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. The parties acknowledge that the Purchase Price, as same may be modified by Section 3 herein, has been calculated generally by dividing the expected annual base rent from the Property (ai.e. $2,386,109) Sponsor hereby agrees that if, at by .082251 (the end “Base Rent Divider”). In the event the Property is less than one hundred percent (100%) leased to tenants satisfying the Occupancy Conditions described upon Exhibit L attached hereto and made a part hereof as of the Earn-Out Period no Earn-Out Vesting Event shall have occurredClosing Date, then Sponsor shall, no later than ten (10) Business Days following the end only a portion of the Earn-Out Periodfull Purchase Price shall be funded at Closing and the balance of the Purchase Price (the “Unfunded Purchase Price”) shall be held by Purchaser pursuant to the terms of this Section 20. The Unfunded Purchase Price shall be calculated by dividing the aggregate pro forma annual base rent (per the attached Exhibit B) for the space within the Property for those tenants that do not then satisfy the Occupancy Conditions (the “Vacant Space”), contribute, transfer, assign, convey and deliver by the Base Rent Divider. The balance of the Purchase Price shall be paid to PubCo, and PubCo shall acquire and accept from Sponsor all Seller per the terms of Sponsorthis Agreement on the Closing Date (subject to Seller’s right, title, and interest in, to and underfunding of the deposits described below). As of the date hereof, the Earn-Out SharesVacant Space totals 20,294 square feet. The parties agree to enter into a mutually agreeable “Earnout Agreement” (attached as Exhibit K) at Closing which sets forth the terms and conditions for the Earnout, 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 some of which are not Earn-Out Forfeiture Shares as follows: The term of the earnout period shall commence on the Closing Date and shall continue to be issued and outstanding and owned by Sponsor for its own account. (c) In addition to and not in place of until 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 first to occur of (i) an Earn-Out Vesting Event a period of 36 months from the Closing Date, or (ii) the last day date the Vacant Space has been fully leased and is occupied by tenants then satisfying the Occupancy Conditions (the “Earnout Period”). During the term of the Earn-Out Earnout Period (and prior to the satisfaction of the Occupancy Conditions of any portion of the Vacant Space by a new tenant), Seller shall be responsible for the monthly pro rata share of taxes, insurance and common area expenses (collectively, the “Operating Expenses”) allocable to the Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to the estimated aggregate Operating Expenses for the Vacant Space payable during the Earnout Period (the “Earn-Out Restricted PeriodOperating Expense Escrow”), effect, undertake, enter into or publicly announce . Purchaser shall draw down on the Operating Expense Escrow during the Earnout Period to pay 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 Operating Expenses allocable to the Earn-Out Shares Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and occupied by, a tenant then satisfying the Occupancy Conditions, Seller’s obligation to pay Purchaser the Operating Expenses allocable to that portion of the Vacant Space shall terminate and the balance of the Operating Expense Escrow allocable to said space shall be promptly paid to Seller. Upon the expiration of the Earnout Period, the balance of the Operating Expense Escrow, if any, shall be paid to Seller. Seller shall continue to serve as the exclusive leasing agent for the Vacant Space during the Earn-Out Restricted PeriodEarnout Period and shall be responsible for all costs and expenses associated with leasing the Vacant Space, including, including without limitation, the right any brokerage commissions and tenant improvement allowances associated therewith. To that end, Seller agrees to vote any Earn-Out Shares that are entitled to voteescrow with Escrow Agent at Closing, 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 an amount equal to (i) Transfers $15.00 per square foot of Earn-Out Shares the Vacant Space for anticipated tenant improvement allowances applicable to the Vacant Space, plus (ii) $3.00 per square foot of the Vacant Space for anticipated leasing commissions applicable to the Vacant Space (collectively, the “Leasing Escrow”). As any portion of the Vacant Space is leased to tenants during the Earnout Period, Seller may draw down on the Leasing Escrow to pay any tenant improvement allowance and/or leasing commissions applicable to said lease, provided in no event shall the aggregate amount funded out of the Leasing Escrow for tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased, nor shall the aggregate amount funded from the Leasing Escrow for leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased. Upon the expiration of the Earnout Period, a portion of the Leasing Escrow in an amount equal to the collective sum of the improvement allowances for the then Vacant Space and the leasing commissions applicable to the then Vacant Space shall be either: (y) paid to Purchaser if the Vacant Space is not fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period; or (z) paid to Seller if the Vacant Space is fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period. Any amounts remaining in the Leasing Escrow after payment to Purchaser and/or Seller (as applicable), as provided immediately above shall be paid to Seller at the expiration of the Earnout Period. Additionally, if tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased or leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased (including for space which is being reconfigured for future leasing to a tenant) (e.g., relocation of walls and doorways), Seller shall be responsible for payment of such shortfall from Seller’s funds without contribution therefor from Purchaser. All leases for the Vacant Space shall comply with the Leasing Parameters attached hereto as Exhibit F or shall otherwise be approved in writing by Purchaser. At such time as Seller provides Purchaser with a new lease for any portion of the Vacant Space (and such new occupant has satisfied the Occupancy Conditions), Purchaser shall, upon ten (10) days advance written notice from Seller, pay to Seller a portion of the Unfunded Purchase Price in an amount equal to the annual base rent payable under said new lease (such base rent in no event to exceed 110% of the pro forma annual base rent for such space per the attached Exhibit B) divided by the Base Rent Divider. Any portion of the Unfunded Purchase Price which remains unfunded as of the expiration of the Earnout Period shall then be deemed to be forfeited by Seller without any further act by Purchaser and shall be forever released from all obligations to fund any portion of the Unfunded Purchase Price thereafter. Purchaser shall act in a commercially reasonable manner and in good faith during its review and approval of any proposed new tenant and/or lease of the Vacant Space. Purchaser agrees to respond to Seller deliveries of tenant information and/or leases within five (5) business days after its receipt thereof by Purchaser, and in the event of completion of Purchaser fails to respond within an Unqualified Liquidation Event; or additional two (ii2) Transfers required by Law. If any Transfer is made contrary to the provisions of this Section 7.2(c)business days after a second notice, such purported Transfer said proposed tenant and/or lease shall be null deemed approved by Purchaser. In the event that any tenant and void ab initio. its new lease is approved (dor deemed approved) Sponsor hereby authorizes PubCo during and such lease is signed by the Earn-Out Period tenant and delivered to cause its transfer agent for Purchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of the Earn-Out Shares to decline to transfersecond notice described above, and to note stop transfer restrictions on then 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 lease shall be stamped or otherwise imprinted with a legend in substantially deemed to have been executed by Purchaser as of the sixth (6th) business day 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 REQUESTPurchaser’s receipt of same.” (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 occurred, then Sponsor shall, promptly (but in any event no later than ten (10) Business Days following Days) after the end occurrence of the Earn-Out PeriodTriggering Event, contribute, transfer, assign, convey and deliver to PubCo, and PubCo Holdco 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 issue or cause to be issued to the Holdco Shareholders and outstanding; and Eligible Optionholders as of immediately prior to the Effective Date (ii) after giving effect to the