties;



 


		2.4.2	All transactions between each Viapool Entity and each of the Sellers have taken place substantially in
a manner and on terms substantially consistent with previous practice and, in any case, on an arm's length basis;



 


		2.4.3	The Viapool Entities have not borrowed any money, except for any borrowing outstanding before the date
of the 2021 Financial Statements;



 


Viapool Entities have not changed their
accounting procedures, principles or practices; have not amended its practices of managing their working capital including not seeking
to defer payments to creditors or seeking to accelerate collections from debtors other than in accordance with consistent past practice;


 


		2.4.4	The Viapool Entities have not settled any claims or litigation, arbitration or similar proceedings, except
for the settlement of the judiciary claim initiated by Obra Social Conductores de Remises Autos al Instante y Afines against Viapool
SRL; and



 


		2.4.5	the Viapool Entities have not entered into any agreement, commitment with any third party or failed to
comply with, breached, amended, changed, rescinded or in any manner altered the material terms and conditions of any material contract
to which each Viapool Entity is a party, and there are no obligations to execute or approve new agreements or contracts, except as may
be expressly disclosed in the Disclosure Schedule.



 


		2.4.6	In particular, except as expressly stated herein or in the Disclosure Schedule, no Leakage has occurred
from the date of the Financial Statements 2021.



 


For the purposes of this Section, the
expression "Leakages" used in relation to the Company, means:


 


		•	payment of any amount (as dividend or other type
of distribution –whether in cash or in kind–, return of contributions or payment for services) by any Viapool Entity to the
Sellers or to any Connected Person to the Sellers.



 


		•	any return of capital (whether by reduction of
capital or redemption or purchase of shares or otherwise) by any Viapool Entity or any amount payable on the repurchase, repayment, redemption,
reduction or cancellation of any share capital, loan capital or other securities of any of the Viapool Entities,



 


		•	purchase or sale of any asset by the Viapool
Entities, on the one hand, and the Sellers or any Connected Person to the Sellers on the other,



 


		•	assumption of liabilities or obligations by the
Viapool Entities relating to the Sellers or any Connected Person to the Sellers (including any management, service or other charges or
fees paid (or agreed to be paid) to the Sellers or any Connected Person to the Sellers).



 


		•	waiver of any amount or right by the Viapool
Entities in favor of the Sellers, any Connected Person to the Sellers,



 






    Page 69 of 89


     


    

 


		•	any payment of or promise to pay interest or
principal in respect of any indebtedness owed by the Viapool Entities in favor of the Sellers, or of any Connected Person to the Sellers,



 


		•	any payment of any costs, bonuses or other sums
by the Viapool Entities in favor of the Sellers, or of any Connected Person to the Sellers.



 


		•	any guarantee, indemnity or security provided
by any Viapool Entity in respect of the obligations or liabilities of the Sellers, or of any Connected Person to the Sellers,



 


		•	any other liabilities incurred (whether in cash
or kind) or benefits conferred by any Viapool Entity in favor of the Sellers, or of any Connected Person to the Sellers,



 


		•	any payments made, or liabilities incurred, by
any Viapool Entity with respect to any director or any third party in connection with or relating to this Agreement (including any transaction
or retention bonuses or management or advisers’ fees payable in connection with the transaction contemplated in this Agreement).



 


		•	increase or reduce the Viapool Entities’
corporate capital, issue new shares, debentures or any other security or right which permits acquisition or subscription of shares in
any Viapool Entity;



 


		•	sell, transfer, or create any encumbrance over the Shares of the Company,
or the shares / quotas of the OpCos;



 


		•	undertake any item of capital expenditure or
acquisitions of any type out of the ordinary course of business;



 


		•	make any payment or borrow any amount to the
Sellers or its Connected Persons or to any third person out of the ordinary course of business;



 


		•	enter into any agreement to incur any borrowings
or incurring any debt in the nature of borrowings;



 


		•	any payment, accrual and/or recognition of the
right to payment of any emoluments, fees, fees, bonuses, incentive plans, pensions, allowances, insurance, services or the assumption
of costs or expenses on behalf of any of the Sellers or their Connected Persons or by reason of this Agreement;



 


		•	commence or settle any litigation, arbitration
or other proceedings by any Viapool Entity where the potential or actual amount of the dispute is greater than $10,000; or



 


		•	any expenses as a consequence of any of the actions above referred.



 


		•	In general, enter into any agreement or dispose the Viapool Entities’
assets or assume liabilities out of the ordinary course of business.



 


The Term Leakages excludes Permitted
Leakages. For these purposes "Permitted Leakages" means:


 


		o	any ordinary payment, up to $ 10,000 per month; and



 


		o	any Leakages previously approved in writing by the Buyer.



 


		2.5	Assets, Property & Permits



 


		2.5.1	Other than as set forth on the Disclosure Schedule, each Viapool Entity possesses valid legal title over
the machinery, equipment, fittings, and other moveable assets used in its operations, and it maintains them in proper and safe working
order, ensuring that they are adequate for the purposes for which they are required in the terms established in the applicable legislation.
The physical and intangible assets (to the exclusion of financial assets) of the Company and the OpCos are set forth on Exhibit 2.5.1.



