Common use of Earnout Clause in Contracts

Earnout. (a) Sponsor hereby agrees that if, at the end of the Earn-Out Period no Earn-Out Vesting Event shall have occurred, then Sponsor shall, no later than ten (10) Business Days following the end of the Earn-Out Period, contribute, transfer, assign, convey and deliver to PubCo, and PubCo shall acquire and accept from Sponsor all of Sponsor’s right, title, and interest in, to and under, the Earn-Out Shares, for nil consideration (such Earn-Out Shares so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsor, the “Earn-Out Forfeiture Shares”). (b) PubCo and Sponsor acknowledge and agree that (i) each Earn-Out Forfeiture Share, when so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsor in accordance with Section 7.2(a), shall be and be deemed to have been (x) surrendered and forfeited to PubCo by Sponsor for nil consideration and (y) cancelled by PubCo immediately upon surrender and forfeiture and cease to be issued and outstanding; and (ii) any other PubCo Shares which are not Earn-Out Forfeiture Shares shall continue to be issued and outstanding and owned by Sponsor for its own account. (c) In addition to and not in place of the transfer restrictions set forth in Article V (and, for the avoidance of doubt, not limited by the exceptions or conditions set forth therein), subject to the consummation of the Initial Merger and the Acquisition Merger, Sponsor covenants and agrees that it shall not, during the period commencing on the Acquisition Effective Time and ending on the earlier to occur of (i) an Earn-Out Vesting Event or (ii) the last day of the Earn-Out Period (the “Earn-Out Restricted Period”), effect, undertake, enter into or publicly announce any Transfer with respect to any Earn-Out Shares. For the avoidance of doubt, Sponsor shall retain all of its rights as a shareholder of PubCo with respect to the Earn-Out Shares during the Earn-Out Restricted Period, including, without limitation, the right to vote any Earn-Out Shares that are entitled to vote, the right to appoint a proxy with respect to any vote of any Earn-Out Shares, and the right to receive any dividends or distributions in respect of such Earn-Out Shares. The foregoing restrictions in this Section 7.2(c) shall not apply to (i) Transfers of Earn-Out Shares in the event of completion of an Unqualified Liquidation Event; or (ii) Transfers required by Law. If any Transfer is made contrary to the provisions of this Section 7.2(c), such purported Transfer shall be null and void ab initio. (d) Sponsor hereby authorizes PubCo during the Earn-Out Period to cause its transfer agent for the Earn-Out Shares to decline to transfer, and to note stop transfer restrictions on the share register and other records relating to, such Earn-Out Shares for which Sponsor is the record holder in each case, solely if and to the extent such transfer would constitute a Transfer in breach of Section 7.2(c). PubCo shall instruct its transfer agent to remove any stop transfer restrictions on the share register and other records and the legend set forth in Section 7.2(e) below related to the Earn-Out Shares following the time of an Earn-Out Vesting Event within one (1) Business Day of a request by Sponsor. (e) During the Earn-Out Period, or if earlier, until the occurrence of an Earn-Out Vesting Event, each certificate evidencing any Earn-Out Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SPONSOR SUPPORT AGREEMENT AND DEED, DATED AS OF MAY 25, 2023, BY AND AMONG MONEYHERO LIMITED (“COMPANY”), THE HOLDER NAMED THEREIN AND THE OTHER PARTIES THERETO. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (f) The obligations of Sponsor under this Article VII shall cease upon the earlier to occur of (i) an Earn-Out Vesting Event and (ii) a Qualified Liquidation Event.

Earnout. (a) Sponsor hereby agrees that ifFollowing the Closing, at the end of the Earn-Out Period no Earn-Out Vesting Event shall have occurredsubject to Section 3.3(h), then Sponsor shall, no later than ten within five (105) Business Days following after the end occurrence of the Earn-Out Period, contribute, transfer, assign, convey and deliver to PubCo, and PubCo shall acquire and accept from Sponsor all of Sponsor’s right, title, and interest in, to and undera Triggering Event, the Earn-Out SharesCompany shall issue or cause to be issued to the Eligible Company Shareholders (in accordance with their respective Pro Rata Share), the following Company Shares (which shall be equitably adjusted for nil consideration (such Earn-Out any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction with respect to Company Shares so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsoroccurring after the Closing, the “Earn-Out Forfeiture Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement and the other Transaction Documents: (i) upon the occurrence of Triggering Event I, a one-time issuance of 433,333 Earnout Shares; (ii) upon the occurrence of Triggering Event II, a one-time issuance of 433,333 Earnout Shares; (iii) upon the occurrence of Triggering Event III, a one-time issuance of 433,333 Earnout Shares; and (iv) upon the occurrence of Triggering Event IV, a one-time issuance of 1,500,000 Earnout Shares. (b) PubCo and Sponsor acknowledge and agree that (i) each Earn-Out Forfeiture Share, when so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsor in accordance with Section 7.2(a), shall be and be deemed to have been (x) surrendered and forfeited to PubCo by Sponsor for nil consideration and (y) cancelled by PubCo immediately upon surrender and forfeiture and cease to be issued and outstanding; and (ii) any other PubCo Shares which are not Earn-Out Forfeiture Shares shall continue to be issued and outstanding and owned by Sponsor for its own account. (c) In addition to and not in place of the transfer restrictions set forth in Article V (and, for the avoidance of doubt, not limited by the exceptions or conditions set forth therein), subject to the consummation of the Initial Merger and the Acquisition Merger, Sponsor covenants and agrees that it shall not, during the period commencing on the Acquisition Effective Time and ending on the earlier to occur of (i) an Earn-Out Vesting Event or (ii) the last day of the Earn-Out Period (the “Earn-Out Restricted Period”), effect, undertake, enter into or publicly announce any Transfer with respect to any Earn-Out Shares. For the avoidance of doubt, Sponsor the Eligible Company Shareholders shall retain all be entitled to receive Earnout Shares upon the occurrence of its rights each Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all, and in no event shall the Eligible Company Shareholders be entitled to receive more than an aggregate of 2,799,999 Earnout Shares (other than in connection with any adjustments as set forth herein). (c) If, during the Earnout Period, there is a shareholder Change of PubCo with respect Control, then (A) immediately prior to such Change of Control, the Company shall issue an aggregate of 1,500,000 Company Shares to the Earn-Out Eligible Company Shareholders (in accordance with each Eligible Company Shareholder’s respective Pro Rata Share) (less any Earnout Shares during the Earn-Out Restricted Periodissued prior to such Change of Control pursuant to Section 3.3(a)(iv)) and (B) thereafter, including, without limitation, the right to vote any Earn-Out Shares that are entitled to vote, the right to appoint a proxy with respect to any vote of any Earn-Out Shares, Section 3.3(a)(iv) and the right to receive any dividends or distributions in respect of such Earn-Out Shares. The foregoing restrictions in this Section 7.2(c3.3(c) shall not apply to (i) Transfers of Earn-Out terminate and no further Earnout Shares in the event of completion of an Unqualified Liquidation Event; or (ii) Transfers required by Law. If any Transfer is made contrary to the provisions of this Section 7.2(c), such purported Transfer shall be null and void ab initioissuable thereunder or hereunder. (d) Sponsor hereby authorizes PubCo If, during the Earn-Out Period Earnout Period, there is a Change of Control pursuant to cause its transfer agent for which the Earn-Out Company or the Company Shareholders have the right to receive consideration implying a value per Company Share (as determined in good faith by the Company Board) of: (i) less than $12.50, then Section 3.3(a)(i)-(iii) and this Section 3.3(d) shall terminate and no further Earnout Shares shall be issuable thereunder or hereunder; (ii) greater than or equal to $12.50 but less than $15.00, then, (A) immediately prior to such Change of Control, the Company shall issue 433,333 Company Shares to decline the Eligible Company Shareholders (in accordance with their respective Pro Rata Share) (less any Earnout Shares issued prior to transfersuch