WORKING CAPITAL LOAN CAPITALIZATION AGREEMENT by and among BRIDGETOWN HOLDINGS LIMITED, MONEYHERO LIMITED, BRIDGETOWN LLC and COMPAREASIA GROUP CAPITAL LIMITED dated May 25, 2023Working Capital Loan Capitalization Agreement • June 5th, 2023 • MoneyHero LTD • Services-business services, nec • Delaware
This Working Capital Loan Capitalization Agreement, dated May 25, 2023 (this “Agreement”) is made and entered into by and among Bridgetown Holdings Limited, a Cayman Islands exempted company limited by shares (“Borrower”), MoneyHero Limited (formerly known as Hyphen Group Limited), a Cayman Islands exempted company limited by shares (“PubCo”), Bridgetown LLC, a Cayman Islands limited liability company (“Sponsor”) and CompareAsia Group Capital Limited, a Cayman Islands exempted company limited by shares (“CompareAsia”). Borrower, PubCo, Sponsor and CompareAsia are each referred to herein as a “Party”, and collectively as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2023 • MoneyHero LTD • Services-business services, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 25, 2023, is made and entered into by and among MoneyHero Limited (formerly known as Hyphen Group Limited), a Cayman Islands exempted company limited by shares (“PubCo”), Bridgetown LLC, a Cayman Islands limited liability company (the “Sponsor”), the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”), solely for the purposes of Section 5.10, Bridgetown Holdings Limited, a Cayman Islands exempted company limited by shares (the “Acquiror”), and solely for the purposes of Section 5.10, CompareAsia Group Capital Limited, a Cayman Islands exempted company limited by shares (the “Company”).
ContractCall Option Agreement • June 5th, 2023 • MoneyHero LTD • Services-business services, nec • Hong Kong
CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.
COMPANY HOLDERS SUPPORT AGREEMENT AND DEEDCompany Holders Support Agreement and Deed • June 5th, 2023 • MoneyHero LTD • Services-business services, nec
This COMPANY HOLDERS SUPPORT AGREEMENT AND DEED (this “Agreement”) is made and entered into as of May 25, 2023, by and among MoneyHero Limited (formerly known as Hyphen Group Limited), a Cayman Islands exempted company (“PubCo”), CompareAsia Group Capital Limited, a Cayman Islands exempted company (the “Company”), Bridgetown Holdings Limited, a Cayman Islands exempted company (“Acquiror”), and each of the Persons listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.
Letter AgreementLetter Agreement • June 5th, 2023 • MoneyHero LTD • Services-business services, nec
Reference is made to the business combination agreement of even date herewith by and among MoneyHero Limited (formerly known as Hyphen Group Limited), a Cayman Islands exempted company limited by shares (“PubCo”), CompareAsia Group Capital Limited, a Cayman Islands exempted company limited by shares (the “Company”), Bridgetown Holdings Limited, a Cayman Islands exempted company limited by shares (“Acquiror”), Gemini Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares and a direct wholly-owned subsidiary of PubCo (“Merger Sub 1”), and Gemini Merger Sub 2 Limited, a Cayman Islands exempted company limited by shares and a direct wholly-owned subsidiary of PubCo (“Merger Sub 2”) (as the same may be amended, restated or supplemented from time to time, the “Business Combination Agreement”) providing for (a) the merger of Acquiror with and into Merger Sub 1, with Merger Sub 1 being the surviving entity and remaining a wholly-owned subsidiary of PubCo (the “Initial Merger
SPONSOR SUPPORT AGREEMENT AND DEEDSponsor Support Agreement • June 5th, 2023 • MoneyHero LTD • Services-business services, nec
This SPONSOR SUPPORT AGREEMENT AND DEED (this “Agreement”) is made and entered into as of May 25, 2023, by and among MoneyHero Limited (formerly known as Hyphen Group Limited), a Cayman Islands exempted company (“PubCo”), CompareAsia Group Capital Limited, a Cayman Islands exempted company (the “Company”), Bridgetown Holdings Limited, a Cayman Islands exempted company (“Acquiror”), and Bridgetown LLC, a limited liability company incorporated under the laws of the Cayman Islands (“Sponsor”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT between BRIDGETOWN HOLDINGS LIMITED MONEYHERO LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated May 25, 2023Warrant Agreement • June 5th, 2023 • MoneyHero LTD • Services-business services, nec • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated May 25, 2023, is made by and among Bridgetown Holdings Limited, a Cayman Islands exempted company (the “Company”), MoneyHero Limited (formerly known as Hyphen Group Limited), a Cayman Islands exempted company (“PubCo”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated October 15, 2020, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
AMENDMENT TO LOAN NOTE PURCHASE AGREEMENTLoan Note Purchase Agreement • June 5th, 2023 • MoneyHero LTD • Services-business services, nec • Hong Kong
This AMENDMENT TO LOAN NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of 21 December, 2022 by and among COMPAREASIA GROUP CAPITAL LIMITED, an exempted company duly incorporated under the laws of Cayman Islands with registration number 291749 (the “Company”), PCCW MEDIA INTERNATIONAL LIMITED as lead subscriber (the “Lead Subscriber”), ENTERPRISE INNOVATION HOLDINGS LIMITED as original additional purchaser (the “Original Additional Purchaser”, and collectively with the Lead Subscriber, the “Original Purchasers”) and the persons and entities named on the Amended Schedule of Purchasers attached hereto (individually, an “Additional Purchaser” and collectively with the Original Purchasers, the “Purchasers”).
LOAN NOTE PURCHASE AGREEMENTLoan Note Purchase Agreement • June 5th, 2023 • MoneyHero LTD • Services-business services, nec • Hong Kong
This LOAN NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of October 14 , 2022 by and among COMPAREASIA GROUP CAPITAL LIMITED, an exempted company duly incorporated under the laws of Cayman Islands with registration number 291749 (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
