ANNEX B
AMENDMENT NO. 1 TO
INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this Amendment) is made effective as of [●], 2023, by and
between Swiftmerge Acquisition Corp., a Cayman Islands exempted company (the Company), and Continental Stock Transfer & Trust Company, a New York corporation (the Trustee). Capitalized terms contained in this
Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
WHEREAS, on December 17, 2021, the Company consummated an initial public offering (the Offering) of units of the Company,
each of which is composed of one of the Companys Class A Ordinary Shares, par value $0.0001 per share (Ordinary Shares), and one-half of one redeemable warrant, each whole warrant entitling
the holder thereof to purchase one Ordinary Share;
WHEREAS, $202,000,000 of the gross proceeds of the Offering (including
$7,000,000, of Underwriters Deferred Discount) and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) were delivered to the Trustee to be deposited and held in the segregated Trust Account located in the United
States for the benefit of the Company and the holders of Ordinary Shares included in the Units issued in the Offering pursuant to the investment management trust agreement made effective as of December 14, 2021, by and between the Company and
the Trustee (the Original Agreement);
WHEREAS, on January 18, 2022, the Underwriter partially exercised its
over-allotment option and purchased an additional 2,500,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $25,000,000; in connection with such partial exercise, Swiftmerge Holdings, LP, a Delaware limited partnership
(Sponsor), forfeited 125,000 founder shares, and, simultaneously with such partial exercise, the Company sold an additional 750,000 Private Placement Warrants to Sponsor, generating gross proceeds to the Company of $750,000;
WHEREAS, on November 7, 2022, the Underwriter waived any entitlement to the Underwriters respective portion of the US $7,875,000
deferred underwriting fee under the Underwriting Agreement;
WHEREAS, the Company has sought the approval of the holders of its
Ordinary Shares and holders of its Class B ordinary shares, par value $0.0001 per share (the Class B Ordinary Shares), at an extraordinary general meeting (the EGM) to: (i) extend the date before which the
Company must complete a business combination from June 17, 2023 to March 15, 2024 (the Extension Amendment) and (ii) extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed
its initial business combination from promptly after June 17, 2022 to promptly after March 15, 2024 (the Trust Amendment);
WHEREAS, holders of at least sixty-five percent (65%) of the then issued and outstanding Ordinary Shares and Class B Ordinary Shares who
attended and voted at the EGM, voting together as a single class, approved the Extension Amendment and the Trust Amendment; and
WHEREAS,
the parties desire to amend the Original Agreement to, among other things, reflect amendments to the Original Agreement contemplated by the Trust Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
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1. Amendments |
to Trust Agreement. |
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1.1. |
The following clause shall be deleted from the preamble in its entirety: |
WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $7,000,000, or $8,050,000 if the Underwriters
option to purchase additional units is exercised in full, is attributable to deferred
B-1