Change of Control pursuant to Section 3.3(a)(i)-(iii); provided, that such reduction shall not reduce the number of Company Shares required to be issued to a number that is below zero) and (B) thereafter, Section 3.3(a)(i)-(iii) and this Section 3.3(d) shall terminate and no further Earnout Shares shall be issuable thereunder or hereunder; (iii) greater than or equal to note stop transfer restrictions on $15.00 but less than $17.50, then, (A) immediately prior to such Change of Control, the share register and other records relating to, such Earn-Out Company shall issue 866,666 Company Shares for which Sponsor is the record holder in each case, solely if and to the extent Eligible Company Shareholders (in accordance with their respective Pro Rata Share) (less any Earnout Shares issued prior to such transfer would constitute Change of Control pursuant to Section 3.3(a)(i)-(iii); provided, that such reduction shall not reduce the number of Company Shares required to be issued to a Transfer in breach number that is below zero) and (B) thereafter, Section 3.3(a)(i)-(iii) and this Section 3.3(d) shall terminate and no further Earnout Shares shall be issuable thereunder or hereunder; or (iv) greater than or equal to $17.50, then, (A) immediately prior to such Change of Section 7.2(c). PubCo Control, the Company shall instruct its transfer agent to remove any stop transfer restrictions on the share register and other records and the legend set forth in Section 7.2(e) below related issue 1,299,999 Company Shares to the Earn-Out Eligible Company Shareholders (in accordance with their respective Pro Rata Share) (less any Earnout Shares following issued prior to such Change of Control pursuant to Section 3.3(a)(i)-(iii); provided, that such reduction shall not reduce the time number of an Earn-Out Vesting Event within one Company Shares required to be issued to a number that is below zero) and (1B) Business Day of a request by Sponsorthereafter, Section 3.3(a)(i)-(iii) and this Section 3.3(d) shall terminate and no further Earnout Shares shall be issuable thereunder or hereunder. (e) During The Company Share price targets set forth in the Earn-Out Perioddefinitions of Triggering Event I, or if earlierTriggering Event II and Triggering Event III, until the occurrence and in clauses (i), (ii), (iii) and (iv) of an Earn-Out Vesting Event, each certificate evidencing any Earn-Out Shares Section 3.3(d) shall be stamped equitably adjusted for any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or otherwise imprinted other like change or transaction with a legend in substantially respect to Company Shares occurring after the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SPONSOR SUPPORT AGREEMENT AND DEED, DATED AS OF MAY 25, 2023, BY AND AMONG MONEYHERO LIMITED (“COMPANY”), THE HOLDER NAMED THEREIN AND THE OTHER PARTIES THERETO. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUESTClosing.” (f) No certificates or scrip or shares representing fractional Earnout Shares shall be issued pursuant to this Section 3.3 and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a Company Shareholder. In lieu of any fractional Earnout Shares to which any holder of Eligible Company Shareholder would otherwise be entitled, the Company shall round down to the nearest whole Earnout Share. No cash settlements shall be made with respect to fractional shares eliminated by rounding. (g) The obligations Company shall use its reasonable best efforts to do all things necessary (including obtaining any shareholder or other approvals required under applicable Laws) to issue Earnout Shares in accordance with this Section 3.3 as soon as practicable following a Triggering Event. (h) If, in respect of Sponsor an Eligible Company Shareholder (“Affected Shareholder”), (A) the Company reasonably determines that obtaining any approval of its shareholders or any other approval is required under applicable Law in order to issue Earnout Shares to such Eligible Company Shareholder pursuant to this Article VII Section 3.3, the Company promptly seeks such requisite shareholder or other approval and fails to obtain such shareholder or other approval within six (6) months after the occurrence of a Triggering Event, or (B) an issue of Earnout Shares to an Affected Shareholder is subsequently unwound by order of a Governmental Authority, (collectively “Unissued Earnout Shares”), then, the Company shall cease promptly (and in any event within ten (10) Business Days)) pay to such Affected Shareholder an amount of cash to the value of the Unissued Earnout Shares calculated based upon the earlier to occur of a price per Unissued Earnout Share equal to: (i) an Earn-Out Vesting Event and if the Unissued Earnout Shares relate to Triggering Events I, II or III, the price per Company Share that gives rise to the relevant Triggering Event; or (ii) a Qualified Liquidation Eventif the Unissued Earnout Shares relate to Triggering Event IV, the volume-weighted average closing sale price of publicly traded Company Shares for the ten (10) days immediately prior to the occurrence of Triggering Event IV.

Earnout. (a) Sponsor hereby agrees that ifThe Earnout Recipients have the right to receive up to an aggregate of 4,500,000 additional shares of Parent Class A Common Stock (the “Earnout Shares”) as follows: (i) 3,500,000 Earnout Shares if the VWAP of Parent’s Common Stock is above $12.50 for any twenty (20) out of thirty (30) consecutive Trading Days during the Earnout Period (the “12.50 Earnout Trigger”), at and (ii) 1,000,000 Earnout Shares if the end VWAP of Parent’s Common Stock is above $15.00 for any twenty (20) out of thirty (30) consecutive Trading Days during the Earn-Out Earnout Period no Earn-Out Vesting Event shall have occurred, then Sponsor shall, no later than ten (10) Business Days following together with the end of the Earn-Out Period, contribute, transfer, assign, convey and deliver to PubCo, and PubCo shall acquire and accept from Sponsor all of Sponsor’s right, title, and interest in, to and under, the Earn-Out Shares, for nil consideration (such Earn-Out Shares so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsor$12.50 Earnout Trigger, the “Earn-Out Forfeiture SharesEarnout Triggers” and each an “Earnout Trigger”). (b) PubCo and Sponsor acknowledge and agree that The Earnout Shares (i) each Earn-Out Forfeiture Shareshall be issued to the recipients thereof free and clear of all Liens other than applicable federal and state securities restrictions and restrictions set forth in the Earnout Escrow Agreement, when so contributed(ii) shall be deposited in escrow at Closing pursuant to an escrow agreement substantially in the form attached hereto as Exhibit J (the “Earnout Escrow Agreement”), transferred assignedand (iii) shall be released from escrow to the extent they are earned as a result of the occurrence of the applicable Earnout Trigger or, conveyed and delivered to PubCo by Sponsor the extent not earned as a result of the occurrence of the applicable Earnout Trigger, shall thereupon be returned to Parent, in either case pursuant to the Earnout Escrow Agreement. The Earnout Shares, if earned, shall be distributed to the Earnout Recipients in accordance with Section 7.2(a), shall be and be deemed to have been (x) surrendered and forfeited to PubCo by Sponsor for nil consideration and (y) cancelled by PubCo immediately upon surrender and forfeiture and cease to be issued and outstanding; and (ii) any other PubCo Shares which are not Earn-Out Forfeiture Shares shall continue to be issued and outstanding and owned by Sponsor for its own accountthe principles set forth in the Consideration Spreadsheet. (c) In addition If, at any time after the Closing and prior to and not in place or on the fifth (5th) anniversary of the transfer restrictions Closing Date, there occurs any transaction resulting in a Change in Control, then the Earnout Triggers set forth in Article V Sections 3.6(a)(i) - (andii) shall be deemed to have occurred provided, however, that, the Earnout Shares shall be released to the recipients thereof as of immediately prior to the Change in Control, and the recipients of such Earnout Shares shall be eligible to participate in such Change in Control transaction with respect to such Earnout Shares. (d) During the Earnout Period, Parent shall use commercially reasonable efforts to remain listed as a public company on, and for the avoidance of doubtParent Class A Common Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limited by the exceptions limit Parent from consummating a Change in Control or conditions set forth therein), subject to entering into a Contract that contemplates a Change in Control. Upon the consummation of the Initial Merger and the Acquisition Merger, Sponsor covenants and agrees that it shall not, any