 






    Page 70 of 89


     


    

 


		2.5.2	Viapool SRL is the legal owner of the following Apps (for iOS and Android): (i) the passenger App
named “Viapool Charters - Usuario” available in Argentina, (ii) the driver App named “Viapool Charters - Conductor”,
used for the provision of mobility services, available in Argentina, iii) the passenger App named “Viapool Charters - Usuario”
available in Chile; (iv) the driver App named “Viapool Charters - Conductor”, used for the provision of mobility services,
available in Chile; (v) the driver App named “Viapool Socios” available in Argentina; (vi) passenger App named “Viapool
Remises”, available in Argentina; and (vii) the App named “Viapool Tracker”, available in Argentina. Viapool SRL
is the legal owner of the web-based management module, as well as of the back-end, architecture, algorithms, simulator, data reports and
map data set. Those Apps are in good working order.



 


		2.5.3	Permits: Each Viapool Entity has all the valid licenses, permits, records and administrative authorizations
or similar titles required in order to legally possess and operate the aforementioned machinery, equipment and other moveable assets.



 


		2.5.4	The property and assets that each Viapool Entity owns are free and clear of all mortgages, deeds of trust,
liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances
and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property
or assets. With respect to the property and assets it leases, each Viapool Entity is in compliance with such leases and holds a valid
leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets. The Viapool Entities
do not own any real property.



 


		2.6	Agreements



 


		2.6.1	Exhibit 2.6.1. contains a list all material agreements to which the Viapool Entities are a
party;



 


		2.6.2	Each material agreement to which a Viapool Entity is a party is legal, valid, binding, enforceable and
is in full force and effect, and will continue to be legal, valid, binding, enforceable and in full force and effect under the same terms
after the consummation of the transaction hereunder;



 


		2.6.3	The formalization of the Transaction, does not imply a breach or cause for termination of any material
agreement to which a Viapool Entity is a party;



 


		2.6.4	Except as may be stated on the Disclosure Schedule, no material agreement to which a Viapool Entity is
a party contains a change of control clause, change of ownership structure or similar clause that could be triggered as a consequence
of the execution of the transaction, and to the extent such a clause exists, it has been waived by the date of the Completion Notice;
and



 


		2.6.5	No Viapool Entity has breached any of the material agreements to which it is a party and, to the Sellers’
Knowledge, no counterparty to any such contract has performed a material breach.



 


		2.7	Financial liabilities



 


		2.7.1	There are no outstanding accounts: (1) loans made by the Viapool Entities to, or debt owing to the
Viapool Entities by, the Sellers or any director of the Viapool Entities or any Connected Person with them; nor (2) any agreement
or arrangement to which a Viapool Entity is a party and in which the Sellers or any director of the Viapool Entities appointed by the
Sellers or any Connected Person to the Seller has an interest.



 


		2.7.2	There is no outstanding guarantee, indemnity, or security given by the Viapool Entities for the benefit
of the Sellers, any director of the Viapool Entities or any Connected Person to them.



 


		2.8	Taxes



 


		2.8.1	Each of the Viapool Entities has complied with all applicable tax law and regulations in relation to all
tax periods open to inspection and are up-to-date with all required tax payments and filing of declarations, returns, withholdings, information
disclosures or any other obligations pursuant to any applicable tax law or regulation, as well as any other fees, duties or payments to
any governmental authority or agency or to any third party as may be required in connection with the Transaction.



 


		2.8.2	No tax audits, inspections or verification procedures are being carried out in relation to periods prior
to Closing.



 


		2.8.3	The income tax reporting and payment by the Company is fully in force and in compliance with law and each
Viapool Entity has in its possession all supporting documents to evidence this, including where such rights may arise from any periods
that are now time barred.



 






    Page 71 of 89


     


    

 


		2.8.4	All transactions and agreements entered into by each Viapool Entity and any current or past associated
enterprises, local affiliates or any third party have been and are on fully arm's length terms, except in the limited circumstances stated
on the Disclosure Schedule. Other than as stated in the Disclosure Schedule, there are no circumstances which could cause any Tax Authority
to make any adjustment for Tax purposes, or require any such adjustment to be made, to the terms on which any such transaction is treated
as taking place. Each Viapool Entity has maintained the transfer pricing documentation and records in relation to any related party payments
as required under applicable laws and regulations



 


		2.8.5	There are no encumbrances upon any properties or assets of the Viapool Entities arising from any failure
or alleged failure to pay any Tax.



 


		2.8.6	Other than as set forth in the Disclosure Schedule, each Viapool Entity has materially fulfilled the obligations
legally incumbent in relation to any subcontractors engaged during the years open to tax inspection, in full compliance with the applicable
law (including but not limited to grounds, verification of fulfilment of tax, salary and social security obligations by contractor and/or
subcontractor companies).



 


		2.8.7	No Viapool Entity has any permanent establishments (“PEs”), including fixed place PEs,
service PEs, sales agent PEs, digital PEs and/ or any other forms of taxable presence outside the jurisdiction of incorporation.



 


		2.9	Employment and social security aspects



 


		2.9.1	The employees and non-driver independent service providers of each Viapool Entity, at the Execution Date,
are identified in Exhibit 2.9.1, which states their tenure with the Company, yearly gross earnings and remuneration, and whether
their employment contracts are fixed, part-time or of any other type. Between the date of the Completion Notice and the Closing, no negotiations
or change whatsoever has taken place or is under way regarding these conditions and there is no undertaking whatsoever to carry out any
changes, unless disclosed on the Disclosure Schedule.



 


		2.9.2	Except as set forth in the Disclosure Schedule, each Viapool Entity currently complies and has at all
times complied with the obligations relating to employment, Social Security, health and safety, and pensions undertakings set out in the
applicable legislation and/or relevant collective agreement, and in the individual contracts it has signed with its employees.