issuance of any other PubCo Holdco 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 as a result of the transfer restrictions set forth exercise of any Company Issuance Rights in Article V (and, for connection with the avoidance of doubt, not limited by the exceptions or conditions set forth therein), subject to the consummation Company Share Exchange) their respective Earnout Pro Rata Share 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 Earnout Shares. For the avoidance of doubt, Sponsor the Triggering Event shall retain all only occur once, if at all. (b) Notwithstanding anything in this Agreement to the contrary, any Earnout Shares issuable under this Section 2.7 in respect of Rollover Company Options shall (i) be issued to the relevant Eligible Optionholder only if such Eligible Optionholder continues to provide services (whether as an employee, director or individual independent contractor) to Holdco or one of its rights as a shareholder Subsidiaries through the date of PubCo with respect the occurrence of the Triggering Event that causes such Earnout Shares to become issuable, and (ii) take the form of restricted stock units issued under the Holdco Equity Incentive Plan (“Earnout RSUs”) and pursuant to Holdco’s form of restricted stock unit grant agreement. The Earnout RSUs shall be subject to the Earn-Out Shares during same vesting schedule as the Earn-Out Restricted Period, including, without limitation, the right to vote any Earn-Out corresponding Rollover Company Options. Any Earnout Shares that are entitled forfeited as a result of an Eligible Optionholder ceasing to voteprovide services through the date of the occurrence of the Triggering Event shall be reallocated to the other recipients of Earnout Shares in accordance with their respective Earnout Pro Rata Shares. (c) At all times during the Earnout Period, the right Holdco shall maintain sufficient Holdco Shares available for issuance under its authorized share capital to appoint a proxy with respect permit Holdco 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 satisfy its issuance obligations set forth in this Section 7.2(c) 2.7 and shall not apply exert its reasonable best efforts to (i) Transfers take all actions required to increase the number of Earn-Out Holdco Shares available for issuance under its authorized share capital if at any time there shall be insufficient Holdco Shares thereunder to satisfy its issuance obligations set forth 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 initio2.7. (d) Sponsor hereby authorizes PubCo during Notwithstanding anything to the Earn-Out Period to cause its transfer agent for contrary contained herein, no fraction of an Earnout Share will be issued by virtue of the Earn-Out Shares to decline to transferTriggering Event, and each Person who would otherwise be entitled to note stop transfer restrictions on the share register and other records relating to, a fraction of an Earnout Share (after aggregating all fractional Earnout Shares that otherwise would be received by such Earn-Out Shares for which Sponsor is the record holder in each case, solely if and connection with the occurrence of such Triggering Event) shall instead have the number of Earnout Shares issued to such Person (i) rounded down to the extent such transfer nearest whole number in the event that the fractional Earnout Share that otherwise would constitute a Transfer in breach be so paid is less than five-tenths (0.5) of Section 7.2(c). PubCo shall instruct its transfer agent to remove any stop transfer restrictions on the share register an Earnout Share and other records and the legend set forth in Section 7.2(e(ii) below related rounded up to the Earnnearest whole number in the event that the fractional Earnout Share that otherwise would be so paid is greater than or equal to five-Out Shares following the time tenths (0.5) of an Earn-Out Vesting Event within one (1) Business Day of a request by SponsorEarnout Share. (e) During Following the Earn-Out Closing but during the Earnout 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 Holdco is purchased or acquired pursuant to a Change of Control Transaction and (ii) a Qualified Liquidation such Change of Control Transaction occurs at any time after Positive Phase 3 Data has been achieved with respect to the Company’s BROADWAY trial of obicetrapib (protocol number: TA-8995-302) but prior to the occurrence of the Triggering Event, then any Earnout Shares that remain unissued as of immediately prior to the consummation of such Change of Control Transaction shall immediately become issuable and the holders of Holdco Shares as of immediately prior to the Effective Date and the Eligible Optionholders as of immediately prior to the Effective Date who continue to provide services (whether as an employee, director or individual independent contractor) to Holdco or one of its Subsidiaries through the date of the Change in Control shall be entitled to receive their respective Earnout Pro Rata Share of such Earnout Shares prior to the consummation of such Change of Control Transaction. Any Earnout Shares shall be issuable to as specified on the Allocation Schedule, subject to any reallocation made pursuant to Section 2.7(b).

Earnout. The parties acknowledge that the Purchase Price, as same may be modified by Section 3 herein, has been calculated generally by dividing the expected annual base rent from the Property (ai.e. $4,482,425.00) Sponsor hereby agrees that if, at by .074521 (the end “Base Rent Divider”). In the event the Property is less than one hundred percent (100%) leased to tenants satisfying the Occupancy Conditions described upon Exhibit L attached hereto and made a part hereof as of the Earn-Out Period no Earn-Out Vesting Event shall have occurredClosing Date, then Sponsor shall, no later than ten (10) Business Days following the end only a portion of the Earn-Out Periodfull Purchase Price shall be funded at Closing and the balance of the Purchase Price (the “Unfunded Purchase Price”) shall be held by Purchaser pursuant to the terms of this Section 20. The Unfunded Purchase Price shall be calculated by dividing the aggregate pro forma annual base rent (per the attached Exhibit B) for the space within the Property for those tenants that do not then satisfy the Occupancy Conditions (the “Vacant Space”), contribute, transfer, assign, convey and deliver by the Base Rent Divider. The balance of the Purchase Price shall be paid to PubCo, and PubCo shall acquire and accept from Sponsor all Seller per the terms of Sponsorthis Agreement on the Closing Date (subject to Seller’s right, title, and interest in, to and underfunding of the deposits described below). As of the date hereof, the Earn-Out SharesVacant Space totals 4,800 square feet. The parties agree to enter into a mutually agreeable “Earnout Agreement” (attached as Exhibit K) at Closing which sets forth the terms and conditions for the Earnout, 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 some of which are not Earn-Out Forfeiture Shares as follows: The term of the earnout period shall commence on the Closing Date and shall continue to be issued and outstanding and owned by Sponsor for its own account. (c) In addition to and not in place of until 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 first to occur of (i) an Earn-Out Vesting Event a period of 36 months from the Closing Date, or (ii) the last day date the Vacant Space has been fully leased and is occupied by tenants then satisfying the Occupancy Conditions (the “Earnout Period”). During the term of the Earn-Out Earnout Period (and prior to the satisfaction of the Occupancy Conditions of any portion of the Vacant Space by a new tenant), Seller shall be responsible for the monthly pro rata share of taxes, insurance and common area expenses (collectively, the “Operating Expenses”) allocable to the Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to the estimated aggregate Operating Expenses for the Vacant Space payable during the Earnout Period (the “Earn-Out Restricted PeriodOperating Expense Escrow”), effect, undertake, enter into or publicly announce . Purchaser shall draw down monthly on the Operating Expense Escrow during the Earnout Period to pay 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 Operating Expenses allocable to the Earn-Out Shares Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and occupied by, a tenant then satisfying the Occupancy Conditions, Seller’s obligation to pay Purchaser the Operating Expenses allocable to that portion of the Vacant Space shall terminate and the balance of the Operating Expense Escrow allocable to said space shall be promptly paid to Seller. Upon the expiration of the Earnout Period, the balance of the Operating Expense Escrow, if any, shall be paid to Seller. Seller, or its affiliated entities, shall continue to serve as the exclusive leasing agent for