Change in Control during the period commencing on the Acquisition Effective Time and ending on the earlier Earnout Period, Parent shall have no further obligations pursuant to occur of this Section 3.6(c). (ie) an Earn-Out Vesting Event or (ii) the last day of the Earn-Out Period (the “Earn-Out Restricted Period”), effect, undertake, enter into or publicly announce any Transfer Except with respect to any Earnamounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Earnout Shares pursuant to this Section 3.6 shall be treated as an adjustment to the merger consideration by the parties for Tax purposes, unless otherwise required by a change in applicable Tax Law. To the extent any Earnout Shares hereunder are required to be treated as contingent interest pursuant to Treasury Regulations Section 1.483-Out Shares4(b), example (2), or other applicable Law, then the Earnout Shares so issued shall be represented by separate share certificates to the extent they represent contingent interest versus the principal component under such Regulations or other applicable Law. Any Earnout Share that is issued pursuant to this Section 3.6 will be treated as eligible for non-recognition treatment under Section 354 of the Code (and will not be treated as “other property” within the meaning of Section 356 of the Code). (f) For the avoidance of doubt, Sponsor shall retain all of its rights as a shareholder of PubCo with respect to the EarnPre-Out Shares during the Earn-Out Restricted Period, including, without limitation, the PIPE Convertible Noteholder is not an Earnout Recipient and has no right to vote any Earn-Out Shares that are entitled to vote, the right to appoint a proxy with respect to any vote of any Earn-Out Sharesearn, and the right to receive any dividends or distributions in respect of such Earn-Out Shares. The foregoing restrictions in this Section 7.2(c) shall not apply to (i) Transfers of Earn-Out Shares in the event of completion of an Unqualified Liquidation Event; or (ii) Transfers required by Law. If any Transfer is made contrary to the provisions of this Section 7.2(c), such purported Transfer shall be null and void ab initio. (d) Sponsor hereby authorizes PubCo during the Earn-Out Period to cause its transfer agent for the Earn-Out Shares to decline to transfer, and to note stop transfer restrictions on the share register and other records relating no rights to, such Earn-Out Shares for which Sponsor is any of the record holder in each case, solely if and to the extent such transfer would constitute a Transfer in breach of Section 7.2(c). PubCo shall instruct its transfer agent to remove any stop transfer restrictions on the share register and other records and the legend set forth in Section 7.2(e) below related to the Earn-Out Shares following the time of an Earn-Out Vesting Event within one (1) Business Day of a request by SponsorEarnout Shares. (e) During the Earn-Out Period, or if earlier, until the occurrence of an Earn-Out Vesting Event, each certificate evidencing any Earn-Out Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SPONSOR SUPPORT AGREEMENT AND DEED, DATED AS OF MAY 25, 2023, BY AND AMONG MONEYHERO LIMITED (“COMPANY”), THE HOLDER NAMED THEREIN AND THE OTHER PARTIES THERETO. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (f) The obligations of Sponsor under this Article VII shall cease upon the earlier to occur of (i) an Earn-Out Vesting Event and (ii) a Qualified Liquidation Event.

Earnout. (a) Sponsor hereby agrees that ifA Shareholder’s right to receive Earnout Shares pursuant to this Section 2.4, at if any, is subject to the end closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the Earn-Out Period no Earn-Out Vesting Event shall have occurredFirst, then Sponsor shall, no later than ten (10) Business Days following the end of the Earn-Out Period, contribute, transfer, assign, convey Second and deliver to PubCo, and PubCo shall acquire and accept from Sponsor all of Sponsor’s right, title, and interest in, to and under, the Earn-Out Shares, for nil consideration (such Earn-Out Shares so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsor, the Third Earnout Conditions an “Earn-Out Forfeiture SharesEarnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) PubCo and Sponsor acknowledge and agree that (i) each Earn-Out Forfeiture Share, when so contributed, transferred assigned, conveyed and delivered As additional consideration for the transfer of Company Shares to PubCo by Sponsor pursuant to this Section 2, as promptly as reasonably practicable (but in accordance with Section 7.2(a)any event, within ten Business Days) after the satisfaction of an Earnout Condition, PubCo shall be issue and be deemed to have been (x) surrendered and forfeited to PubCo by Sponsor for nil consideration and (y) cancelled by PubCo immediately upon surrender and forfeiture and cease allot or cause to be issued and outstanding; and (ii) any other PubCo Shares which are not Earn-Out Forfeiture Shares shall continue allotted to be issued and outstanding and owned by Sponsor for its own accounteach applicable Shareholder the applicable Earnout Shares. (c) In addition the event that an Earnout Condition is not satisfied prior to and not in place the fifth anniversary of the transfer restrictions set forth in Article V (andClosing, for the avoidance contingent right and entitlement of doubt, not limited by the exceptions or conditions set forth therein), subject such Shareholders to the consummation of the Initial Merger and the Acquisition Merger, Sponsor covenants and agrees that it shall not, during the period commencing on the Acquisition Effective Time and ending on the earlier to occur of (i) an Earn-Out Vesting Event or (ii) the last day of the Earn-Out Period (the “Earn-Out Restricted Period”), effect, undertake, enter into or publicly announce any Transfer with respect to any Earn-Out Shares. For the avoidance of doubt, Sponsor shall retain all of its rights as a shareholder of PubCo with respect to the Earn-Out applicable Earnout Shares during the Earn-Out Restricted Period, including, without limitation, the right to vote any Earn-Out Shares that are entitled to vote, the right to appoint a proxy with respect to any vote of any Earn-Out Shares, and the right to receive any dividends or distributions in respect of such Earn-Out Shares. The foregoing restrictions in this Section 7.2(c) shall not apply to (i) Transfers of Earn-Out Shares in the event of completion of an Unqualified Liquidation Event; or (ii) Transfers required by Law. If any Transfer is made contrary to the provisions of this Section 7.2(c), such purported Transfer shall be null forfeited and void ab initiocease to exist. (d) Sponsor hereby authorizes PubCo during Any issuance of Earnout Shares shall be treated as an adjustment to the Earn-Out Period to cause its transfer agent for consideration paid at the Earn-Out Shares to decline to transferClosing, and to note stop transfer restrictions on the share register and other records relating to, such Earn-Out Shares for which Sponsor is the record holder in each case, solely if and except to the extent such transfer would constitute a Transfer in breach of Section 7.2(c). PubCo shall instruct its transfer agent to remove any stop transfer restrictions on the share register otherwise required by Law, and other records and the legend set forth in Section 7.2(e) below related an amount equal to the Earn-Out aggregate par value of the Earnout Shares following so issued will be credited to the time capital account of an Earn-Out Vesting Event within one (1) Business Day of a request by SponsorPubCo. (e) During To the Earnextent that, prior to the fifth anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-Out Periodcash consideration, as provided in the definitive transactions documents for such transaction, or if earliernot so provided, until determined by the occurrence board of an Earn-Out Vesting Eventdirectors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, each certificate evidencing any Earn-Out then the applicable Earnout Shares shall be stamped issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise imprinted with a legend treated as so issued in substantially connection therewith, so as to ensure that the following formrecipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SPONSOR SUPPORT AGREEMENT AND DEEDconnection with such transaction, DATED AS OF MAY 25, 2023, BY AND AMONG MONEYHERO LIMITED (“COMPANY”), THE HOLDER NAMED THEREIN AND THE OTHER PARTIES THERETO. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (f) The obligations of Sponsor under this Article VII shall cease upon the earlier to occur of (i) an Earn-Out Vesting Event and (ii) a Qualified Liquidation Eventless than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist.

