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. The Earnout Amount shall be calculated, determined and paid in the following manner: (a) Sponsor hereby agrees that if, at Within 60 days after 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 Earnout Period, contribute, transfer, assign, convey Purchaser shall prepare in good faith and deliver to PubCoSellers’ Representative a written statement showing in reasonable detail the calculation of Net Sales for the Earnout Period and the Earnout Amount payable, 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 if any (such Earn-Out Shares so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsor, the “Earn-Out Forfeiture SharesEarnout Statement”). (b) PubCo In the event of any objection by Sellers’ Representative with respect to the determination of the Net Sales or the Earnout Amount payable, Sellers’ Representative shall, within 60 days after its receipt of the Earnout Statement, give written notice to Purchaser of such objection showing in reasonable detail the calculation thereof (an “Earnout Dispute Notice”). Purchaser and Sponsor acknowledge Sellers’ Representative shall thereafter attempt to amicably resolve any disputed items set forth in such Earnout Dispute Notice. If Sellers’ Representative does not timely deliver an Earnout Dispute Notice, then the calculation of the Net Sales and agree that (i) each Earn-Out Forfeiture Share, when so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsor the Earnout Amount as set forth in accordance with Section 7.2(a), the Earnout Statement shall be and be deemed to have been (x) surrendered accepted and forfeited to PubCo by Sponsor for nil consideration shall be final 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 accountbinding on all parties hereto. (c) In addition to If, for any reason, Purchaser and Sellers’ Representative cannot resolve any disputed items indicated in place an Earnout Dispute Notice within 30 days of the transfer restrictions date of delivery of the Earnout Dispute Notice, then such unresolved items shall be resolved by the Referee in the manner provided in Section 2.03(c) above, mutatis mutandis, except as modified herein. The Referee shall issue a written report which shall include a revised Earnout Statement as adjusted (i) pursuant to any resolutions to objections agreed upon by Purchaser and Sellers’ Representative and (ii) pursuant to the Referee’s resolution of the unresolved objections. The Referee shall review only those matters specified in the unresolved objections and shall make no changes to the Earnout Statement, except as are required to resolve the unresolved objections. The award of the Referee shall set out the final Earnout Statement, shall be final and binding on all parties hereto, and may be enforced in any court of competent jurisdiction. The parties agree that the procedure set forth in Article V (and, this Section 2.06 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 resolving disputes 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 Earnout Statement shall be null the sole and void ab initioexclusive method for resolving any such disputes. (d) Sponsor hereby authorizes PubCo In connection with the preparation of the Earnout Statement, and until the final resolution of the Earnout Statement, Purchaser shall, and shall cause the Companies and their Subsidiaries to, (A) provide Sellers’ Representative and its authorized Representatives with reasonable access, during normal business hours upon reasonable advance notice, to the Earn-Out Period to cause its transfer agent relevant books and records, including the Transferred Books and Records, for the Earn-Out Shares to decline to transferpurposes of the review and objection right contemplated herein, Purchaser’s and to note stop transfer restrictions on the share register its accountants’ work papers, schedules and other records relating tosupporting data, such Earn-Out Shares facilities and employees responsible for which Sponsor is the record holder preparation of the Earnout Statement as may reasonably be requested by Sellers’ Representative; and (B) otherwise reasonably cooperate with Sellers’ Representative and its authorized Representatives, including by providing on a timely basis information reasonably necessary or useful in each case, solely if the determination of the calculations 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 amounts 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 Statement. (e) During On the Earn-Out Periodfifth Business Day after Purchaser and Sellers’ Representative agree to the Earnout Statement or Purchaser and Sellers’ Representative receive from the Referee its written report pursuant to Section 2.06(c), or if earlieras applicable (such date, 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 (“COMPANYEarnout Payment Deadline”), THE HOLDER NAMED THEREIN AND THE OTHER PARTIES THERETOPurchaser shall pay to Sellers’ Representative an amount in cash equal to the Earnout Amount; provided, that, without limiting any other remedies available hereunder to the Sellers to compel payment of the Earnout Amount, if the Earnout Amount or any portion thereof is not received by Sellers on or prior to the Earnout Payment Deadline, Purchaser shall pay to the Sellers any unpaid portion of the Earnout Amount plus interest on such unpaid portion (the “Earnout Interest”) at a rate equal to 10% per annum (or such lesser rate as shall be the maximum rate allowable under applicable Law), for the period beginning on the Earnout Payment Deadline and ending on the date the remaining portion of the Earnout Amount and the Earnout Interest are received by the Sellers. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUESTSuch cash payment shall be made by wire transfer of immediately available funds to an account or accounts specified in accordance with written instructions provided by the Sellers’ Representative to Purchaser at least two Business Days prior to the date such payment is due or on such other date as Purchaser and Sellers’ Representative shall agree.” (f) The obligations Parties acknowledge and agree that, for Tax purposes, the payment of Sponsor the Earnout Amount (if any) will be treated as an adjustment to the Final Purchase Price subject to any portion of such amount being treated as interest under Section 483 of the Code. (g) After the Closing, and during the Earnout Period, Purchaser shall not, and shall cause its Affiliates not to, take any action, nor fail to take an action, with the purpose or intention of impeding the achievement of the Net Sales during the Earnout Period required for the Sellers to receive the Earnout Amount or otherwise fail to act in good faith in respect thereto. Subject to the foregoing, Purchaser or one or more of its Affiliates will operate the Business in their sole discretion and nothing in this Article VII shall cease upon Section 2.06 requires Purchaser or any of its Affiliates to take any actions or refrain from taking any actions or expend any efforts to achieve the earlier Net Sales required for the Sellers to occur of (i) an Earn-Out Vesting Event and (ii) a Qualified Liquidation Eventreceive the Earnout Amount.