the Vacant Space during the Earn-Out Restricted PeriodEarnout Period and Seller shall be responsible for all costs and expenses associated with leasing the Vacant Space, including, including without limitation, the right any brokerage commissions and tenant improvement allowances associated therewith. To that end, Seller agrees to vote any Earn-Out Shares that are entitled to voteescrow with Escrow Agent at Closing, 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 an amount equal to (i) Transfers $15.00 per square foot of Earn-Out Shares the Vacant Space for anticipated tenant improvement allowances applicable to the Vacant Space, plus (ii) $3.00 per square foot of the Vacant Space for anticipated leasing commissions applicable to the Vacant Space (collectively, the “Leasing Escrow”). As any portion of the Vacant Space is leased to tenants during the Earnout Period, Seller may draw down on the Leasing Escrow to pay any tenant improvement allowance and/or leasing commissions applicable to said lease, provided in no event shall the aggregate amount funded out of the Leasing Escrow for tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased, nor shall the aggregate amount funded from the Leasing Escrow for leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased. Upon the expiration of the Earnout Period, a portion of the Leasing Escrow in an amount equal to the collective sum of the improvement allowances for the then Vacant Space and the leasing commissions applicable to the then Vacant Space shall be either: (y) paid to Purchaser if the then Vacant Space is not fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period; or (z) paid to Seller if the then Vacant Space is fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period. Any amounts remaining in the Leasing Escrow after payment to Purchaser and/or Seller (as applicable), as provided immediately above shall be paid to Seller at the expiration of the Earnout Period. Additionally, if tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased or leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased (including for space which is being reconfigured for future leasing to a tenant) (e.g., relocation of walls and doorways), Seller shall be responsible for payment of such shortfall from Seller’s funds without contribution therefor from Purchaser. All leases for the Vacant Space shall comply with the Leasing Parameters attached hereto as Exhibit F or shall otherwise be approved in writing by Purchaser. At such time as Seller provides Purchaser with a new lease for any portion of the Vacant Space (and such new occupant has satisfied the Occupancy Conditions), Purchaser shall, upon ten (10) days advance written notice from Seller, pay to Seller a portion of the Unfunded Purchase Price in an amount equal to the annual base rent payable under said new lease (such base rent in no event to exceed 110% of the pro forma annual base rent for such space per the attached Exhibit B) divided by the Base Rent Divider. Any portion of the Unfunded Purchase Price which remains unfunded as of the expiration of the Earnout Period shall then be deemed to be forfeited by Seller without any further act by Purchaser and shall be forever released from all obligations to fund any portion of the Unfunded Purchase Price thereafter. Purchaser shall act in a commercially reasonable manner and in good faith during its review and approval of any proposed new tenant and/or lease of the Vacant Space. Purchaser agrees to respond to Seller deliveries of tenant information and/or leases within five (5) business days after its receipt thereof by Purchaser, and in the event of completion of Purchaser fails to respond within an Unqualified Liquidation Event; or additional two (ii2) Transfers required by Law. If any Transfer is made contrary to the provisions of this Section 7.2(c)business days after a second notice, such purported Transfer said proposed tenant and/or lease shall be null deemed approved by Purchaser. In the event that any tenant and void ab initio. its new lease is approved (dor deemed approved) Sponsor hereby authorizes PubCo during and such lease is signed by the Earn-Out Period tenant and delivered to cause its transfer agent for Purchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of the Earn-Out Shares to decline to transfersecond notice described above, and to note stop transfer restrictions on then 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 lease shall be stamped or otherwise imprinted with a legend in substantially deemed to have been executed by Purchaser as of the sixth (6th) business day 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 REQUESTPurchaser’s receipt of same.” (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. The parties acknowledge that the Purchase Price, as same may be modified by Section 3 herein, has been calculated generally by dividing the expected annual base rent from the Property (ai.e. $2,674,471) Sponsor hereby agrees that if, at by .079406 (the end “Base Rent Divider”). In the event the Property is less than one hundred percent (100%) leased to tenants satisfying the Occupancy Conditions described upon Exhibit L attached hereto and made a part hereof as of the Earn-Out Period no Earn-Out Vesting Event shall have occurredClosing Date, then Sponsor shall, no later than ten (10) Business Days following the end only a portion of the Earn-Out Period, contribute, transfer, assign, convey full Purchase Price shall be funded at Closing and deliver the balance of the Purchase Price (the “Unfunded Purchase Price”) shall be held by Purchaser pursuant to PubCo, and PubCo shall acquire and accept from Sponsor all the terms of Sponsor’s right, title, and interest in, this Section 20. Subject to and underthe terms of Exhibit L attached hereto, the Earn-Out SharesUnfunded Purchase Price shall be calculated by dividing the aggregate pro forma annual base rent (per the attached Exhibit B) for the space within the Property for those tenants that do not then satisfy the Occupancy Conditions (the “Vacant Space”), for nil consideration by the Base Rent Divider. The balance of the Purchase Price shall be paid to Seller per the terms of this Agreement on the Closing Date (such Earn-Out Shares so contributed, transferred assigned, conveyed and delivered subject to PubCo by SponsorSeller’s funding of the deposits described below). As of the date hereof, the Vacant Space totals 5,900 square feet. The parties agree to enter into a mutually agreeable “Earn-Out Forfeiture Shares”). Earnout Agreement” (battached as Exhibit K) PubCo at Closing which sets forth the terms and Sponsor acknowledge and agree that (i) each Earn-Out Forfeiture Shareconditions for the Earnout, 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 some of which are not Earn-Out Forfeiture Shares as follows: The term of the earnout period shall commence on the Closing Date and shall continue to be issued and outstanding and owned by Sponsor for its own account. (c) In addition to and not in place of until 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 first to occur of (i) an Earn-Out Vesting Event a period of 36 months from the Closing Date, or (ii) the last day date the Vacant Space has been fully leased and is occupied by tenants then satisfying the Occupancy Conditions (the “Earnout Period”). During the term of the Earn-Out Earnout Period (and prior to the satisfaction of the Occupancy Conditions of any portion of the Vacant Space by a new tenant), Seller shall be responsible for the monthly pro rata share of taxes, insurance and common area expenses (collectively, the “Operating Expenses”) allocable to the Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to the estimated aggregate Operating Expenses for the Vacant Space payable during the Earnout Period (the “Earn-Out Restricted PeriodOperating Expense Escrow”), effect, undertake, enter into or publicly announce . Purchaser shall draw down on the Operating Expense Escrow during the Earnout Period to pay 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 Operating Expenses allocable to the Earn-Out Shares Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and occupied by, a tenant then satisfying the Occupancy Conditions, Seller’s obligation to pay Purchaser the Operating Expenses allocable to that portion of the Vacant Space shall terminate and the balance of the Operating Expense Escrow allocable to said space shall be promptly paid to Seller. Upon the expiration of the Earnout Period, the balance of the Operating Expense Escrow, if any, shall be paid to Seller. Seller shall continue to serve as the exclusive leasing agent for the Vacant Space during the Earn-Out Restricted PeriodEarnout Period and shall be responsible for all costs and expenses associated with leasing the Vacant Space, including, including without limitation, the right any brokerage commissions and