Earnout. (a) Sponsor hereby agrees that ifAt the Closing, at and as additional consideration for the end Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Earn-Out Period no Earn-Out Vesting Event shall have occurred, then Sponsor shall, no later than ten (10) Business Days following the end of the Earn-Out Period, contribute, transfer, assign, convey and deliver to PubCo, and PubCo shall acquire and accept from Sponsor all of Sponsor’s right, title, and interest in, to and under, the Earn-Out Aggregate Earnout Shares, for nil consideration which shares shall be subject to forfeiture in accordance with the following schedule (such Earn-Out Shares so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsorshares, the “Earn-Out Forfeiture Earnout Shares”)): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture. (b) PubCo and Sponsor acknowledge and agree that (i) each Earn-Out Forfeiture Share, when so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsor in accordance with Section 7.2(a), shall be and be deemed to have been (x) surrendered and forfeited to PubCo by Sponsor for nil consideration and (y) cancelled by PubCo immediately upon surrender and forfeiture and cease to be issued and outstanding; and (ii) any other PubCo Shares which are not Earn-Out Forfeiture Shares shall continue to be issued and outstanding and owned by Sponsor for its own account. (c) In addition to and not in place of the transfer restrictions set forth in Article V (and, for the avoidance of doubt, not limited by the exceptions or conditions set forth therein), subject to the consummation of the Initial Merger and the Acquisition Merger, Sponsor covenants and agrees that it shall not, during the period commencing on the Acquisition Effective Time and ending on the earlier to occur of (i) an Earn-Out Vesting Event or (ii) the last day of the Earn-Out Period (the “Earn-Out Restricted Period”), effect, undertake, enter into or publicly announce any Transfer with respect to any Earn-Out Shares. For the avoidance of doubt, Sponsor shall retain all of its rights as a shareholder of PubCo with respect to the Earn-Out Shares during the Earn-Out Restricted Period, including, without limitation, the right to vote any Earn-Out Shares that are entitled to vote, the right to appoint a proxy with respect to any vote of any Earn-Out Shares, and the right to receive any dividends or distributions in respect of such Earn-Out Shares. The foregoing restrictions in this Section 7.2(c) shall not apply to (i) Transfers of Earn-Out Shares the Participating Securityholders shall be entitled to be fully vested in the event of completion of an Unqualified Liquidation Event; or (ii) Transfers required by Law. If any Transfer is made contrary to the provisions of this Section 7.2(c), such purported Transfer shall be null and void ab initio. (d) Sponsor hereby authorizes PubCo during the Earn-Out Period to cause its transfer agent for the Earn-Out applicable Earnout Shares to decline to transfer, and to note stop transfer restrictions on the share register and other records relating to, such Earn-Out Shares for which Sponsor is the record holder in each case, solely if and to the extent such transfer would constitute a Transfer in breach of Section 7.2(c). PubCo shall instruct its transfer agent to remove any stop transfer restrictions on the share register and other records and the legend set forth in Section 7.2(e) below related to the Earn-Out Shares following the time of an Earn-Out Vesting Event within one (1) Business Day of a request by Sponsor. (e) During the Earn-Out Period, or if earlier, until upon the occurrence of an Earn-Out Vesting Eventeach Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, each certificate evidencing any Earn-Out Shares if at all, and in no event shall the Participating Securityholders be stamped or otherwise imprinted with a legend in substantially entitled to receive more than the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SPONSOR SUPPORT AGREEMENT AND DEED, DATED AS OF MAY 25, 2023, BY AND AMONG MONEYHERO LIMITED (“COMPANY”), THE HOLDER NAMED THEREIN AND THE OTHER PARTIES THERETO. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (f) The obligations of Sponsor under this Article VII shall cease upon the earlier to occur of (i) an Earn-Out Vesting Event Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Qualified Liquidation EventSubsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereof. (c) The Pubco Common Stock price targets set forth in the definitions of Milestone Event I, Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the Closing.

Earnout. (a) Sponsor Subject to the terms and conditions of this Section 2.4, the Buyer may become obligated to pay an Earn-Out Payment to Sellers as provided in Schedule 2.4 of this Agreement (the “Earnout Principles”). The Earnout Principles are hereby agrees incorporated by reference into this Agreement and shall be deemed to be included in and a part of this Agreement. (b) Not less than ninety (90) days following the Earnout Date (as defined in the Earnout Principles), the Buyer shall prepare and deliver to the Sellers’ Representative a statement (an “Earnout Statement”) that ifsets forth in reasonable detail its calculation of the Target Revenue Percentages (as defined in the Earnout Principles) for the Earnout Period. In the event Sxxxx Xxxxxxxxxxxx (i) dies during the Earnout Period, at or (ii) is no longer employed by the Buyer during the Earnout Period then, in the case of clause (i), Bxxxx Xxxxxxxx, and, in the case of clause (ii), the Sellers’ Representative, shall, as applicable, be permitted reasonable access during normal business hours upon reasonable advance notice to review the Company’s books and records relating to the determination of the Earnout, subject to the proviso in the following sentence. Sellers’ Representative and its accountants shall be permitted reasonable access during normal business hours upon reasonable advance notice to review the Company’s books and records used in the preparation of the Earnout Statement, provided that the Sellers’ Representative and its accountants shall not have access to any such books or records if the provision thereof would, in the good faith judgment of the Buyer, (i) result in the loss of, or jeopardize, the attorney-client, attorney work product or any other similar legal privilege, (ii) result in a breach of the terms and conditions of any Contract to which the Company or any Affiliate thereof is a party or otherwise bound, or (iii) violate applicable Law. If the Sellers’ Representative has any objections to any Earnout Statement, the Sellers’ Representative shall deliver to the Buyer a written statement setting forth its objections thereto (an “Earnout Objections Statement”) with reasonable supporting detail as to any such disputed items. If an Earnout Objections Statement is not delivered to the Buyer within thirty (30) days after delivery of the Earnout Statement to the Sellers’ Representative, such Earnout Statement shall be final, binding and non-appealable on the parties hereto and all other Persons. If an Earnout Objections Statement is timely delivered, the Sellers’ Representative and the Buyer shall negotiate in good faith to resolve any such objections set forth therein, but if they do not reach a final resolution within thirty (30) days after the delivery of such Earnout Objections Statement, the Sellers’ Representative and the Buyer shall submit such dispute to an independent regionally recognized public accounting firm agreed upon by Buyer and Sellers’ Representative in writing (who shall not have any material relationship with the Sellers or Buyer or its Subsidiaries) (the “Accounting Firm”), provided that if the Sellers’ Representative and the Buyer cannot agree upon the Accounting Firm promptly following the end of the Earnthirty (30) day period after the delivery of an Earnout Objections Statement, either one of them may request that the New York City office of the American Arbitration Association (the “AAA”) select the Accounting Firm (who shall not have any material relationship with the Sellers or the Buyer or its Subsidiaries). The Accounting Firm shall make a determination of any matters submitted to it pursuant to the terms hereof, and any such determination made by the Accounting Firm shall be final, conclusive and binding on all parties hereto and all other Persons. The parties will cooperate with the Accounting Firm during the term of its engagement, including by providing or causing to be provided to the Accounting Firm such information or documentation as the Accounting Firm may reasonably request If the Accounting Firm is engaged pursuant to the terms hereof, the parties shall enter into a customary engagement letter with such Accounting Firm, and the Sellers, on the one hand, and the Buyer, on the other hand, shall each agree to pay one-Out Period no Earn-Out Vesting Event shall have occurredhalf of the fees and expenses of such Accounting Firm (and, then Sponsor shallif applicable, no the AAA). (c) No later than the date that is ten (10) Business Days following the end final and conclusive determination of the Target Revenue Percentages for the Earnout Period pursuant to Section 2.4(b) hereof, if such Target Revenue Percentages shall exceed the thresholds for the making of any payment in respect of such Earnout Period pursuant to the Earnout Principles, and subject to the terms set forth in this Agreement (including the terms set forth in Article VI hereof), the Buyer shall pay, or cause to be paid, to the Sellers the amount required to be paid by the Buyer to the Sellers pursuant to Section 2.4(a) hereof, such payment to be made by wire transfer of immediately available funds to such account or accounts as the Sellers may designate to the Buyer in writing, such payments to be made to each Seller based on the Pro Rata Share thereof. The right of the Sellers to receive any payment pursuant to the Earnout Principles is solely a contractual right and is not a security for purposes of any federal or state securities laws (and shall confer upon the Sellers only the rights of a general unsecured creditor