 


		2.9.3	Except as set forth in the Disclosure Schedule, each Viapool Entity complies with relevant regulations
relating to subcontracting and self- employees and, to the knowledge of the Seller, there is no reason why employees of their subcontractors
or the self-employees could claim the benefit of a contract of employment with any Viapool Entity.



 


		2.9.4	Except as set forth in the Disclosure Schedule, each Viapool Entity is up-to-date in the payment of all
amounts which are payable, to workers who currently offer their services to such Viapool Entity, or who have in the past offered their
services to the Viapool Entity, both directly and indirectly, either as employees or via third parties, as members of the board of directors,
agents, representatives, etc.



 


		2.9.5	The only Collective Bargaining Agreement (CBA), covenant or collective agreement applicable or which,
by agreement, should be currently applied to the employees in Argentina is CCT No. 773/2019, but only to the extent mentioned
in the CBA and as agreed privately with the labor union as set forth in substance in the Disclosure Schedule.



 


		2.9.6	Except as set forth in the Disclosure Schedule, each Viapool Entity pays the employees' wages in the proper
manner and amount in accordance with the provisions of the applicable collective bargaining agreement and applicable legislation.



 


		2.9.7	Except as set forth in the Disclosure Schedule, each Viapool Entity is up to date in its payment of the
necessary Social Security contributions and/or other similar charges, pursuant to the legislation in force and in the due amounts and
has submitted its contribution payment reports and all the other required documentation, in the manner and within the time periods established
to this end in the legislation in force. No failure to make payment, delay or deferral payments or deposited contributions for a lower
amount than is due has taken place, nor has any administrative debt claim for contributions, sanctions or settlements been filed regarding
non-compliance with Social Security obligations. Each Viapool Entity has withheld and paid to the appropriate governmental entity or is
holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of the Company and/or any
other natural or judicial person and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with
any of the foregoing.



 






    Page 72 of 89


     


    

 


		2.9.8	Each Viapool Entity has drawn up and signed its employment contracts in full compliance with all legal
and regulatory requirements and in compliance with the end purpose inherent to the type of contract used in each case. The temporary status
clauses of the temporary employment contracts are correctly founded in accordance with the regulations applicable to each type of contract.



 


		2.9.9	Except as set forth in the Disclosure Schedule, no covenant or commitment exists by virtue of which a
Viapool Entity is bound to pay any severance or compensation whatsoever for contractual resolution in an amount greater than the corresponding
legal severance provided for laws in each particular case.



 


		2.9.10	Except as set forth in the Disclosure Schedule, the Viapool Entities have not agreed any special covenants
in the employment contracts, such as exclusivity, permanence and post contractual non-compete clause.



 


		2.9.11	Except as set forth in the Disclosure Schedule, the Viapool Entities have not agreed any compensation
with any individual linked to the Viapool Entities by a commercial or employment relationship in case the requirements described take
place or a transaction of this nature.



 


		2.9.12	Except as set forth in the Disclosure Schedule, the Company has complied and continues to comply with
all Employment Law rules regarding work time registration and overtime.



 


		2.9.13	No employee is entitled to receive any benefit derived from the exercise of any right or option under
a stock option plan or share plan from any Viapool Entity.



 


		2.9.14	No particular profit sharing and/or other performance related incentive schemes exist which are not state
or mandatory schemes.



 


		2.9.15	No internal or external pension schemes have been entered into by any Viapool Entity for the benefit of
its employees and the Viapool Entity does not have (nor ever has had) any liability regarding any pension scheme (whether defined benefit
or otherwise).



 


		2.9.16	Except as set forth in the Disclosure Schedule, which details the latest inflation adjustment received
by the personnel and a recategorization received by a small number of employees that received a raise, there have been no increases in
any salaries in the six (6) months prior to the date of this Agreement, nor any Viapool Entity has made any commitment to any of
its employees regarding an increase in their salaries or other remuneration or compensatory arrangements (including any bonus).



 


		2.9.17	Except as set forth in the Disclosure Schedule, there is no former employee of any Viapool Entity who
has a statutory or contractual right to be considered as an employee of the Viapool Entities.



 


		2.9.18	Except as set forth in the Disclosure Schedule, all employees of the Viapool Entities have been duly registered
as employees of the relevant Viapool Entity, with the relevant social security authorities and the Viapool Entity has complied with all
its respective social security contribution obligations within the prosecutable periods as at the date hereof and are up to date with
such obligations and with all the legal obligations regarding social security and tax withholdings.



 


		2.9.19	No Viapool Entity has received any written notification regarding any pending labor conflict, including
strikes, work stoppages or collective claims in relation to its employees, nor are they aware of the existence of any judicial or
administrative proceedings (including inspection or verification proceedings by the Social Security) in progress in relation to labor,
social security or occupational risk prevention matters initiated in which the Viapool Entity is subject.



 


		2.9.20	No claims or actions being brought or pending on behalf of any employees or former employees against a
Viapool Entity or other employees of the Viapool Entity have been notified to the Viapool Entity or are expected to be notified at the
Execution Date.



 


		2.9.21	Except as set forth in the Disclosure Schedule, each Viapool Entity has always complied with all Laws
regarding employee representation by labor unions and in relation to any obligations to furnish information or to consult with employees
and/or employee representatives.



 






    Page 73 of 89


     


    

 


		2.9.22	Each Viapool Entity complies with and has complied with any applicable Health and Safety Legislation regarding
workplace safety.



 


		2.9.23	Each Viapool Entity has complied in all material respects with all applicable state and federal equal
employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification
and collective bargaining.