tenant improvement allowances associated therewith. To that end, Seller agrees to vote any Earn-Out Shares that are entitled to voteescrow with Escrow Agent at Closing, 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 an amount equal to (i) Transfers $15.00 per square foot of Earn-Out Shares the Vacant Space for anticipated tenant improvement allowances applicable to the Vacant Space, plus (ii) $3.00 per square foot of the Vacant Space for anticipated leasing commissions applicable to the Vacant Space (collectively, the “Leasing Escrow”). As any portion of the Vacant Space is leased to tenants during the Earnout Period, Seller may draw down on the Leasing Escrow to pay any tenant improvement allowance and/or leasing commissions applicable to said lease, provided in no event shall the aggregate amount funded out of the Leasing Escrow for tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased, nor shall the aggregate amount funded from the Leasing Escrow for leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased. Upon the expiration of the Earnout Period, a portion of the Leasing Escrow in an amount equal to the collective sum of the improvement allowances for the then Vacant Space and the leasing commissions applicable to the then Vacant Space shall be either: (y) paid to Purchaser if the Vacant Space is not fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period; or (z) paid to Seller if the Vacant Space is fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period. Any amounts remaining in the Leasing Escrow after payment to Purchaser and/or Seller (as applicable), as provided immediately above shall be paid to Seller at the expiration of the Earnout Period. Additionally, if tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased or leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased (including for space which is being reconfigured for future leasing to a tenant) (e.g., relocation of walls and doorways), Seller shall be responsible for payment of such shortfall from Seller’s funds without contribution therefor from Purchaser. All leases for the Vacant Space shall comply with the Leasing Parameters attached hereto as Exhibit F or shall otherwise be approved in writing by Purchaser. At such time as Seller provides Purchaser with a new lease for any portion of the Vacant Space (and such new occupant has satisfied the Occupancy Conditions), Purchaser shall, upon ten (10) days advance written notice from Seller, pay to Seller a portion of the Unfunded Purchase Price in an amount equal to the annual base rent payable under said new lease (such base rent in no event to exceed 110% of the pro forma annual base rent for such space per the attached Exhibit B) divided by the Base Rent Divider. Any portion of the Unfunded Purchase Price which remains unfunded as of the expiration of the Earnout Period shall then be deemed to be forfeited by Seller without any further act by Purchaser and shall be forever released from all obligations to fund any portion of the Unfunded Purchase Price thereafter. Purchaser shall act in a commercially reasonable manner and in good faith during its review and approval of any proposed new tenant and/or lease of the Vacant Space. Purchaser agrees to respond to Seller deliveries of tenant information and/or leases within five (5) business days after its receipt thereof by Purchaser, and in the event of completion of Purchaser fails to respond within an Unqualified Liquidation Event; or additional two (ii2) Transfers required by Law. If any Transfer is made contrary to the provisions of this Section 7.2(c)business days after a second notice, such purported Transfer said proposed tenant and/or lease shall be null deemed approved by Purchaser. In the event that any tenant and void ab initio. its new lease is approved (dor deemed approved) Sponsor hereby authorizes PubCo during and such lease is signed by the Earn-Out Period tenant and delivered to cause its transfer agent for Purchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of the Earn-Out Shares to decline to transfersecond notice described above, and to note stop transfer restrictions on then 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 lease shall be stamped or otherwise imprinted with a legend in substantially deemed to have been executed by Purchaser as of the sixth (6th) business day 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 REQUESTPurchaser’s receipt of same.” (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. (ai) Sponsor Upon the Closing, 2,000,000 Pubco Class A Stock issued as part of the Additional Merger Consideration pursuant to Section 2.8(c) (the “Astral Earnout Shares”), shall be placed into the Astral Escrow Account (as hereinafter defined). Astral hereby agrees that, at the Closing, it shall enter into an escrow agreement with Pubco, the Seller and Continental Stock Transfer and Trust Company (or another escrow agent reasonably acceptable to the Seller, Astral and Pubco), as escrow agent (the “Escrow Agent”), in form and substance to be mutually agreed by the parties thereto prior to the Closing (the “Escrow Agreement”), and, upon and subject to the Closing Astral shall deposit the Astral Earnout Shares into a segregated escrow account (the “Astral Escrow Account”) with the Escrow Agent to be held, along with any equity securities placed in the Astral Escrow Account pursuant to Section 2.8(d)(vii) of this Agreement (the “Astral Escrow Adjustment Shares”), in the Astral Escrow Account and disbursed in accordance with the terms of this Agreement and the Escrow Agreement. (ii) Except as expressly permitted hereunder, Astral shall not transfer, directly or indirectly, the Astral Earnout Shares and the Astral Escrow Adjustment Shares (if any) during the Earnout Period. Except as otherwise set forth in this Agreement, all of the Astral Earnout Shares and Astral Escrow Adjustment Shares shall be retained in the Astral Escrow Account unless and until their release upon the achievement of a Triggering Event (as defined below) in accordance with Section 2.8(d)(v). (iii) Astral agrees that ifall of the Astral Earnout Shares, together with any Astral Escrow Adjustment Shares, shall be subject to potential transfer to Pubco for no consideration (the “Astral Transfer”) at the end of the Earnout Period in the event that not all of the Triggering Events are achieved by Pubco pursuant to Section 2.8(d)(v). (iv) If, at the end of the Earn-Out Period no Earn-Out Vesting Earnout Period, less than all of the Astral Earnout Shares have been released to Astral pursuant to one or more Release Events, Pubco and Astral will as promptly as practicable instruct the Escrow Agent to complete the Astral Transfer of the unreleased Astral Earnout Shares, together with any unreleased Astral Escrow Adjustment Shares, and the Escrow Agent shall deliver such Astral Earnout Shares and Astral Escrow Adjustment Shares to Pubco. Astral and Pubco shall give joint written instructions to the Escrow Agent to release the applicable Astral Earnout Shares, together with any related Astral Escrow Adjustment Shares, to Astral, promptly after the occurrence of a Release Event or a Change in Control. (v) The Astral Earnout Shares shall have occurred, then Sponsor shallvest, no later than ten longer be subject to the Astral Transfer and be released from the Astral Escrow Account to Astral, upon the occurrence of the following Triggering Events (each, a “Release Event”): (1) Upon the occurrence of Triggering Event I, 666,667 shares of Pubco Class A Stock that form part of the Astral Earnout Shares shall no longer be subject to the Astral Transfer and be released from the Astral Escrow Account to Astral; (2) Upon the occurrence of Triggering Event II, 666,667 shares of Pubco Class A Stock that form part of the Astral Earnout Shares shall no longer be subject to the Astral Transfer and be released from the Astral Escrow Account to Astral; and (3) Upon the occurrence of Triggering Event III, 666,666 shares of Pubco Class A Stock that form part of the Astral Earnout Shares shall no longer be subject to the Astral Transfer and be released from the Astral Escrow Account to Astral, in each case, within then (10) 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 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”)relevant Release Event. (bvi) 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 each of its rights as a shareholder of PubCo with respect to the Earn-Out Shares during the Earn-Out Restricted PeriodTriggering Event I, 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, Triggering Event II 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 Triggering Event III shall be null and void ab initiocapable of occurring only once, if at all; provided, further, that all Triggering Events may be achieved at the same time or on overlapping days. (dvii) Sponsor hereby authorizes PubCo