of the Buyer under applicable Law), (ii) will not be represented by any form of certificate or instrument, (iii) does not give the Sellers’ Representative, the Sellers or any other Person any dividend rights, voting rights, liquidation rights, preemptive rights or other rights common to holders of the Buyer’s equity securities, and (iv) is not redeemable. (d) After the Closing Date, the Buyer shall: (i) cause the Company to maintain books and records for the Company in a manner intended to enable the Buyer to accurately determine the amount of Target Revenue Percentages during the Earnout Period, and (ii) not, directly or indirectly, take any action in bad faith for the purpose of circumventing or reducing the Earn-Out Period, contribute, transfer, assign, convey and deliver to PubCo, and PubCo shall acquire and accept from Sponsor all of Sponsor’s right, title, and interest in, to and under, the Earn-Out Shares, for nil consideration (such Earn-Out Shares so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsor, the “Earn-Out Forfeiture Shares”)Payment. (be) PubCo and Sponsor acknowledge and agree that (iAll amounts paid by the Buyer pursuant to Section 2.4(a) each Earn-Out Forfeiture Share, when so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsor in accordance with Section 7.2(a), shall be and be deemed treated by the parties as an adjustment to have been (x) surrendered and forfeited the purchase price paid by the Buyer hereunder in respect of the Interests acquired pursuant to PubCo by Sponsor for nil consideration and (y) cancelled by PubCo immediately upon surrender and forfeiture and cease to be issued and outstanding; and (ii) any other PubCo Shares which are not Earn-Out Forfeiture Shares shall continue to be issued and outstanding and owned by Sponsor for its own accountthe terms hereof. (cf) In addition to and not in place of the transfer restrictions set forth in Article V (and, for the avoidance of doubt, not limited by the exceptions or conditions set forth therein), subject to the consummation of the Initial Merger and the Acquisition Merger, Sponsor covenants and agrees that it shall not, during the period commencing on the Acquisition Effective Time and ending on the earlier to occur of (i) an Earn-Out Vesting Event or (ii) the last day of the Earn-Out Period (the “Earn-Out Restricted Period”), effect, undertake, enter into or publicly announce any Transfer with respect to any Earn-Out Shares. For the avoidance of doubt, Sponsor the obligation of Buyer to make any payments pursuant to Section 2.4 shall retain all of its rights as a shareholder of PubCo with respect to not be contingent or conditioned upon the Earn-Out Shares during the Earn-Out Restricted Period, including, without limitation, the right to vote any Earn-Out Shares that are entitled to vote, the right to appoint a proxy with respect to any vote continuing employment or service of any Earn-Out Shares, and Person (including the right to receive any dividends or distributions in respect of such Earn-Out Shares. The foregoing restrictions in this Section 7.2(c) shall not apply to (i) Transfers of Earn-Out Shares in the event of completion of an Unqualified Liquidation Event; or (ii) Transfers required by Law. If any Transfer is made contrary to the provisions of this Section 7.2(cSellers), such purported Transfer shall be null and void ab initio. (d) Sponsor hereby authorizes PubCo during the Earn-Out Period to cause its transfer agent for the Earn-Out Shares to decline to transfer, and to note stop transfer restrictions on the share register and other records relating to, such Earn-Out Shares for which Sponsor is the record holder in each case, solely if and to the extent such transfer would constitute a Transfer in breach of Section 7.2(c). PubCo shall instruct its transfer agent to remove any stop transfer restrictions on the share register and other records and the legend set forth in Section 7.2(e) below related to the Earn-Out Shares following the time of an Earn-Out Vesting Event within one (1) Business Day of a request by Sponsor. (e) During the Earn-Out Period, or if earlier, until the occurrence of an Earn-Out Vesting Event, each certificate evidencing any Earn-Out Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SPONSOR SUPPORT AGREEMENT AND DEED, DATED AS OF MAY 25, 2023, BY AND AMONG MONEYHERO LIMITED (“COMPANY”), THE HOLDER NAMED THEREIN AND THE OTHER PARTIES THERETO. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (f) The obligations of Sponsor under this Article VII shall cease upon the earlier to occur of (i) an Earn-Out Vesting Event and (ii) a Qualified Liquidation Event.

Earnout. (a) Sponsor hereby agrees that if, at the end As part of the Earn-Out Period no Earn-Out Vesting Event Purchase Price, Sellers will receive an Earnout estimated to be approximately Earnout Target, plus the Earnout Bonus, which shall have occurredbe paid to the Sellers on or before the Earnout Payment Date as a performance based earnout (the “Earnout”), then Sponsor shallsubject to the provisions of Article VIII hereof. The Earnout shall be equal to (a) Earnout Target multiplied by the quotient obtained by dividing the Future ARR by the Historical ARR; provided, no later than ten (10) Business Days following however, that the end of Earnout shall not exceed Earnout Target. Notwithstanding the Earn-Out Periodforegoing, contribute, transfer, assign, convey and deliver to PubCo, and PubCo shall acquire and accept from Sponsor all of Sponsor’s right, title, and interest in, to and underin the event that the Future ARR exceeds the Historical ARR, the Earn-Out Shares, for nil consideration Sellers shall be entitled to receive an additional Earnout payment (such Earn-Out Shares so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsor, the “Earn-Out Forfeiture SharesEarnout Bonus”), which shall be calculated as follows: (i) Future ARR minus Historical ARR (ii) multiplied by 5%. (b) PubCo and Sponsor acknowledge and agree that (i) each Earn-Out Forfeiture ShareSimultaneously with Closing, when so contributedthe Company shall place into escrow the Company Source Code, transferred assigned, conveyed and delivered to PubCo by Sponsor which shall be held in escrow in accordance with Section 7.2(a), the terms of the Escrow Agreement. The Sellers shall be and be deemed responsible to have been (x) surrendered and forfeited pay any escrow fees pursuant to PubCo by Sponsor for nil consideration and (y) cancelled by PubCo immediately upon surrender and forfeiture and cease to be issued and outstanding; and (ii) any other PubCo Shares which are not Earn-Out Forfeiture Shares shall continue to be issued and outstanding and owned by Sponsor for its own account. (c) In addition to and not in place the terms of the transfer restrictions set forth Escrow Agreement. In the event that the Earnout, to the extent that it is earned and payable, is not paid on or before the Earnout Payment Date in Article V accordance with this Section 2.06(a) (and, for the avoidance of doubt, not limited by the exceptions or conditions set forth therein), subject to five (5) day cure period following written notice from Sellers of Purchaser’s default in the consummation timeline payment of the Initial Merger and the Acquisition Merger, Sponsor covenants and agrees that it shall not, during the period commencing on the Acquisition Effective Time and ending on the earlier to occur of Earnout Amount) (i) an Earn-Out Vesting Event or (ii) the last day of the Earn-Out Period (the “Earn-Out Restricted PeriodEarnout Default”), effect, undertake, enter into or publicly announce any Transfer with respect the Company Source Code shall be released from Escrow (subject to any Earn-Out Shares. For applicable provisions contained in the avoidance of doubt, Sponsor Escrow Agreement) and Sellers shall retain all of its rights as a shareholder of PubCo with respect grant to the EarnPurchaser a limited, worldwide, non-Out Shares during transferable, non-sublicensable, royalty-free, fully paid-up, non-exclusive license solely to use the Earn-Out Restricted PeriodCompany’s trademarks and source code embedded within the Company’s Products, includingpursuant to the form of License Agreement. In addition, without limitation, the right to vote any Earn-Out Shares that are entitled to vote, the right to appoint a proxy with respect to any vote of any Earn-Out Shares, and the right to receive any dividends or distributions in respect of such Earn-Out Shares. The foregoing restrictions in this Section 7.2(c) shall not apply to (i) Transfers of Earn-Out Shares in the event of completion of an Unqualified Liquidation Event; or (ii) Transfers required by Law. If any Transfer is made contrary to Earnout Default, the provisions of this Section 7.2(c)5.06 hereof notwithstanding, such purported Transfer the Restrictive Period shall be null and void ab initioimmediately end. (d) Sponsor hereby authorizes PubCo during the Earn-Out Period to cause its transfer agent for the Earn-Out Shares to decline to transfer, and to note stop transfer restrictions on the share register and other records relating to, such Earn-Out Shares for which Sponsor is the record holder in each case, solely if and to the extent such transfer would constitute a Transfer in breach of Section 7.2(c). PubCo shall instruct its transfer agent to remove any stop transfer restrictions on the share register and other records and the legend set forth in Section 7.2(e) below related to the Earn-Out Shares following the time of an Earn-Out Vesting Event within one (1) Business Day of a request by Sponsor. (e) During the Earn-Out Period, or if earlier, until the occurrence of an Earn-Out Vesting Event, each certificate evidencing any Earn-Out Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SPONSOR SUPPORT AGREEMENT AND DEED, DATED AS OF MAY 25, 2023, BY AND AMONG MONEYHERO LIMITED (“COMPANY”), THE HOLDER NAMED THEREIN AND THE OTHER PARTIES THERETO. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (f) The obligations of Sponsor under this Article VII shall cease upon the earlier to occur of (i) an Earn-Out Vesting Event and (ii) a Qualified Liquidation Event.

