REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 20th, 2020 • Bridgetown Holdings LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 15, 2020, is made and entered into by and among Bridgetown Holdings Limited, a Cayman Islands exempted company (the “Company”), Bridgetown LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Bridgetown Holdings Limited 38/F Champion TowerBridgetown Holdings LTD • July 24th, 2020 • Blank checks • New York
Bridgetown Holdings Limited, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Bridgetown LLC, a Cayman Islands limited liability company, (the “Subscriber” or “you”) has made to subscribe for 2,875,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), unless otherwise provided in the definitive agreement for the Company’s initial business combin
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 20th, 2020 • Bridgetown Holdings LTD • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 15, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Bridgetown Holdings Limited, a Cayman Islands exempted company (the “Company”), and Bridgetown LLC, a Cayman Islands limited liability company (the “Purchaser”).
Bridgetown Holdings Limited c/o 38/F Champion Tower Hong Kong Re: Initial Public Offering Gentlemen:Letter Agreement • October 20th, 2020 • Bridgetown Holdings LTD • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Bridgetown Holdings Limited, a Cayman Islands exempted company (the “Company”), and UBS Securities LLC and BTIG, LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 63,250,000 of the Company’s units (including up to 8,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, of $0.0001 par value per share (the “Ordinary Shares”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering p
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 14th, 2020 • Bridgetown Holdings LTD • Blank checks • New York
Underwriting AGREEMENTUnderwriting Agreement • October 20th, 2020 • Bridgetown Holdings LTD • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • September 30th, 2020 • Bridgetown Holdings LTD • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of _______, 2020 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 20th, 2020 • Bridgetown Holdings LTD • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • October 20th, 2020 • Bridgetown Holdings LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 15, 2020, is by and between Bridgetown Holdings Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2023 • Bridgetown Holdings LTD • Blank checks • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 25, 2023, is made and entered into by and among MoneyHero Limited (formerly known as Hyphen Group Limited), a Cayman Islands exempted company limited by shares (“PubCo”), Bridgetown LLC, a Cayman Islands limited liability company (the “Sponsor”), the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”), solely for the purposes of Section 5.10, Bridgetown Holdings Limited, a Cayman Islands exempted company limited by shares (the “Acquiror”), and solely for the purposes of Section 5.10, CompareAsia Group Capital Limited, a Cayman Islands exempted company limited by shares (the “Company”).
CALL OPTION AGREEMENTCall Option Agreement • May 25th, 2023 • Bridgetown Holdings LTD • Blank checks • Hong Kong
COMPANY HOLDERS SUPPORT AGREEMENT AND DEEDCompany Holders Support Agreement and Deed • May 25th, 2023 • Bridgetown Holdings LTD • Blank checks
This COMPANY HOLDERS SUPPORT AGREEMENT AND DEED (this “Agreement”) is made and entered into as of May 25, 2023, by and among MoneyHero Limited (formerly known as Hyphen Group Limited), a Cayman Islands exempted company (“PubCo”), CompareAsia Group Capital Limited, a Cayman Islands exempted company (the “Company”), Bridgetown Holdings Limited, a Cayman Islands exempted company (“Acquiror”), and each of the Persons listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.
SPONSOR SUPPORT AGREEMENT AND DEEDSponsor Support Agreement and Deed • May 25th, 2023 • Bridgetown Holdings LTD • Blank checks
This SPONSOR SUPPORT AGREEMENT AND DEED (this “Agreement”) is made and entered into as of May 25, 2023, by and among MoneyHero Limited (formerly known as Hyphen Group Limited), a Cayman Islands exempted company (“PubCo”), CompareAsia Group Capital Limited, a Cayman Islands exempted company (the “Company”), Bridgetown Holdings Limited, a Cayman Islands exempted company (“Acquiror”), and Bridgetown LLC, a limited liability company incorporated under the laws of the Cayman Islands (“Sponsor”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT between BRIDGETOWN HOLDINGS LIMITED MONEYHERO LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated May 25, 2023Assignment, Assumption and Amendment Agreement • May 25th, 2023 • Bridgetown Holdings LTD • Blank checks • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated May 25, 2023, is made by and among Bridgetown Holdings Limited, a Cayman Islands exempted company (the “Company”), MoneyHero Limited (formerly known as Hyphen Group Limited), a Cayman Islands exempted company (“PubCo”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated October 15, 2020, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
WORKING CAPITAL LOAN CAPITALIZATION AGREEMENT by and among BRIDGETOWN HOLDINGS LIMITED, MONEYHERO LIMITED, BRIDGETOWN LLC and COMPAREASIA GROUP CAPITAL LIMITED dated May 25, 2023Capitalization Agreement • May 25th, 2023 • Bridgetown Holdings LTD • Blank checks • Delaware
This Working Capital Loan Capitalization Agreement, dated May 25, 2023 (this “Agreement”) is made and entered into by and among Bridgetown Holdings Limited, a Cayman Islands exempted company limited by shares (“Borrower”), MoneyHero Limited (formerly known as Hyphen Group Limited), a Cayman Islands exempted company limited by shares (“PubCo”), Bridgetown LLC, a Cayman Islands limited liability company (“Sponsor”) and CompareAsia Group Capital Limited, a Cayman Islands exempted company limited by shares (“CompareAsia”). Borrower, PubCo, Sponsor and CompareAsia are each referred to herein as a “Party”, and collectively as the “Parties”.
BUSINESS COMBINATION AGREEMENT by and among BRIDGETOWN HOLDINGS LIMITED, MONEYHERO LIMITED, GEMINI MERGER SUB 1 LIMITED, GEMINI MERGER SUB 2 LIMITED, and COMPAREASIA GROUP CAPITAL LIMITED dated May 25, 2023Business Combination Agreement • May 25th, 2023 • Bridgetown Holdings LTD • Blank checks • Delaware
This Business Combination Agreement, dated May 25, 2023 (this “Agreement”), is made and entered into by and among Bridgetown Holdings Limited, a Cayman Islands exempted company limited by shares (“Acquiror”), MoneyHero Limited (formerly known as Hyphen Group Limited), a Cayman Islands exempted company limited by shares (“PubCo”), Gemini Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares and a direct wholly-owned Subsidiary of PubCo (“Merger Sub 1”), Gemini Merger Sub 2 Limited, a Cayman Islands exempted company limited by shares and a direct wholly-owned Subsidiary of PubCo (“Merger Sub 2”) and CompareAsia Group Capital Limited, a Cayman Islands exempted company limited by shares (the “Company”).
Letter AgreementLetter Agreement • May 25th, 2023 • Bridgetown Holdings LTD • Blank checks
Reference is made to the business combination agreement of even date herewith by and among MoneyHero Limited (formerly known as Hyphen Group Limited), a Cayman Islands exempted company limited by shares (“PubCo”), CompareAsia Group Capital Limited, a Cayman Islands exempted company limited by shares (the “Company”), Bridgetown Holdings Limited, a Cayman Islands exempted company limited by shares (“Acquiror”), Gemini Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares and a direct wholly-owned subsidiary of PubCo (“Merger Sub 1”), and Gemini Merger Sub 2 Limited, a Cayman Islands exempted company limited by shares and a direct wholly-owned subsidiary of PubCo (“Merger Sub 2”) (as the same may be amended, restated or supplemented from time to time, the “Business Combination Agreement”) providing for (a) the merger of Acquiror with and into Merger Sub 1, with Merger Sub 1 being the surviving entity and remaining a wholly-owned subsidiary of PubCo (the “Initial Merger