during The (1) Pubco Class A Stock price targets set forth in the Earn-Out Period to cause its transfer agent for the Earn-Out definitions of Triggering Event I, Triggering Event II and Triggering Event III and this Section 2.7(d) and (2) number of Astral Earnout Shares to decline be placed in the Astral Escrow Account pursuant to transferthis Section 2.7(d)(i) shall, 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 be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Pubco Class A Stock occurring on or after 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 SponsorClosing. (eviii) During Notwithstanding the Earn-Out foregoing, in the event that during the Earnout Period, or if earlierPubco is subject to a Change in Control, until then all of the occurrence of an Earn-Out Vesting EventAstral Earnout Shares, each certificate evidencing together with any Earn-Out Shares related Astral Escrow Adjustment Shares, then remaining in the Astral Escrow Account shall no longer be subject to the Astral Transfer and shall be stamped or otherwise imprinted with a legend in substantially released to Astral from 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 REQUESTAstral Escrow Account.” (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 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(d). (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. Upon the terms and subject to the conditions of this Section 1.3, Buyers shall pay (aor cause to be paid) Sponsor hereby agrees to Sellers the dollar amount, if any, 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 becomes payable in accordance with the provisions of this Section 7.2(a), 1.3. Any amounts due pursuant to this Section 1.3 shall be calculated based on the results of a complete, applicable Earnout Period, and in no event shall the results or operations of any interim period cause the vesting or accrual of any amounts hereunder: 1.3.1. For each Earnout Period, Sellers shall be deemed entitled to have been receive a payment from Buyers in an aggregate amount in cash (xeach, an “E-Set Earnout Payment”) surrendered and forfeited equal to PubCo by Sponsor for nil consideration and sixty percent (y60%) 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 EBIT generated by or attributable to the E-Set Business for each calendar year (andeach such calendar year, an “Earnout Period”) beginning on January 1, 2019 and ending on December 31, 2025, inclusive (the “Earnout Term”); provided that, for the avoidance of doubt, in the event that the EBIT generated by or attributable to the E-Set Business for any Earnout Period is less than or equal to zero, Buyers, Buyer Parent and the Companies shall have no obligation to make any E-Set Earnout Payment for such Earnout Period. Sellers acknowledge and agree that the amount of any E-Set Earnout Payment is speculative, Buyers have provided no assurance that any particular amount or level of any E-Set Earnout Payment will be payable to Sellers and Buyers have not limited by promised or projected the exceptions amount or conditions set forth thereinpayment of any E-Set Earnout Payment. 1.3.2. For the Earnout Period beginning January 1, 2019 and ending December 31, 2019 (the “Sales Earnout Period”), 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 if there are Completed Sales of (i) an Earn-Out Vesting Event at or fewer than 18,000 units of Dissolvable Plugs, Sellers shall not be entitled to receive any payment from Buyers under this Section 1.3.2, or (ii) at or more than 18,001 units of Dissolvable Plugs, Sellers shall be entitled to receive a payment from Buyers in cash equal to the last day lesser of (x) $25,000,000 and (y) the Earn-Out Period product of (A) $25,000,000 and (B) the quotient of (1) the difference between such number of units of Dissolvable Plugs sold in Completed Sales and 18,000 and (2) 9,200 (any such payment, the “Earn-Out Restricted PeriodSales Earnout Payment”). For example, effectif there were Completed Sales of 25,820 Dissolvable Plugs in Sales Earnout Period, undertakeSellers shall be entitled to receive a payment from Buyers of $21,250,000 in cash [$25,000,000*(7,820/9,200)]. Sellers acknowledge and agree that the amount of any Sales Earnout Payment is speculative, enter into Buyers have provided no assurance that any particular amount or publicly announce level of any Transfer with respect Sales Earnout Payment will be payable to Sellers and Buyers have not promised or projected the amount or payment of any Earn-Out SharesSales Earnout Payment. For the avoidance of doubt, Sponsor in no event shall retain all the Sales Earnout Payment exceed $25,000,000. (i) No later than ninety (90) calendar days after the completion of its rights any Earnout Period, Buyers and Buyer Parent shall prepare and deliver to Seller Representative a written statement setting forth Buyers’ calculation of the Earnout EBIT for such Earnout Period with reasonable supporting detail and documentation and (ii) no later than thirty (30) calendar days after the completion of the Sales Earnout Period, Buyers and Buyer Parent shall prepare and deliver to Seller Representative a written statement setting forth Buyers’ calculation of the Completed Sales for the Sales Earnout Period with reasonable supporting detail and documentation (each such statement described in the foregoing clauses (i) and (ii), an “Earnout Statement”). Earnout EBIT and any related financial calculations under this Section 1.3.3 shall be made in accordance with the methodologies and principles set forth on Exhibit E and, in the case of both EBIT and Completed Sales, otherwise in accordance with GAAP. Buyers shall (i) provide Seller Representative and his Representatives with reasonable access (during normal business hours upon reasonable advance notice to Buyers, under the supervision of the Companies’ personnel and in such a manner as a shareholder not to unreasonably interfere with the conduct of PubCo the Business) to the books, records, work papers, and other documents pertaining to or used in connection with preparation of the Earnout Statement that are in Buyers’, Buyer Parent’s, or Company’s possession or control (including the possession or control of any Representative of the Company, Buyers, or Buyer Parent) for the purpose of confirming, reviewing, assessing, and, if applicable, objecting to the calculations in the Earnout Statement, and provide Seller Representative with copies thereof reasonably requested by Seller Representative, and (ii) provide Seller Representative and his Representatives with reasonable access to Representatives of Buyers responsible for and knowledgeable about the information used in, and the preparation or calculation of, any Earnout Statement, as reasonably requested by Seller Representative with reasonable advance notice, so that Seller Representative and his Representatives may make reasonable inquiries of Representatives of Buyers. 1.3.4. If Seller Representative, acting in good faith, disagrees with any part of the calculations or determinations of the Earnout EBIT or Completed Sales set forth in an Earnout Statement (the “Earnout Disputed Items”), Seller Representative shall, within thirty (30) calendar days after Seller Representative’s receipt of such Earnout Statement (the “Earnout Objection Date”), provide Buyers with written notice of such disagreement by setting forth in reasonable detail Seller Representative’s Earnout Disputed Items and proposed changes, and, the basis for such disagreement with respect to the Earn-Out Shares during calculations or determinations set forth in such Earnout Statement, together with reasonable additional information and supporting documentation thereof as is reasonably appropriate to support Seller Representative’s calculations and analysis (an “Earnout Objection Notice”). If a proper Earnout Objection Notice is timely delivered to Buyers on or before the Earn-Out Restricted Periodapplicable Earnout Objection Date, including, without limitation, the right then Buyers and Seller Representative shall negotiate in good faith to vote any Earn-Out Shares that are entitled to vote, the right to appoint a proxy resolve their disagreements with respect to any vote Earnout Disputed Items in such Earnout Objection Notice. If Buyers and Seller Representative are unable to resolve all such disagreements within fourteen (14) calendar days after Buyers’ receipt of any Earn-Out Sharesan Earnout Objection Notice, either Buyers or Seller Representative may thereafter submit such remaining Earnout Disputed Items (but no others) to the Accounting Firm. The undisputed portion of such Earnout Statement, if any, will be final and binding on all Parties for all purposes of this Agreement. Any matters set forth in the applicable Earnout Statement that are not included as Earnout Disputed Items in a timely delivered and proper Earnout Objection Notice shall be deemed accepted by Seller Representative and shall be final and binding on all Parties for all purposes of this Agreement, 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 failure by Seller Representative to provide an Unqualified Liquidation Event; Earnout Objection Notice by the applicable Earnout Objection Date or (ii) Transfers required the delivery by LawSeller Representative to Buyers before such Earnout Objection Date of a written notice stating that Seller Representative has elected not to deliver an Earnout Objection Notice, will constitute a full and complete acceptance of such Earnout Statement as determined by Buyers and such Earnout Statement shall be final and binding on all Parties for all purposes of this Agreement. 