Earnout. (a) Sponsor hereby agrees that ifFollowing the Closing, at and as additional consideration for the end of Merger and the Earn-Out Period no Earn-Out Vesting Event shall have occurredother Transactions, then Sponsor shall, no later than ten within five (105) Business Days following after the end occurrence of a Triggering Event, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder its, his or her Pro Rata Share of the EarnCompany Earnout Shares issuable in accordance with the following schedule: (i) in connection with the occurrence of Triggering Event I, a one-Out Periodtime issuance of one-half of the Company Earnout Shares; and (ii) in connection with the occurrence of Triggering Event II, contribute, transfer, assign, convey and deliver to PubCo, and PubCo shall acquire and accept from Sponsor all a one-time issuance of Sponsor’s right, title, and interest in, to and under, one-half of the Earn-Out Company Earnout Shares, for nil consideration (such Earn-Out Shares so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsor, the “Earn-Out Forfeiture Shares”). (b) PubCo At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, the Company or the Sponsor, 1,150,000 shares of Acquiror Founders Stock (the “Sponsor acknowledge Earnout Shares”) shall become unvested and agree that subject to the vesting and forfeiture provisions set forth in this Section 3.03(b). Following the Closing and subject to Section 3.03(f), (i) each Earnif Triggering Event I occurs, then one-Out Forfeiture Share, when so contributed, transferred assigned, conveyed half of the Sponsor Earnout Shares shall become vested and delivered no longer be subject to PubCo by forfeiture pursuant to this Section 3.03(b) (the “First Level Sponsor in accordance with Section 7.2(aEarnout Shares”), shall be and be deemed to have been (x) surrendered and forfeited to PubCo by Sponsor for nil consideration and (y) cancelled by PubCo immediately upon surrender and forfeiture and cease to be issued and outstanding; and (ii) any other PubCo Shares which are not Earnif Triggering Event II occurs, then the remaining one-Out Forfeiture half of the Sponsor Earnout Shares shall continue become vested and no longer be subject to forfeiture pursuant to this Section 3.03(b) (the “Second Level Sponsor Earnout Shares”); provided that the number of Sponsor Earnout Shares that may become vested in connection with the occurrence of a Triggering Event shall be issued and outstanding and owned reduced, on a share-by-share basis, by the number of shares of Acquiror Common Stock forfeited by Sponsor in connection with any Additional Financing transaction pursuant to Section 7.21(a), if any. Any reduction in the number of Sponsor Earnout Shares pursuant to this Section 3.03(b) shall be first from the Second Tranche Sponsor Earnout Shares, and then from the First Tranche Sponsor Earnout Shares; provided that in no event shall the number of Sponsor Earnout Shares be reduced below 575,000. To the extent that no Triggering Event or Change in Control has occurred during the Earnout Period in accordance with the terms of this Agreement, any Sponsor Earnout Shares that would otherwise become vested under this Agreement as a result of the occurrence of such Triggering Event or Change in Control shall instead be forfeited and cancelled without the payment of any consideration in respect thereof. The parties intend that the transactions contemplated by the first sentence of this Section 3.03(b) shall be treated in accordance with Rev. Rul. 2007-49, Situation 1, for its own accountTax purposes, unless otherwise required by applicable Law. (c) In addition to and not in place of the transfer restrictions set forth in Article V (and, for the avoidance of doubt, not limited by the exceptions or conditions set forth therein), subject to the consummation of the Initial Merger and the Acquisition Merger, Sponsor covenants and agrees that it shall not, during the period commencing on the Acquisition Effective Time and ending on the earlier to occur of (i) an Earn-Out Vesting Event or (ii) the last day of the Earn-Out Period (the “Earn-Out Restricted Period”), effect, undertake, enter into or publicly announce any Transfer with respect to any Earn-Out Shares. For the avoidance of doubt, Sponsor (i) each Triggering Event shall retain all of its rights as a shareholder of PubCo with respect to only occur once, if at all, and in no event shall (A) the Earn-Out Shares during the Earn-Out Restricted Period, including, without limitation, the right to vote any Earn-Out Shares that are Eligible Company Equityholders be entitled to vote, receive more than the right Company Earnout Shares and (B) the Sponsor be entitled to appoint a proxy with respect to any vote of any Earn-Out receive more than the Sponsor Earnout Shares, and the right to receive any dividends or distributions in respect of such Earn-Out Shares. The foregoing restrictions in this Section 7.2(c) shall not apply to (i) Transfers of Earn-Out Shares in the event of completion of an Unqualified Liquidation Event; or (ii) Transfers required by Law. If any Transfer is made contrary to the provisions extent that no Triggering Event or Change in Control has occurred during the Earnout Period in accordance with the terms of this Section 7.2(c)Agreement, any Company Earnout Shares that would otherwise be issued or Sponsor Earnout Shares that would otherwise become vested under this Agreement as a result of the occurrence of such purported Transfer Triggering Event or Change in Control shall instead be null forfeited and void ab initiocancelled without the payment of any consideration in respect thereof. (d) The number of Company Earnout Shares, Sponsor hereby authorizes PubCo during the Earn-Out Period to cause its transfer agent for the Earn-Out Earnout Shares to decline to transfer, and to note stop transfer restrictions on the share register and other records relating to, such Earn-Out Shares for which Sponsor is the record holder in each case, solely if and to the extent such transfer would constitute a Transfer in breach of Section 7.2(c). PubCo shall instruct its transfer agent to remove any stop transfer restrictions on the share register and other records and the legend Acquiror Common Stock price targets set forth in Section 7.2(e) below related the definitions of Triggering Event I and Triggering Event II shall be equitably adjusted to reflect the Earn-Out Shares following effect of stock splits, reverse stock splits, stock dividends (including any dividend or distribution of securities convertible into shares of Acquiror Common Stock), reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to shares of Acquiror Common Stock occurring after the time of an Earn-Out Vesting Event within one (1) Business Day of a request by SponsorClosing. (e) During Notwithstanding anything in Section 3.03(a) to the Earn-Out Periodcontrary, or if earlierto the extent that any portion of the Company Earnout Shares that would otherwise be issued to an Eligible Company Equityholder hereunder relates to a Company Option exchanged for an Exchanged Option that remains unvested as of such Triggering Event (each such Exchanged Option, until the occurrence of an Earn-Out Vesting Event, each certificate evidencing any Earn-Out Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SPONSOR SUPPORT AGREEMENT AND DEED, DATED AS OF MAY 25, 2023, BY AND AMONG MONEYHERO LIMITED (“COMPANYUnvested Exchanged Option”), THE HOLDER NAMED THEREIN AND THE OTHER PARTIES THERETO. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (f) The obligations then in lieu of Sponsor under this Article VII issuing the applicable Company Earnout Shares, Acquiror shall cease upon instead issue, as soon as practicable following the earlier to occur later of (i) an Earn-Out Vesting the occurrence of such Triggering Event and (ii) Acquiror’s filing of a Qualified Liquidation EventForm S-8 Registration Statement, to each holder of an Unvested Exchanged Option, an award of restricted stock units of Acquiror for a number of shares of Acquiror Common Stock equal to such portion of the Company Earnout Shares issuable with respect to the Unvested Exchanged Option (the “Contingent RSUs”). A holder of an Unvested Exchanged Option shall only be granted Contingent RSUs if such holder remains in continuous service to Acquiror or one of its Subsidiaries as of the applicable Triggering Event and the applicable grant date of the Contingent RSUs. Such Contingent RSUs shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Unvested Exchanged Option and shall be subject to the same vesting conditions as applied to the applicable Unvested Exchanged Option. (f) Notwithstanding the foregoing, if a Change in Control occurs during the Earnout Period, then, immediately prior to the consummation of such Change in Control: (i) any Triggering Event that has not previously occurred shall be deemed to have occurred, (ii) Acquiror shall issue or cause to be issued the remaining portion of the Company Earnout Shares to the Eligible Company Equityholders, and (iii) any Sponsor Earnout Shares that remain unvested shall automatically become fully vested and no longer be subject to forfeiture. (g) The issuance of Company Earnout Shares shall be treated as an adjustment to the total consideration paid pursuant to the Merger by the parties for Tax purposes, unless otherwise required by applicable Law.

