This agreement (Agreement) is made as of [●], 2021 between Swiftmerge Acquisition Corp., a Cayman Islands exempted company, with offices at 2710 Rosebery Avenue, West Vancouver, BC V7V3A2 (Company), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the Warrant Agent, also referred to herein as the Transfer Agent).
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one Class A Ordinary Share (as defined below) and one-half of one Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 11,500,000 warrants (including up to 1,500,000 warrants subject to the underwriters over-allotment option in the Offering (the Over-allotment Option)) to public investors in the Offering (the Public Warrants and, together with the Private Placement Warrants (as defined below), the Warrants). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (Class A Ordinary Shares), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant; and
WHEREAS, the Company has filed with the Securities and Exchange Commission (the SEC) a registration statement on Form S-1, No. 333-254633 (the Registration Statement) and prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units, the Public Warrants and the Class A Ordinary Shares included in the Units; and
WHEREAS, on [●], 2021 the Company entered into that certain Private Placement Warrants Purchase Agreement, with Swiftmerge Holdings, LP, a Delaware limited partnership (the Sponsor), on the one hand, and separate Private Placement Warrants Purchase Agreements with the parties listed under Anchor Investors on the signature page thereto (individually the Anchor Investor and collectively the Anchor Investors), on the other hand, pursuant to which the Sponsor will purchase an aggregate of 5,000,000 warrants (plus up to 900,000 additional redeemable warrants if the underwriter in the Companys initial public offering exercises its Over-allotment Option in full) and each Anchor Investor will purchase an aggregate of 300,000 warrants of the Company, simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable), bearing the legend set forth in Exhibit B hereto (the Private Placement Warrants) at a purchase price of $1.00 per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described herein; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants; and
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and