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

Earnout. (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 the Earn-Out Period no Earn-Out Vesting Event shall have occurredTransactions, then Sponsor shall, no later than ten within five (105) Business Days following after the end occurrence of a Triggering Event (or, in the event of a Change in Control that constitutes a Triggering Event, immediately prior to the closing of such Change in Control), SPAC shall issue or cause to be issued to each Eligible Holder (in accordance with his, her or its respective Pro Rata Share), each such Eligible Holder’s Pro Rata Share of the Earn-Out Periodfollowing shares of SPAC Common Stock (which shall be equitably adjusted for stock splits, contributereverse stock splits, transferstock dividends, assignreorganizations, convey and deliver recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to PubCo, and PubCo shall acquire and accept from SPAC Common Stock occurring on or after the Closing (other than the conversion of SPAC Class B Ordinary Shares held by Sponsor all of Sponsor’s right, title, and interest in, to and under, into SPAC Class A Ordinary Shares in connection with the Earn-Out Shares, for nil consideration (such Earn-Out Shares so contributed, transferred assigned, conveyed and delivered to PubCo by SponsorDomestication), the “Earn-Out Forfeiture Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement and the Transaction Agreements: (i) upon the occurrence of Triggering Event I, a one-time issuance of 5,000,000 Earnout Shares; (ii) upon the occurrence of Triggering Event II, a one-time issuance of 5,000,000 Earnout Shares; and (iii) upon the occurrence of Triggering Event III, a one-time issuance of 5,000,000 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 each Eligible Holder 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 be entitled to votereceive his, her or its Pro Rata Share of the right to appoint a proxy with respect to any vote Earnout Shares upon the occurrence of any Earn-Out Shareseach Triggering Event (or, 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 a Change in Control that constitutes a Triggering Event; or (ii) Transfers required by Law. If any Transfer is made contrary , immediately prior to the provisions closing of this Section 7.2(csuch Change in Control), in the same form as the shares of SPAC Common Stock that are issuable to such purported Transfer Eligible Holder pursuant to Section 3.02(a); provided, however, that each Triggering Event shall only occur once, if at all, and in no event shall the Earnout Shares, together with any shares of SPAC Common Stock that may be issued in respect of any of the Company RSUs granted pursuant to Section 9.08 that become vested in accordance with their terms, exceed, in the aggregate, 15,000,000 shares of SPAC Common Stock. (c) The SPAC Common Stock price targets set forth in the definitions of Triggering Event I, Triggering Event II and Triggering Event III shall be null and void ab initioequitably 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 SPAC Common Stock occurring on or after the Closing (other than the conversion of SPAC Class B Ordinary Shares held by Sponsor into SPAC Class A Ordinary Shares in connection with the Domestication). (d) Sponsor hereby authorizes PubCo during For purposes of determining whether a Change in Control constitutes a Triggering Event, the Earn-Out Period to cause its transfer agent for per share price received by the Earn-Out Shares to decline to transfer, and to note stop transfer restrictions holders of SPAC Common Stock in such Change in Control shall be based on the share register and other records relating tovalue of the cash, such Earnsecurities or in-Out Shares for which Sponsor is kind consideration being delivered in respect of SPAC Common Stock, as determined in good faith by the record holder in each case, solely if and to the extent such transfer would constitute a Transfer in breach board 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 directors of an Earn-Out Vesting Event within one (1) Business Day of a request by SponsorSPAC. (e) During Unless required by a determination within the Earn-Out Periodmeaning of Section 1313(a) of the Code, or if earlier, until the occurrence of an Earn-Out Vesting Event, each certificate evidencing Parties acknowledge and agree (i) that any Earn-Out Earnout Shares paid to the Eligible Holders shall be stamped treated as additional consideration for the Company Stock for all income Tax purposes (other than to the extent treated as interest under Section 483 of the Code or otherwise imprinted with a legend in substantially any similar provision of 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”Code), 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 REQUESTand (ii) to prepare and file all Tax Returns consistent with such Tax treatment.” (f) The obligations of Sponsor under this Article VII At all times during the Earnout Period, SPAC shall cease upon the earlier to occur of (i) an Earn-Out Vesting Event and keep available for issuance a sufficient number of unissued shares of SPAC Common Stock to permit SPAC to satisfy its obligations set forth in this Section 3.06; (ii) take all actions required to increase the authorized number of shares of SPAC Common Stock if at any time there are insufficient authorized but unissued shares of SPAC Common Stock to permit it to satisfy its obligations set forth in this Section 3.06; and (iii) if, at the time the Earnout Shares are issued, SPAC is listed as a Qualified Liquidation Eventpublic company on, and the SPAC Common Stock is tradeable over, the Stock Exchange, SPAC shall use commercially reasonable efforts to cause Earnout Shares, when issued, to be approved for listing on the Stock Exchange or such other securities exchange on which the shares of SPAC Common Stock are then listed, as applicable.

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

Earnout. (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.

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

Earnout. (ai) Sponsor Upon the Closing, 2,000,000 shares of Pubco Class A Stock, issued as part of the Additional Merger Consideration Shares pursuant to Section 2.8(c) of this Agreement (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.