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 • May 25th, 2023 • Bridgetown Holdings LTD • Blank checks • 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 • May 25th, 2023 • Bridgetown Holdings LTD • Blank checks • 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”).
CALL OPTION AGREEMENTCall Option Agreement • May 25th, 2023 • Bridgetown Holdings LTD • Blank checks • Hong Kong
COMPANY HOLDERS SUPPORT AGREEMENT AND DEEDCompany Holders Support Agreement and Deed • May 25th, 2023 • Bridgetown Holdings LTD • Blank checks
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 • May 25th, 2023 • Bridgetown Holdings LTD • Blank checks
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 • May 25th, 2023 • Bridgetown Holdings LTD • Blank checks
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 • May 25th, 2023 • Bridgetown Holdings LTD • Blank checks • 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.
BUSINESS COMBINATION AGREEMENT by and among BRIDGETOWN HOLDINGS LIMITED, MONEYHERO LIMITED, GEMINI MERGER SUB 1 LIMITED, GEMINI MERGER SUB 2 LIMITED, and COMPAREASIA GROUP CAPITAL LIMITED dated May 25, 2023Business Combination Agreement • May 25th, 2023 • Bridgetown Holdings LTD • Blank checks • Delaware
This Business Combination 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 (“Acquiror”), MoneyHero Limited (formerly known as Hyphen Group Limited), a Cayman Islands exempted company limited by shares (“PubCo”), Gemini Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares and a direct wholly-owned Subsidiary of PubCo (“Merger Sub 1”), Gemini Merger Sub 2 Limited, a Cayman Islands exempted company limited by shares and a direct wholly-owned Subsidiary of PubCo (“Merger Sub 2”) and CompareAsia Group Capital Limited, a Cayman Islands exempted company limited by shares (the “Company”).