Earnout. (a) Sponsor hereby agrees that ifNo later than February 28, at 2023, Sellers shall deliver to Buyer a statement setting forth, in reasonable detail, Sellers’ calculation of Earnout EBITDA (the end “Earnout Statement”). If Buyer disagree with the calculations in the Earnout Statement, then Buyer will give written notice to Sellers of such dispute and any reason therefor within 60 days following receipt of the EarnEarnout Statement (the “Earnout Review Period”). If Buyer fails to provide the Sellers with a written notice of dispute within such 60-Out Period no Earn-Out Vesting Event shall have occurredday period, then Sponsor shallBuyer will be deemed to agree with Sellers’ calculation. In the event there is a dispute, no later than ten (10) Business Days following the end of the Earn-Out Period, contribute, transfer, assign, convey Buyer and deliver Sellers will attempt to PubCoreconcile their differences, and PubCo shall acquire any written resolution by them as to any disputed amounts will be final, binding and accept from Sponsor all conclusive on the Parties. If Sellers and Buyer are unable to reach a resolution with such effect within 30 days after the receipt by Sellers of SponsorBuyer’s rightwritten notice of dispute, titleSellers and Buyer will submit the items remaining in dispute for resolution to the Independent Accountant in accordance with procedures substantially similar to those set forth in Section 2.6(b), and interest in, applied to and under, the Earn-Out Shares, for nil consideration (such Earn-Out Shares so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsor, the “Earn-Out Forfeiture Shares”)Earnout Statement mutatis mutandis. (b) PubCo and Sponsor acknowledge and agree that The “Final Earnout Statement” will be (i) in the event that no dispute notice is delivered by Buyer, or Buyer notifies Seller that it has no such disputes or objections to the Earnout Statement, in each Earn-Out Forfeiture Sharecase prior to the expiration of the Earnout Review Period, when so contributedthe Earnout Statement delivered by Sellers to Buyer pursuant to Section 2.9(a); (ii) in the event that a dispute notice is delivered by Buyer to Sellers prior to the expiration of the Earnout Review Period and Sellers and Buyer are able to agree on all matters set forth in such dispute notice, transferred assignedthe Earnout Statement delivered by Sellers to Buyer pursuant to Section 2.9(a), conveyed as adjusted pursuant to the agreement of Sellers and Buyer in writing; or (iii) in the event that a dispute notice is delivered by Buyer to PubCo Sellers prior to the expiration of the Earnout Review Period and Sellers and Buyer are unable to agree on all matters set forth in such dispute notice, the Earnout Statement delivered by Sponsor Sellers to Buyer pursuant to Section 2.9(a), as adjusted by the Independent Accountant in accordance with Section 7.2(a2.9(a), shall be and be deemed to have been . In the event the Earnout Statement is determined (x) surrendered pursuant to clauses (i) or (ii) of the immediately preceding sentence, Sellers will prepare the Final Earnout Statement and forfeited deliver it to PubCo by Sponsor for nil consideration and Buyer within three Business Days following the determination thereof or (y) cancelled by PubCo pursuant to clause (iii) of the immediately upon surrender preceding sentence, the Independent Accountant will prepare the Final Earnout Statement and forfeiture deliver such items to Sellers and cease Buyer within three Business Days following the delivery of the final written determination of the Independent Accountant to be issued Sellers and outstanding; and (ii) any other PubCo Shares which are not Earn-Out Forfeiture Shares shall continue to be issued and outstanding and owned by Sponsor for its own accountBuyer. (c) In addition If Earnout EBITDA is greater than the Earnout Threshold, within 12 Business Days following the date on which the Final Earnout Statement is delivered pursuant to and not Section 2.9, Buyer shall pay to an account designated in place writing by Sellers, by wire transfer of the transfer restrictions set forth in Article V (andimmediately available funds, for the avoidance an aggregate amount of doubt, not limited by the exceptions or conditions set forth therein), subject cash equal to the consummation of the Initial Merger and the Acquisition Merger, Sponsor covenants and agrees that it shall not, during the period commencing on the Acquisition Effective Time and ending on the earlier to occur of (i) an Earn-Out Vesting Event or (ii) the last day of the Earn-Out Period (the “Earn-Out Restricted Period”), effect, undertake, enter into or publicly announce any Transfer with respect to any Earn-Out Shares. For the avoidance of doubt, Sponsor shall retain all of its rights as a shareholder of PubCo with respect to the Earn-Out Shares during the Earn-Out Restricted Period, including, without limitation, the right to vote any Earn-Out Shares that are entitled to vote, the right to appoint a proxy with respect to any vote of any Earn-Out Shares, and the right to receive any dividends or distributions in respect of such Earn-Out Shares. The foregoing restrictions in this Section 7.2(c) shall not apply to (i) Transfers of Earn-Out Shares in the event of completion of an Unqualified Liquidation Event; or (ii) Transfers required by Law. If any Transfer is made contrary to the provisions of this Section 7.2(c), such purported Transfer shall be null and void ab initioEarnout Amount. (d) Sponsor hereby authorizes PubCo during The Parties agree that any payment of the Earn-Out Period Earnout Amount will be treated as an adjustment to cause its transfer agent the Purchase Price for all applicable Tax purposes and shall be treated as such by the Earn-Out Shares to decline to transfer, and to note stop transfer restrictions Parties on the share register and other records relating to, such Earn-Out Shares for which Sponsor is the record holder in each case, solely if and their Tax Returns to the extent such transfer would constitute a Transfer in breach of Section 7.2(c). PubCo shall instruct its transfer agent to remove any stop transfer restrictions on the share register and other records and the legend set forth in Section 7.2(e) below related to the Earn-Out Shares following the time of an Earn-Out Vesting Event within one (1) Business Day of a request permitted by Sponsorapplicable Law. (e) During In the Earn-Out Period, or if earlier, until event that the occurrence of an Earn-Out Vesting Event, each certificate evidencing any Earn-Out Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition Closing occurs prior to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SPONSOR SUPPORT AGREEMENT AND DEED, DATED AS OF MAY 25January 1, 2023, BY AND AMONG MONEYHERO LIMITED during the period beginning on the Closing Date and ending on December 31, 2022, unless otherwise consented to by the Xxxxx Directors (“COMPANY”as defined in the Investor Rights Agreement) or the Sellers (such consent not to be unreasonably withheld, conditioned or delayed), THE HOLDER NAMED THEREIN AND THE OTHER PARTIES THERETO. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUESTBuyer will use commercially reasonable efforts to cause the Company Group Members to conduct their respective businesses in the Ordinary Course (taking into account the transition of the Company Group to a standalone business, including as contemplated by the Transition Services Agreement and with respect to the replacement of services that were previously provided by Sellers and their Affiliates (other than the Company Group) to the Company Group).” (f) The obligations of Sponsor under this Article VII shall cease upon the earlier to occur of (i) an Earn-Out Vesting Event and (ii) a Qualified Liquidation Event.