 


		2.10	Protection of personal data



 


		2.10.1	Each Viapool Entity has complied and complies with all the legal obligations set out in the applicable
laws and regulations regarding protection of personal data and the collection and use of personal data.



 


		2.10.2	All agreements executed by each Viapool Entity with customers and implying processing by the Viapool Entity
of data controlled by its customers include the necessary specifications and undertakings in application of the applicable privacy Laws
and regulations.



 


		2.10.3	All agreements executed by a Viapool Entity with subcontractors implying access by the latter to data
controlled by the customers of the Company include the necessary specifications and undertakings in application of the applicable privacy
Laws and regulations and have been duly authorized by the corresponding customers.



 


		2.10.4	All data subjects whose data are processed by the Viapool Entity as data controller (i) have been
provided by the Viapool Entity with the appropriate transparency notice and description of the processing of their data by the Viapool
Entity in accordance with applicable privacy Laws and regulations and (ii), when appropriate, have duly consented to such processing.
These data subjects who have been informed include customers of the Viapool Entity, potential customers, employees, applicants and subcontractors.



 


		2.10.5	Each Viapool Entity has in place protocols (i) for auditing its own compliance with the applicable
privacy Laws and regulations, (ii) for dealing with security breaches and notifying them to the appropriate supervising authorities,
(iii) for complying with data subjects’ requests relating to their rights; and (iv) for complying with personal data retention
and erasure principles; all of it in accordance with the requirements with the applicable privacy Laws and regulations.



 


		2.10.6	Each Viapool Entity has fully complied with all registration and documentation requirements under the
applicable data protection Laws and regulations and keep traceable proceedings regarding the handling of personal data.



 


		2.10.7	Each Viapool Entity has, at all times, taken appropriate security measures against unauthorized access
to, or unauthorized alteration, disclosure or destruction of, personal data and against all other unlawful forms of processing and has
taken all reasonable steps to ensure that its employees, contractors and other relevant persons have been made aware of and comply with
such security measures.



 


		2.10.8	Viapool Entity has not (a) received any enforcement notices, information notices or prohibition notices
from any data protection agency or regulatory or enforcement body in any jurisdiction, (b) received any written notice from any data
protection agency or regulatory or enforcement body in any jurisdiction alleging non-compliance by the Viapool Entity with applicable
data protection Laws and regulations or (c) received any written notice from the any data protection agency or regulatory or enforcement
body in any jurisdiction alleging a data subject has filed a complaint against it.



 


		2.10.9	No claims or actions by third parties has been submitted against any Viapool Entity and no inspections
or audits have been initiated by the public authorities, for the breach of any obligations in relation to personal data protection by
the Viapool Entities.



 


		2.10.10	The use by or on behalf of the Viapool Entities of any data, including any personal information, does
not infringe, misappropriate, or otherwise violate the rights of any Person or otherwise violate any applicable Law.



 






    Page 74 of 89


     


    

 





		2.11	Intellectual and Industrial Property


 


		2.11.1	All the trading names, trademarks, patents and other intellectual or industrial property rights regularly
used by the Viapool Entities, as well as, intellectual property rights on the software and computer programs, (including without limitation
the backend that manages requests, the algorithm, the systems status of the dashboard and the driver and customer simulator, any other
programs, improvements and updates) and applications (including driver and customer applications), all of it the “Viapool Entities’
IP Rights”, belong to the Viapool Entities for the territory of the whole universe, on an unlimited and perpetual basis, royalty-free,
including any extensions and/or renewals, for the maximum extent permitted in Law, and have been duly registered in its name, and their
use has not been subject to license or permanent or temporary assignment to any third party. All the Viapool Entities’ IP Rights
are solely, legally and beneficially owned by the Viapool Entities free from any encumbrance. In addition, the Viapool Entities are in
a position to provide sufficient evidence of the existence, ownership, and chain of title of the Viapool Entities’s IP Rights so
as to be able to defeat any challenge t to the Viapool Entities’s IP Rights and/or ownership.



 


		2.11.2	The Viapool Entities’ IP Rights are valid and maintained.



 


		2.11.3	Each Viapool Entity complies with the legal requirements to maintain in force the ownership of the Viapool
Entities’ IP Rights as well as to continue using said Viapool Entities’ IP Rights and, in particular, is up-to-date in its
payment of all royalties and fees on the Viapool Entities’ IP Rights. In addition, each Viapool Entity has prudently pursued all
the necessary procedures in order to safeguard and protect any intellectual property not registered to the Viapool Entity.



 


		2.11.4	The Viapool Entities’ IP Rights: (i) are being used in compliance with the laws, contracts
and agreements applicable to the Viapool Entities’ IP Rights; (ii) do not infringe or misappropriate any intellectual or industrial
property right owned by any third party; and (iii) to the best of the Sellers’ knowledge, no third party has infringed, misappropriated,
challenged the validity or enforceability, or carried out an unauthorized use of any Viapool Entities’ IP Rights. The Viapool Entities
do not use or incorporate any open-source software in any of the Viapool Entities' IP Rights and/or products made available to customers.



 


		2.11.5	The terms of the licenses and agreements relating to the intellectual and industrial property and software
programs used by each Viapool Entity (the “Licensed-In IP Rights”) are valid, binding and currently in force. No Viapool
Entity has breached any terms of these licenses and/or agreements, no dispute has arisen in this regard, and is entitled to use all the
programs, trademarks, patents, utility models and intellectual and industrial property rights that it uses in the course of its business.



 


		2.11.6	The owned Viapool Entities’s IP Rights and the Licensed-In IP Rights are the only IP Rights required
by the Viapool Entities to carry on their business. The Viapool Entities’ business further, does not depend on the maintenance of
any Licensed-In IP Rights which cannot be substituted for another license generally available in the market.



