Swiftmerge Acquisition Corp.
2710 Rosebery Avenue
West Vancouver, BC V7V3A2
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Initial Public Offering
Ladies and Gentlemen:
This letter (this Letter Agreement) is being delivered to you in accordance with the Underwriting Agreement (the Underwriting Agreement) entered into by and between Swiftmerge Acquisition Corp., a Cayman Islands exempted company (the Company), and BofA Securities, Inc., as the underwriter (the Underwriter), relating to an underwritten initial public offering (the Public Offering) of 20,000,000 of the Companys units (and up to an additional 3,000,000 units that may be purchased pursuant to the Underwriters option to purchase additional units, the Units), each comprised of one of the Companys Class A ordinary shares, par value $0.0001 per share (the Ordinary Shares), and one-half of one redeemable warrant (each whole warrant, a Warrant). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the Prospectus) filed by the Company with the U.S. Securities and Exchange Commission (the Commission). Certain capitalized terms used herein are defined in paragraph 1 hereof.
In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Swiftmerge Holdings, LP (the Sponsor) and each of the undersigned (each, an Insider and, collectively, the Insiders) hereby agree with the Company as follows:
1. Definitions. As used herein, (i) Business Combination shall mean a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities; (ii) Founder Shares shall mean the 5,750,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering; (iii) Private Placement Warrants shall mean the warrants that will be acquired by the Sponsor and certain anchor investors for an aggregate purchase price of $8,000,000 in a private placement that shall close simultaneously with the consummation of the Public Offering (including the Ordinary Shares issuable upon exercise of such Private Placement Warrants); (iv) Public Shareholders shall mean the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) Public Shares shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) Trust Account shall mean the trust account into which a portion of the net proceeds of the Public Offering and a portion of the proceeds of the sale of the Private Placement Warrants shall be deposited; (vii) Transfer shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (ix) Charter shall mean the Companys Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.
2. Representations and Warranties.
(a) The Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant to the Company that it, she or he has the full right and power, without violating any agreement to which it, she or he is bound (including, without limitation, any non-competition or non-solicitation agreement