Earnout. In the event that Tenant exercises its option under the Lease to request up to an additional Ten Million and 00/100 Dollars (a$10,000,000.00) Sponsor hereby agrees that ifover the Tenant Allowance (the “First Contingency Improvement Allowance”) and the related Broker’s Fee, at the end then upon disbursement of each such portion of the Earn-Out Period no Earn-Out Vesting Event First Contingency Improvement Allowance by Purchaser to Tenant, Seller shall have occurredbeen deemed to have earned an amount equal to the product of (x) the portion of the First Contingency Improvement Allowance funded by Purchaser to Tenant divided by ten million, multiplied by (y) $1,450,000 (the “First Earnout Payment”). In the event that Tenant exercises its option under the Lease to request an additional sum not to exceed Ten Million and 00/100 Dollars (the “Second Contingency Improvement Allowance”) and the related Broker’s Fee, then Sponsor shallupon disbursement of each such portion of the Second Contingency Improvement Allowance by Purchaser to Tenant, Seller shall have been deemed to have earned an amount equal to the product of (x) the portion of the Second Contingency Improvement Allowance funded by Purchaser to Tenant divided by ten million, multiplied by (y) $1,920,000 (the “Second Earnout Payment”). Seller shall be eligible to receive multiple payments from Purchaser in regards to the First Earnout Payment and the Second Earnout Payment (collectively, the “Earnout Payments”), but no later more often than on a quarterly basis in each year of the term of the Lease until December 31, 2018 in accordance with the terms of this Section. Promptly (and in any event within five (5) business days of disbursement), following Purchaser’s disbursements of any portion of the First Contingency Improvement Allowance or the Second Contingency Improvement Allowance, Purchaser shall notify in writing (which notice may be delivered electronically) Seller and Escrow Agent (the “Earnout Payment Notice”) that (i) Seller has earned an Earnout Payment and (ii) the amount of the Earnout Payment. Within ten (10) Business Days following after the end date of each applicable Earnout Payment Notice, Purchaser shall pay to Escrow Agent an amount equal to the applicable Earnout Payment less an amount equal to the product of (x) the increased amount of monthly Base Rent payable by Tenant under the Lease above $696,000.00 (as such number may increase from time to time in connection with previous increases in monthly Base Rent payable by Tenant under the Lease pursuant to this Section 6.8), multiplied by (y) the number of months (prorated for any partial month) between the date of Purchaser’s disbursement of the Earn-Out Periodapplicable portion of the First Contingency Improvement Allowance or the Second Contingency Improvement Allowance and December 31, contribute, transfer, assign, convey and deliver 2018 (the “Net Earnout Payment”). Notwithstanding anything to PubCo, and PubCo shall acquire and accept from Sponsor all of Sponsor’s right, title, and interest in, to and underthe contrary contained in this Section, the Earn-Out Shares, for nil consideration effectiveness of Seller's right to be eligible to earn the Net Earnout Payments pursuant to the terms and conditions herein is expressly conditioned upon the satisfaction of each of the following conditions (such Earn-Out Shares so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsorcollectively, the “Earn-Out Forfeiture SharesEarnout Conditions”). ): (a) no default (after expiration of applicable notice and cure provisions) by Seller existing under the Escrow Agreement shall be in effect at the time any portion of the Net Earnout Payment is scheduled to be made; and (b) PubCo and Sponsor acknowledge and agree that (i) each Earn-Out Forfeiture Share, when so contributed, transferred assigned, conveyed and Seller shall have delivered to PubCo Purchaser and Escrow Agent a closing statement, transfer tax forms (if applicable), a 1099-S (if applicable), and such other documentation reasonably required by Sponsor Escrow Agent to disburse the Net Earnout Payment. All Net Earnout Payments due to be paid in accordance with this Section 7.2(a), shall be paid by wire transfer of available funds to the Escrow Agent and be deemed then by Escrow Agent to have been (x) surrendered and forfeited to PubCo by Sponsor for nil consideration and (y) cancelled by PubCo immediately upon surrender and forfeiture and cease to be issued and outstanding; and (ii) any other PubCo Shares which are not Earn-Out Forfeiture Shares shall continue to be issued and outstanding and owned by Sponsor for its own account. (c) In addition to and not in place of the transfer restrictions set forth in Article V (and, for the avoidance of doubt, not limited by the exceptions or conditions set forth therein)Seller, subject to the consummation terms of this Agreement and the Master Escrow Agreement. Prior to March 31, 2019, Purchaser and Seller shall reconcile the amount of the Initial Merger First Earnout Payment and the Acquisition Merger, Sponsor covenants Second Earnout Payment payable to Seller (if applicable). Purchaser and agrees that it Seller shall not, during the period commencing on the Acquisition Effective Time and ending on the earlier to occur of (i) an Earn-Out Vesting Event or (ii) the last day of the Earn-Out Period (the “Earn-Out Restricted Period”), effect, undertake, enter into or publicly announce any Transfer cooperate with each other with respect to any Earn-Out Shares. For the avoidance of doubt, Sponsor shall retain all of its rights as a shareholder of PubCo with respect to the Earn-Out Shares during the Earn-Out Restricted Period, including, without limitation, the right to vote any Earn-Out Shares that are entitled to vote, the right to appoint a proxy with respect to any vote of any Earn-Out Shares, and the right to receive any dividends or distributions in respect of such Earn-Out Shares. The foregoing restrictions in this Section 7.2(c) shall not apply to (i) Transfers of Earn-Out Shares in the event of completion of an Unqualified Liquidation Event; or (ii) Transfers required by Law. If any Transfer is made contrary to the provisions of this Section 7.2(c), such purported Transfer 6.8. The provisions of this Section 6.8 shall be null and void ab initiosurvive the Closing. (d) Sponsor hereby authorizes PubCo during the Earn-Out Period to cause its transfer agent for the Earn-Out Shares to decline to transfer, and to note stop transfer restrictions on the share register and other records relating to, such Earn-Out Shares for which Sponsor is the record holder in each case, solely if and to the extent such transfer would constitute a Transfer in breach of Section 7.2(c). PubCo shall instruct its transfer agent to remove any stop transfer restrictions on the share register and other records and the legend set forth in Section 7.2(e) below related to the Earn-Out Shares following the time of an Earn-Out Vesting Event within one (1) Business Day of a request by Sponsor. (e) During the Earn-Out Period, or if earlier, until the occurrence of an Earn-Out Vesting Event, each certificate evidencing any Earn-Out Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SPONSOR SUPPORT AGREEMENT AND DEED, DATED AS OF MAY 25, 2023, BY AND AMONG MONEYHERO LIMITED (“COMPANY”), THE HOLDER NAMED THEREIN AND THE OTHER PARTIES THERETO. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (f) The obligations of Sponsor under this Article VII shall cease upon the earlier to occur of (i) an Earn-Out Vesting Event and (ii) a Qualified Liquidation Event.