 


		2.11.7	Where a Viapool Entity has assigned any IP Rights in a project developed by it to a customer, this does
not restrict its ability to carry on its business or provide the same or similar products and services for any other person, and its business
does not infringe the rights so assigned.



 


		2.11.8	The Viapool Entities’ IP Rights have been created or developed by employees of the Viapool Entities
and contractors on written terms vesting ownership of those IP Rights in the Viapool Entities and full ownership in the IP Rights developed
by such employees and contractors has been transferred to the Viapool Entities without restrictions. No employee, contractor or former
employee or contractor of the Viapool Entities, or any third party or any of the Sellers, entitled to claim or has made a claim it has
any rights in relation to the Viapool Entities’ IP Rights.



 


		2.11.9	As set forth on the Disclosure Schedule, aach Viapool Entity has at all times taken reasonable industry
standard measures to protect the confidentiality of its Trade Secrets and other IP Rights.



 


		2.11.10	No Viapool Entity has infringed any third party intellectual or industrial property rights and there are
no claims outstanding in this regard.



 


		2.11.11	No government funding, facilities of a university, college, other educational institution or research
center, or funding from third parties was used in the development of any Viapool Entities’ Intellectual Property. No Person who
was involved in, or who contributed to, the creation or development of any Viapool Entities’ IP Rights, has performed services for
the government, university, college, or other educational institution or research center in a manner that would affect the Viapool Entities’
IP Rights.



 






    Page 75 of 89


     


    

 


		2.11.12	Exhibit 2.11.12 lists all patents, patent applications, registered trademarks, trademark applications,
service marks, service mark applications, tradenames, registered copyrights, and licenses to and under any of the foregoing, in each case
owned by each Viapool Entity.



 


		2.12	Insurance



 


		2.12.1	Each Viapool Entity (i) has obtained (and remain in force) all the insurance policies necessary to
comply with its legal and contractual obligations and to cover their assets and day-to-day activities and (ii) has paid all corresponding
premiums on such insurance policies in accordance with their respective terms.



 


		2.12.2	No Viapool Entity has made any claim under any such insurance policies which is still outstanding and
in respect of which any insurer has refused coverage.



 


		2.12.3	Exhibit 2.11.3 lists insurance policies maintained by the Company.



 


		2.13	Other



 


No Viapool Entity is indebted, directly or indirectly,
to any of its directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing,
other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses
and for other customary employee benefits made generally available to all employees. None of the Viapool Entities’ directors, officers
or employees, or any members of their immediate families, or any Affiliate of the foregoing are, directly or indirectly, indebted to any
Viapool Entity or, have any (i) material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship
with any of the Viapool Entities’ customers, suppliers, service providers, joint venture partners, licensees and competitors, (ii) direct
or indirect ownership interest in any firm or corporation with which a Viapool Entity is affiliated or with which the Viapool Entity has
a business relationship, or any firm or corporation which competes with the Viapool Entity except that directors, officers, employees
or stockholders of a Viapool Entity may own stock in (but not exceeding two percent (2%) of the outstanding capital stock of) publicly
traded companies that may compete with a Viapool Entity; or (iii) financial interest in any material contract with a Viapool Entity.


 


		2.14	Regulatory Matters



 


		2.14.1	Each Viapool Entity complies in all material respects with all applicable laws and any licence, permission,
registration, filing, permit, certificate, approval, consent or other authorisation (public or private).



 


		2.14.2	No Viapool Entity has received a notice from a public administration claiming that it lacks a licence,
permission, registration, filing, permit, certificate, approval, consent or other authorization (public or private) required for carrying
on its Business in accordance with all applicable laws and regulations.



 


		2.14.3	Each Viapool Entity holds all material licenses, permissions, registrations, filings, permits, certificates,
approvals, consents or other authorizations (public or private), required for carrying on its Business effectively in the places and in
the manner in which it is carried on at the date of this Agreement in accordance with all applicable laws and regulations.



 


		2.15	Environment



 


		2.15.1	No claims or proceedings have been notified to any Viapool Entity with respect to any breach of environmental
laws relating to the Viapool Entity.



 


		2.15.2	No Viapool Entity is aware of the existence of any environmental matters related to their business, at
or around any property thereof, which could: (a) give rise under any environmental law of the applicable jurisdiction to any fines,
penalties, losses, damages, expenses or other liabilities; (b) require the carrying out of any works; or (c) otherwise directly
or indirectly result in any material costs, losses or expenses being incurred; and no such events, actions or circumstances are likely
to arise.



 






    Page 76 of 89


     


    

 


		2.15.3	Anti-corruption



 


Neither the Viapool Entities nor any officer,
attorney, representative or agent of the Viapool Entities have either in private business dealings or in dealings with the public or government
sector directly or indirectly given, made, offered or received or agreed (either themselves or in agreement with others) to give, make
offer, or receive any payment, gift or other advantage which a reasonable person would consider to be unethical, illegal or improper,
or committed or attempted to commit (either themselves or in agreement with others) any other corrupt act.