1.3.5. Buyers and Seller Representative shall use commercially reasonable efforts to cause the Accounting Firm to resolve all remaining Earnout Disputed Items (but no others) with respect to any Earnout Period as soon as practicable, but in any event shall direct the Accounting Firm to render a written determination within forty-five (45) calendar days after its engagement and considering the respective positions as to each remaining Earnout Disputed Item in accordance with the terms of this Section 1.3.5. Each of Seller Representative and Buyers shall have the right to provide the Accounting Firm and the other Party with a statement of its position as to the amount for each Earnout Disputed Item within ten (10) Business Days after the date the remaining Earnout Disputed Items are submitted to the Accounting Firm; provided, that if a Party fails to deliver such statement within such ten (10) Business Day period, such Party shall be deemed to have accepted and taken the other Party’s position as to the amount of each remaining Earnout Disputed Item. The Accounting Firm shall consider only those Earnout Disputed Items and amounts (and any statement and substantiating documentation from Buyers or Seller Representative in connection therewith) that are identified as the items in dispute. For the avoidance of doubt, the Parties shall not disclose, directly or indirectly, any communications among the Parties with respect to the negotiation or settlement of any Earnout Disputed Items to the Accounting Firm. In resolving any Earnout Disputed Item, the Parties will direct the Accounting Firm not to assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Accounting Firm’s determination of any Earnout Disputed Items shall be made based solely on the statements and substantiating documentation submitted by Buyers and Seller Representative (i.e., not on an independent review), the applicable provisions and definitions set forth herein, and an analysis that is consistent with and in accordance with the methodologies and principles contemplated herein. If at any Transfer ▇▇▇▇ ▇▇▇▇▇▇ Representative and Buyers resolve any Earnout Disputed Items, then notwithstanding the preceding provisions of this Section 1.3.5, the Accounting Firm’s involvement promptly shall be discontinued as to such Earnout Disputed Items and the applicable Earnout Statement shall be revised, if necessary, to reflect such resolution and thereupon shall be final and binding for all purposes of this Agreement and such Earnout Period. The Parties shall make readily available to the Accounting Firm all relevant books, records, work papers, and other documents relating to any Earnout Disputed Items and all other items reasonably requested by the Accounting Firm in connection with resolving the disagreement regarding any Earnout Disputed Items. The determination of the Accounting Firm with respect to any Earnout Disputed Items shall be final and binding upon all Parties as an arbitral award, and shall not be subject to appeal or further review absent manifest error. 1.3.6. The costs and expenses of the Accounting Firm incurred in connection with any engagement under this Section 1.3 shall be borne by Buyers, on the one hand, and Seller Representative (on behalf of Sellers), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Seller Representative claims an Earnout Payment is made contrary $1,000 more than the amount determined by Buyers, and Buyers contest only $500 of the amount claimed by Seller Representative, and if the Accounting Firm ultimately resolves the dispute by awarding Seller Representative $300 of the $500 contested, then the costs and expenses of the Accounting Firm attributable to such item will be allocated 60% (i.e., 300 ÷ 500) to Buyers and 40% (i.e., 200 ÷ 500) to Seller Representative (on behalf of Sellers). 1.3.7. When an Earnout Statement becomes final and binding in accordance with Section 1.3.4 and Section 1.3.5, if there is an Earnout Payment owing to Sellers with respect thereto, then, subject to Section 7.8.1, no later than five (5) Business Days of such Earnout Statement becoming final and binding, Buyers shall pay such Earnout Payment by wire transfer of immediately available funds to Sellers addressed to such account or accounts designated by Seller Representative. In addition, if a proper Earnout Objection Notice has been timely delivered pursuant to Section 1.3.4 with respect to any Earnout Period, the portion of the applicable Earnout Payment (if any) set forth in the applicable Earnout Statement that is not in dispute shall be paid within twenty (20) Business Days after the date on which such Earnout Statement is delivered in accordance with Section 1.3.3; provided, however, that Buyers and Buyer Parent shall have no obligation to pay any portion of such Earnout Payment (if any) that is in dispute until five (5) Business Days after the date that such Earnout Statement becomes final and binding in accordance with Section 1.3.5. 1.3.8. Until the end of the Earnout Term (with respect to the E-Set Business) and Sales Earnout Period (with respect to the Dissolvable Plugs Business), Buyers and Buyer Parent agree, except as otherwise provided herein or consented to in writing by Seller Representative, to make all decisions with respect to the operation of the E-Set Business and the Dissolvable Plugs Business, respectively, in good faith, and not to take any actions or omit to take any actions (A) for the primary purpose of, or (B) that would without a good faith business reason unrelated to the results described in the following clauses (i) and (ii) reasonably be expected to result in, in each case (i) thwarting or inhibiting the achievement of an Earnout Payment or (ii) reducing the Earnout EBIT or number of Completed Sales or the amount of an Earnout Payment. Subject to the provisions of this Section 7.2(c)1.3.8 and Section 1.3.9, such purported Transfer Sellers acknowledge and agree that, (a) after the Closing, Buyers and their Affiliates shall have the right to operate the Companies and the Business, including the E-Set Business and the Dissolvable Plugs Business, in any manner they believe to 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, prudent and to note stop transfer restrictions on make any and all decisions with respect to the share register Companies and other records relating tothe Business, such Earnincluding the E-Out Shares for which Sponsor is Set Business and the record holder in each case, solely if Dissolvable Plugs Business (but with regard to the E-Set Business and the Dissolvable Plugs Business only 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 consistent 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 clauses (i) an Earn-Out Vesting Event and (ii) of the preceding sentence and Section 1.3.9), in their sole discretion, (b) Buyers, Buyer Parent and their respective Affiliates are not obligated to operate the Companies or the Business, including the E-Set Business and the Dissolvable Plugs Business, or to take any actions or refrain from taking any actions, in order to achieve payment of any Earnout Payment or to maximize any Earnout Payment (and Buyers and Buyer Parent have not promised nor projected any particular amount or level of any Earnout Payment), (c) subject to Sections 1.3.12 and 1.3.13, Buyers, Buyer Parent or their respective Affiliates are not prohibited from engaging in any business, opportunity, acquisition, entry into a Qualified Liquidation Event.joint venture, investment or otherwise cooperating with other Persons, including Persons that may have interests adverse to or otherwise compete, directly or indirectly, with the Companies or Sellers (d) Buyers, Buyer Parent or their respective Affiliates are not prohibited from discontinuing sales of, or reducing efforts to sell, any product if Buyers determine, in good faith, that after giving effect to all allocable costs and expenses such product line is no longer profitable (but with regard to the E-Set Business and the Dissolvable Plugs Business only to the extent consistent with clauses (i) and (ii) of the preceding sentence and Section 1.3.9), (e) Buyers, Buyer Parent or their respective Affiliates are not prohibited from liquidating, disposing of or otherwise distributing any Company or all or any portion of its products, goods or assets (but with regard to the E-Set Business and the Dissolvable Plugs Business only to the extent consistent with clauses (i) and (ii) of the preceding sentence and Sections 1.3.9, 1.3.12 and 1.3.13) and (f) the Parties intend for the express provisions of this Section 1.3 to govern their relationship with respect to the subject matter of this Section 1.3, which shall be a binding contractual relationship, and no implied or other duty or obligation (including any fiduciary duty or obligation or similar duty or obligation) will apply to such relationship (and all such duties and obligations are hereby expressly disclaimed and which will not give Sel