 


		2.16	Litigation and judicial proceedings



 


		2.16.1	Except as stated in the Disclosure Schedule, no Viapool Entity is involved in any judicial or arbitration
proceedings or proceedings processed by any other authority. There is no claim, action, suit, proceeding, arbitration, complaint, charge
or investigation pending or to the Sellers’ knowledge, currently threatened (i) against any Viapool Entity or any officer,
director of the Viapool Entity or arising out of their employment or board relationship with the Viapool Entity; or (ii) that questions
the validity of the Transaction Documents or the right of the Company to enter into them, or to consummate the transactions contemplated
by the Transaction Documents. Neither a Viapool Entity nor its respective officers, directors is a party or is named as subject to the
provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers
or directors, such as would affect the Viapool Entity). There is no action, suit, proceeding or investigation by a Viapool Entity pending
or which a Viapool Entity intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations
pending or threatened in writing (or any basis therefor known to a Viapool Entity) involving the prior employment of any of Viapool Entities’
employees, their services provided in connection with the Viapool Entities’ business, any information or techniques allegedly proprietary
to any of their former employers or their obligations under any agreements with prior employers.



 


		2.16.2	Exhibit 2.17.2. lists all the legal disputes in which a Viapool Entity is a party.



 






    Page 77 of 89


     


    

 


DISCLOSURE SCHEDULE


 


This Disclosure Schedule is made and given pursuant
to Section 9 and Schedule 9 of the Stock Purchase Agreement, dated as of November 16, 2021 (the “Agreement”),
by, between and among SWVL GLOBAL FZE, several existing shareholders of VIAPOOL INC. (the “Company”),
and the Company. This Disclosure Schedule and its exhibits, which shall be deemed material parts of the Disclosure Schedule, define or
limit the representations and warranties made by the Sellers in Schedule 9 of the Agreement (“Schedule 9”). Its exhibits
are numbered to correspond to certain numbered sections of Schedule 9. Despite the intended implication that exhibits are conceptually
linked to the similar numbered sections of Schedule 9, any facts and matters referenced and disclosed in any exhibit shall be deemed disclosed
and shall be understood to limit the terms of Schedule 9 consistent with their literal texts irrespective of whether the matters disclosed
align with similarly numbered section of Schedule 9. All capitalized terms used but not defined herein shall have the meanings defined
in the Agreement, unless otherwise provided.


 


Nothing in this Disclosure Schedule is intended
to broaden the scope of any representation or warranty contained in the Purchase Agreement or to create any covenant. Inclusion of any
item in this Disclosure Schedule does not constitute a determination that such item: (1) is material or establish a standard of materiality,
(2) did not arise in the ordinary course of business, (3) are intended to benefit or be an admission to any third party concerning
such item. This Disclosure Schedule includes brief descriptions or summaries of certain agreements and instruments, copies of which are
available upon reasonable request.


 






    Page 78 of 89


     


    

 


EXHIBIT 2.3.2


TO THE DISCLOSURE SCHEDULE


 


FINANCIAL STATEMENTS FOR 10-MONTH PERIOD ENDING
OCTOBER 31, 2021


 


To be provided as a Condition Precedent


 






    Page 79 of 89


     


    

 


EXHIBIT 2.5.1


TO THE DISCLOSURE SCHEDULE


 


PHYSICAL AND TANGIBLE ASSETS OF THE COMPANY


 


Other than financial assets, the physical and
tangible assets of the Company are the following:


 


Motor Vehicles:


 


		•	Geely Emgrand X7 Sport. License plate number AE129RW



 


		•	Geely Emgrand GS-GC. License plate number AE129RT



 


Computers:


 


	Make	model	type	Serial number
	Lenovo	80XV	Notebook	PFOXADDN
	Samsung	Galaxy A01	Celular	R58R20E21QT
	HP	250 G7	Notebook	CND0330N1Q
	Samsung	Galaxy A01	Celular	R8MNC011Y0J
	BGH	E902	Notebook	 
	LG	K8	Celular	 
	Motorola	e5 plus	Celular	IMEI: 355559092246293
	Lenovo	81BN	Notebook 	81BN0070AR
	Samsun	J7 Prime	Celular	R28K41RKRLL
	LG	W2243S-PFV	Monitor	111NSXTOT234
	HP	HP240 G6	Notebook	C0BC53D27E6C
	Motorola 	E5 Plus	Celular	Imei: 355559092246343
	LG	K9	Celular	Imei: 35345209275725
	SAMSUNG	A10	Celular	imei:354725111353722
	HP	 	Notebook	 
	LG	K9	Celular	 
	Leven	ax-704	PC Escritorio	 
	LG	K9	Celular	Imei:353452093731996
	ViewSonic	VS13239	PC Escritorio	Serie: RWS103601368
	LG	K20	Celular	Imei:35677107442398
	Samsung	A01	Celular	Imei: 350824453461369
	Samsung	j7	celular	Imei 359964081593240
	nsx	omicron	notebook	00330-80000-00000-AA784
	LG 	K20	Celular	IMEI: 356277107530879
	NSX	omicron 	Notebook	2921
	LG 	22EA53V-P	Monitor	301NDDMGR370
	LG 	K10	Celular	 
	Motorola 	E6s	Celular	353601111002208
	Acer	Aspire R3-131T	Notebook	NXG0ZSA0035310FA676600
	Samsung	j7 - prime	Celular	IMEI: 355764089221644
	LG	K9	Celular	imei: 353452092713839
	LG	22ea53v-p	Monitor	 
	Lenovo	ideapag 330-15ikb	notebook	 


 






    Page 80 of 89


     


    

 


Furniture:


 


	Description	Quantity
	Candy chairs	21
	Frida wood Chairs	5
	Milo wood chairs	6
	Tolix chairs	4
	Operations desk	4
	Operations desk	2
	Operations table	1
	Meeting room table	1
	Lounge table	1
	Rolling drawers	6
	Kitchen table	2
	Chill out table	1
	Reception table	1
	Chill out bar / stand up work station	1
	Chill out couch	1
	Reception couch	4


 






    Page 81 of 89


     


    

 


EXHIBIT 2.6.1


TO THE DISCLOSURE SCHEDULE


 


MATERIAL AGREEMENTS


 


The current material agreements of the Company,
including regular and material business relationships that are not in writing, are the following:


 


List of material clients:


 


	Client	Document
	•      Peugeot Citröen Argentina S. A	PO
	•      ESPN SUR SRL	Contract
	•      S.C. Johnson & Son de Argentina S.A.I.C.	Contract
	•      INC S.A.	Contract
	•      Fresenius Medical Care Argentina S.A.	Contract
	•      Bayer S.A.	Contract
	•      Mondelez Argentina S.A.	PO
	•      Monsanto Argentina S.R.L.	Contract
	•      ID SUPPLY CHAIN S.A.	PO
	•      KIMBERLY-CLARK ARGENTINA SOCIEDAD ANONIMA	PO
	•      GESTAM ARGENTINA S.A.	PO
	•      SIEMENS INDUSTRIAL S.A.	Contract
	•      PAMPA ENERGÍA S.A.	Contract
	•      Unilever de Argentina S.A.	PO
	•      POLKA PRODUCCIONES S.A.	PO
	•      SIEMENS S.A.	Contract
	•      SAINT GOBAIN ARGENTINA S.A.	Contract
	•      FAURECIA ARGENTINA S.A.	PO
	•      Banco Santander Rio SA	PO
	•      ROYAL CANIN ARGENTINA SA	PO
	•      ARGENMAR S. A.	PO
	•      PAREXEL INTERNATIONAL SA	PO
	•      SAP Argentina S.A.	PO
	•      Nestle Argentina S.A.	PO
	•      SIEMENS MOBILITY S.A.	Contract


 


Other Material Commercial Agreements
(available upon request):


 


		•	Written lease for Buenos Aires office



 


		•	Contract / lease for coworking space in Santiago, Chile



 


		•	Settlement Agreement with Private Drivers’ Union “OBRA SOCIAL
DE CONDUCTORES DE REMISES Y AUTOS AL INSTANTE Y AFINES (O.S.C.R.A.I.A.)”



 


		•	Services Agreement with Argentine Attorney



 






    Page 82 of 89


     


    

 


		•	Services Agreement with Chile Attorney



 


		•	Services Agreement with Argentina Accountant



 


		•	Services Agreement with Chile Accountant



 


		•	Services Agreement with USA Accountant



 


		•	Services Agreements with Drivers of Private Vans & Buses (70)



 


		•	Services Agreements with Drivers of Private Cars (100)



 


		•	Services Agreements with Companies that Employ Drivers (20)



 






    Page 83 of 89


     


    

 


EXHIBIT 2.9.1


TO THE DISCLOSURE SCHEDULE


 


EMPLOYEES AND NON-DRIVER
SERVICE PROVIDERS OF VIAPOOL ENTITIES


 


Each of
the following persons (each, an “Employee”) have entered a Contrato
de Trabajo (the “Employment Contract”)
with one of the OpCos:


 


		1.	TAUBAS, ALEJANDRO



 


		2.	MIRAGAYA, ALEJO MATIAS



 


		3.	SANCHEZ BLANCO, JAVIER



 


		4.	CALVIÑO, NICOLAS



 


		5.	PIZALES, LUCIA



 


		6.	VEGA, ALAN



 


		7.	VAN DER WERTH, ALDANA CAROLINA



 


		8.	SELLA, ALAN



 


		9.	LEYES, JUAN PABLO



 


		10.	MIRANDA, SEBASTIAN



 


		11.	SANDBERG HAEDO, MARIA EUGENIA



 


		12.	TURK, JUAN EMILIO



 


		13.	HARMANN, CLAUDIA MELINA



 


		14.	RUTIGLIANO, PABLO NICOLAS



 


		15.	VANNA, JESICA MELISA



 


		16.	LOPEZ, MARTIN DARIO



 


		17.	GARCIA, FERNANDO MIGUEL



 


		18.	SELVA, PABLO MATIAS



 


		19.	ALOMAR, AGOSTINA BELEN



 


		20.	CAMPELO, LEANDRO EZEQUIEL



 


		21.	CERLES, MARIANO EMANUEL



 


		22.	MARTINEZ, PAULINA LUZ



 


		23.	BERNARDINI, VERONICA BEATRIZ



 


		24.	MATTA, TADEO EZEQUIEL



 


		25.	MAZZOTTA, FLAVIA GISELA



 


		26.	ALBORNOZ ,DANIELA LUCILA



 


		27.	MIRANDA, CAROLINA AILIN



 


		28.	PAGNIEZ VERONICA MARIA



 


		29.	LUNA LUCAS EZEQUIEL



 


		30.	MENDONCA MARIA DE LA PAZ



 


		31.	CARMONA RIVEROS DAVID HERNAN



 


		32.	DURAN MENESES NICOLAS GUILLERMO



 


		33.	GARCIA BRICEÑO AMANDA GABRIELA



 


		34.	GONZALEZ RIQUELME JOHN



 


		35.	LUENGO QUEZADA MANUEL ALEJANDRO



 


		36.	HERNANDEZ VILLA EDUARDO ANDRES



 






    Page 84 of 89


     


    

 


Each of
the following persons (each, a “Service Provider”) have entered a services
agreement as an independent contractor with one of the OpCos:


 


		1.	Agustín Gutierrez Scussel



 


		2.	Roberto Traverso



 


		3.	Miguel Martínez



 


		4.	Kelvin Pérez



 


		5.	Juan Pascale



 


		6.	Horacio Gómez



 






    Page 85 of 89


     


    

 


EXHIBIT 2.11.12


TO DISCLOSURE SCHEDULE


 


INTELLECTUAL PROPERTY


 


Lists all patents, patent applications, registered trademarks, trademark
applications, service marks, service mark applications, tradenames, registered copyrights, and licenses to and under any of the foregoing,
in each case owned by the Company.