Earnout. (ai) Sponsor Upon the Closing, 2,000,000 Pubco Class A Stock and 2,000,000 Pubco Class B Stock issued as part of the Additional Merger Consideration pursuant to Section 2.8(c) (the “Seller Earnout Shares”), shall be placed into the Seller Escrow Account (as hereinafter defined). The Seller hereby agrees that, at the Closing, it shall enter into an escrow agreement with Pubco and Continental Stock Transfer and Trust Company (or another escrow agent reasonably acceptable to the Seller and Pubco), as escrow agent (the “Escrow Agent”), in form and substance to be mutually agreed by the parties thereto prior to the Closing (the “Escrow Agreement”), and, upon and subject to the Closing the Seller shall deposit the Seller Earnout Shares into a segregated escrow account (the “Seller Escrow Account”) with the Escrow Agent to be held, along with any equity securities placed in the Seller Escrow Account pursuant to Section 2.8(d)(vii) of this Agreement (the “Seller Escrow Adjustment Shares”), in the Seller Escrow Account and disbursed in accordance with the terms of this Agreement and the Escrow Agreement. (ii) Except as expressly permitted hereunder, the Seller shall not transfer, directly or indirectly, the Seller Earnout Shares and the Seller Escrow Adjustment Shares (if any) during the Earnout Period. Except as otherwise set forth in this Agreement, all of the Seller Earnout Shares and Seller Escrow Adjustment Shares shall be retained in the Seller Escrow Account unless and until their release upon the achievement of a Triggering Event (as defined below) in accordance with Section 2.8(d)(v). (iii) The Seller agrees that ifall of the Seller ▇▇▇▇▇▇▇ Shares, together with any Seller Escrow Adjustment Shares, shall be subject to potential transfer to Pubco for no consideration (the “Seller Transfer”) at the end of the Earnout Period in the event that not all of the Triggering Events are achieved by Pubco pursuant to Section 2.8(d)(v). (iv) If, at the end of the Earn-Out Period no Earn-Out Vesting Earnout Period, less than all of the Seller Earnout Shares have been released to the Seller pursuant to one or more Release Events, Pubco and Seller will as promptly as practicable instruct the Escrow Agent to complete the Seller Transfer of the unreleased Seller Earnout Shares, together with any unreleased Seller Escrow Adjustment Shares, and the Escrow Agent shall deliver such Seller Earnout Shares and Seller Escrow Adjustment Shares to Pubco. Seller and Pubco shall give joint written instructions to the Escrow Agent to release the applicable Seller Earnout Shares, together with any related Seller Escrow Adjustment Shares, to the Seller, promptly after the occurrence of a Release Event or a Change in Control. (v) The Seller Earnout Shares shall have occurred, then Sponsor shallvest, no later than ten longer be subject to the Seller Transfer and be released from the Seller Escrow Account to the Seller, upon the occurrence of the following Triggering Events (each, a “Release Event”): (1) Upon the occurrence of Triggering Event I, 666,667 shares of Pubco Class A Stock and 666,667 shares of Pubco Class B Stock that form part of the Seller Earnout Shares shall no longer be subject to the Seller Transfer and be released from the Seller Escrow Account to the Seller; (2) Upon the occurrence of Triggering Event II, 666,667 shares of Pubco Class A Stock and 666,667 shares of Pubco Class B Stock that form part of the Seller Earnout Shares shall no longer be subject to the Seller Transfer and be released from the Seller Escrow Account to the Seller; and (3) Upon the occurrence of Triggering Event III, 666,666 shares of Pubco Class A Stock and 666,666 shares of Pubco Class B Stock that form part of the Seller Earnout Shares shall no longer be subject to the Seller Transfer and be released from the Seller Escrow Account to the Seller, in each case, within then (10) 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 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”)relevant Release Event. (bvi) 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 each of its rights as a shareholder of PubCo with respect to the Earn-Out Shares during the Earn-Out Restricted PeriodTriggering Event I, 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, Triggering Event II 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 Triggering Event III shall be null and void ab initiocapable of occurring only once, if at all; provided, further, that all Triggering Events may be achieved at the same time or on overlapping days. (dvii) Sponsor hereby authorizes PubCo during The (1) Pubco Class A Stock price targets set forth in the Earn-Out Period definitions of Triggering Event I, Triggering Event II and Triggering Event III and this Section 2.7(d) and (2) number of Seller Earnout Shares (including both Pubco Class A Stock and Pubco Class B Stock) to cause its transfer agent for be placed in the Earn-Out Shares Seller Escrow Account pursuant to decline to transferthis Section 2.7(d)(i) shall, 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 be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Pubco Class A Stock occurring on or after 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 SponsorClosing. (eviii) During Notwithstanding the Earn-Out foregoing, in the event that during the Earnout Period, or if earlierPubco is subject to a Change in Control, until then all of the occurrence of an Earn-Out Vesting EventSeller Earnout Shares, each certificate evidencing together with any Earn-Out Shares related Seller Escrow Adjustment Shares, then remaining in the Seller Escrow Account shall no longer be subject to the Seller Transfer and shall be stamped or otherwise imprinted with a legend in substantially released to Seller from 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 REQUESTSeller Escrow Account.” (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. The parties acknowledge that the Purchase Price, as same may be modified by Section 3 herein, has been calculated generally by dividing the expected annual base rent from the Property (ai.e. $3,426,567) Sponsor hereby agrees that if, at by .082369 (the end “Base Rent Divider”). In the event the Property is less than one hundred percent (100%) leased to tenants satisfying the Occupancy Conditions described upon Exhibit L attached hereto and made a part hereof as of the Earn-Out Period no Earn-Out Vesting Event shall have occurredClosing Date, then Sponsor shall, no later than ten (10) Business Days following the end only a portion of the Earn-Out Periodfull Purchase Price shall be funded at Closing and the balance of the Purchase Price (the “Unfunded Purchase Price”) shall be held by Purchaser pursuant to the terms of this Section 20. The Unfunded Purchase Price shall be calculated by dividing the aggregate pro forma annual base rent (per the attached Exhibit B) for the space within the Property for those tenants that do not then satisfy the Occupancy Conditions (the “Vacant Space”), contribute, transfer, assign, convey and deliver by the Base Rent Divider. The balance of the Purchase Price shall be paid to PubCo, and PubCo shall acquire and accept from Sponsor all Seller per the terms of Sponsorthis Agreement on the Closing Date (subject to Seller’s right, title, and interest in, to and underfunding of the deposits described below). As of the date hereof, the Earn-Out SharesVacant Space totals 8,400 square feet. The parties agree to enter into a mutually agreeable “Earnout Agreement” (attached as Exhibit K) at Closing which sets forth the terms and conditions for the Earnout, 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 some of which are not Earn-Out Forfeiture Shares as follows: The term of the earnout period shall commence on the Closing Date and shall continue to be issued and outstanding and owned by Sponsor for its own account. (c) In addition to and not in place of until 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 first to occur of (i) an Earn-Out Vesting Event a period of 36 months from the Closing Date, or (ii) the last day date the Vacant Space has been fully leased and is occupied by tenants then satisfying the Occupancy Conditions (the “Earnout Period”). During the term of the Earn-Out Earnout Period (and prior to the satisfaction of the Occupancy Conditions of any portion of the Vacant Space by a new tenant), Seller shall be responsible for the monthly pro rata share of taxes, insurance and common area expenses (collectively, the “Operating Expenses”) allocable to the Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to the estimated aggregate Operating Expenses for the Vacant Space payable during the Earnout Period (the “Earn-Out Restricted PeriodOperating Expense Escrow”), effect, undertake, enter into or publicly announce . Purchaser shall draw down on the Operating Expense Escrow during the Earnout Period to pay 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 Operating Expenses allocable to the Earn-Out Shares Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and occupied by, a tenant then satisfying the Occupancy Conditions, Seller’s obligation to pay Purchaser the Operating Expenses allocable to that portion of the Vacant Space shall terminate and the balance of the Operating Expense Escrow allocable to said space shall be promptly paid to Seller. Upon the expiration of the Earnout Period, the balance of the Operating Expense Escrow, if any, shall be paid to Seller. Seller shall continue to serve as the exclusive leasing agent for the Vacant Space during the Earn-Out Restricted PeriodEarnout Period and shall be responsible for all costs and expenses associated with leasing the Vacant Space, including, including without limitation, the right any brokerage commissions and tenant improvement allowances associated therewith. To that end, Seller agrees to vote any Earn-Out Shares that are entitled to voteescrow with Escrow Agent at Closing, 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 an amount equal to (i) Transfers $15.00 per square foot of Earn-Out Shares the Vacant Space for anticipated tenant improvement allowances applicable to the Vacant Space, plus (ii) $3.00 per square foot of the Vacant Space for anticipated leasing commissions applicable to the Vacant Space (collectively, the “Leasing Escrow”). As any portion of the Vacant Space is leased to tenants during the Earnout Period, Seller may draw down on the Leasing Escrow to pay any tenant improvement allowance and/or leasing commissions applicable to said lease, provided in no event shall the aggregate amount funded out of the Leasing Escrow for tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased, nor shall the aggregate amount funded from the Leasing Escrow for leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased. Upon the expiration of the Earnout Period, a portion of the Leasing Escrow in an amount equal to the collective sum of the improvement allowances for the then Vacant Space and the leasing commissions applicable to the then Vacant Space shall be either: (y) paid to Purchaser if the Vacant Space is not fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period; or (z) paid to Seller if the Vacant Space is fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period. Any amounts remaining in the Leasing Escrow after payment to Purchaser and/or Seller (as applicable), as provided immediately above shall be paid to Seller at the expiration of the Earnout Period. Additionally, if tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased or leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased (including for space which is being reconfigured for future leasing to a tenant) (e.g., relocation of walls and doorways), Seller shall be responsible for payment of such shortfall from Seller’s funds without contribution therefor from Purchaser. All leases for the Vacant Space shall comply with the Leasing Parameters attached hereto as Exhibit F or shall otherwise be approved in writing by Purchaser. At such time as Seller provides Purchaser with a new lease for any portion of the Vacant Space (and such new occupant has satisfied the Occupancy Conditions), Purchaser shall, upon ten (10) days advance written notice from Seller, pay to Seller a portion of the Unfunded Purchase Price in an amount equal to the annual base rent payable under said new lease (such base rent in no event to exceed 110% of the pro forma annual base rent for such space per the attached Exhibit B) divided by the Base Rent Divider. Any portion of the Unfunded Purchase Price which remains unfunded as of the expiration of the Earnout Period shall then be deemed to be forfeited by Seller without any further act by Purchaser and shall be forever released from all obligations to fund any portion of the Unfunded Purchase Price thereafter. Purchaser shall act in a commercially reasonable manner and in good faith during its review and approval of any proposed new tenant and/or lease of the Vacant Space. Purchaser agrees to respond to Seller deliveries of tenant information and/or leases within five (5) business days after its receipt thereof by Purchaser, and in the event of completion of Purchaser fails to respond within an Unqualified Liquidation Event; or additional two (ii2) Transfers required by Law. If any Transfer is made contrary to the provisions of this Section 7.2(c)business days after a second notice, such purported Transfer said proposed tenant and/or lease shall be null deemed approved by Purchaser. In the event that any tenant and void ab initio. its new lease is approved (dor deemed approved) Sponsor hereby authorizes PubCo during and such lease is signed by the Earn-Out Period tenant and delivered to cause its transfer agent for Purchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of the Earn-Out Shares to decline to transfersecond notice described above, and to note stop transfer restrictions on then 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 lease shall be stamped or otherwise imprinted with a legend in substantially deemed to have been executed by Purchaser as of the sixth (6th) business day 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 REQUESTPurchaser’s receipt of same.” (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. (ai) Sponsor hereby agrees that ifThe "EARNOUT AMOUNTS" shall mean, at respectively, the end amounts set forth in ARTICLE IX with respect to any particular measurement period. The Earnout Amounts will not be paid initially, but instead will be earned pursuant to ARTICLE IX herein. Upon such time as any portion of the Earn-Out Period no Earn-Out Vesting Event shall have occurredEarnout Amount is earned in accordance with ARTICLE IX, then Sponsor Parent shall, no later than ten within five (105) Business Days following days, deposit such amount with the end Exchange Agent, and such earned amount shall thereafter be paid to shareholders 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”Company in accordance with SECTIONS 1.6(b)(ii)(1)-(4). (bii) PubCo On the date hereof, Parent shall issue the Earnout Warrants to the Shareholder Representative, on behalf of and Sponsor acknowledge as nominee for, the shareholders of the Company. Upon issuance, the Earnout Warrants shall be deposited into escrow with Wilson Sonsini Goodrich & Rosati, Professional Corporation ("WSGR"), ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ SE▇▇▇▇▇ 6.16 and agree the Closing have occurred. At such time, WSGR shall release the Earnout Warrants to the Shareholder Representative to hold, and to distribute to the shareholders of the Company upon the achievement of the specified milestones set forth therein. The Shareholder Representative shall not transfer, distribute or exercise the Earnout Warrants except as provided therein. Notwithstanding anything to the contrary herein, in the event that (ithe portion of the Israeli Income Tax Ruling set forth in SECTION 6.4(b)(i)(b) is not obtained prior to the Closing, the Earnout Warrants shall terminate as of the Closing and be of no further force and effect. In accordance with the terms of the Earnout Warrants, in the event delivery of the Earnout Warrants would require the publishing of a prospectus pursuant to Israeli securities laws, all persons who are not Exempt Persons shall, in lieu of receiving its allotted distribution of Earnout Warrants, be entitled to receive cash in the amount of $1.33 for each Earn-Out Forfeiture Shareshare of Parent Common Stock subject to Earnout Warrants that would have otherwise been distributed to such person. Parent shall deposit the aggregate amount of such cash with the Exchange Agent at the time the distribution of Earnout Warrants to such persons would have occurred, when so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsor the Exchange Agent shall distribute such cash 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 accountSECTION 1.8. (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.