 


The Company has registered the following trademarks and trademark applications:


 


	Trademark	Resolution	Class No. 	Date of Application	Country 	File Number	Status 	Owner
	Viapool	2542503	9	12172010	Argentina	3054563	Registered on 11.30.2012	Viapool SRL
	Viapool	2518220	42	12.17.2010	Argentina	3054565	Registered on 11.30.2012	Viapool SRL
	
    Viapool

     

     
	 	39	8.05.2021	Chile	
    20210805125733751

     
	PENDING	Viapool SPA


 


The Company has embedded the following open-source
technologies into some or all of its products: Java; Spring-boot; Spring Security; Hibernate; Maven; Angular 6; Typescript; Css; MySQL;
Android; Gradle; Nodejs; React native; Redux; Serverless; Lambda; and Php.


 






    Page 86 of 89


     


    

 


EXHIBIT 2.12.3


TO DISCLOSURE SCHEDULE


 


INSURANCE


 


In addition to the compulsory labor law insurance, namely the Seguro
de Riesgos del Trabajo, Viapool SRL maintains insurance policies for:


 


		•	Directors’ Car Insurance;



 


		•	Life insurance of the managing partners: Alejandro Taubas and Alejo Miragaya
(ZURICH);



 


		•	Rental surety insurance; and



 


		•	Surety bond for directorial liability.



 






    Page 87 of 89


     


    

 


EXHIBIT 2.17.2


TO THE DISCLOSURE SCHEDULE


 


LEGAL DISPUTES


 


Viapool SRL is currently a party to the following legal disputes:


 


Legal case: “GONGORA c/ LOTO CONZI
s/ DESPIDO”


 


Court: San Isidro Labor Court No 1


 


File Number: 36238/2019


 


Start Date: 22/10/2019


 


Claim: Severance pay. Labor relationship not regular.


 


Total amount of the claim: AR$1,500,000 (Argentinean Pesos)


 


Description:


 


Góngora claims that he was a driver for
a remis (similar to a taxi) agency (Fénix) that worked with Viapool SRL. Upon termination of the employment relationship
between him and Fénix, the plaintiff claims compensation for unrecorded overtime from the agency and claims Viapool SRL is jointly
and severally liable. The claimant does not have any support to demonstrate any link with Viapool SRL and himself, but the Argentine labor
justice tends to be pro-employee.


 





 



 


Legal case: “MORALES DE LA JARA c/ VIAPOOL s/ DESPIDO”


 


Court: First Instance National Labor Court No 32


 


File Number: 39441/19


 


Start Date: 30/10/2019


 


Claim: Redundancy payment. Claim on seniority not recognized
in the settlement.


 


Total amount of the claim: AR$1,800,000


 


Description:


 


Morales de la Jara is a former Viapool SRL employee
that was incorporated in 2015 as part of the merger with Safertaxi. He belonged to the Safertaxi staff between 2012 and 2015, and he quit
at the time of making the payroll transfer.


 


In 2018 he claimed us to recognize his seniority
since 2012, we denied it and he quit with a judicial claim in between. Viapool SRL’s chances of prevailing in this dispute are low.
Notwithstanding the foregoing, Viapool SRL will strive to settle this matter at the lowest possible cost.


 





 



 






    Page 88 of 89


     


    

 


SCHEDULE 22


 


NOTICES


 


Notices to each of Parties shall be sent to the addresses and emails
indicated below that parties name below:


 


Mr. ALEJANDRO TAUBAS


 


	Physical	Address: Juan Pedro Echeverría 1200, Talar del Lago 1 L215, General Pacheco
	 	 
	Email:	alejandro.taubas@gmail.com




 


Mr. ALEJO MATIAS MIRAGAYA


 


	Physical	Address: Las Palmas 3, Barrio La Alameda, Nordelta. CP 1670
	 	 
	Email:	miralejo@gmail.com




 


CLIN FONDO DE INVERSIÓN PRIVADO


 


Mr.JAMIE RIGGS and Mr. MANUEL RODRIGUEZ


 


	Physical	Address: Av. Parque Antonio Rabat 6165, Vitacura, Santiago, Chile.
	 	 
	Email	Jamie.riggs@fch.cl
	 	 
	 	Manuel.Rodriguez@fch.cl




 


Sellers other than A. Taubas, A. Miragaya , Jamie Riggs and Manuel
Rodríguez.:


 


Shall be deemed notified upon notification of Mr. Taubas , Mr. Miragaya,
Mr, Riggs and Mr. Rodríguez.


 


VIAPOOL INC.


 


Shall be deemed notified upon notification of both Mr. Taubas
and Mr. Miragaya


 


SWVL GLOBAL FZE


 


	Physical	2nd floor, building 4, One Central, DWTC, Dubai, UAE
	 	 
	Email:	Youssef.salem@swvl.com




 


SWVL INC.


 


	Physical	2nd floor, building 4, One Central, DWTC, Dubai, UAE
	 	 
	Email:	Youssef.salem@swvl.com




 






    Page 89 of 89