Exhibit 4.12 EXECUTION VERSION DATED
OCTOBER 12, 2023  MONEYHERO LIMITED DEED
POLL CONSTITUTING UP TO US$5,000,000 OF FIXED RATE UNSECURED LOAN NOTES 2027 AND PIK NOTES    1




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CONTENTS  CLAUSE  1.

Interpretation


12.

Amount and Description of Notes


93.

Status of Notes


94.

Use of Proceeds


95.

Repayment of Notes


96.

Prepayment of Notes


97.

Interest


108.

Certificates


109.

The Register


1010.

Notes Not to Be Quoted


1111.

No Withholding or Set-off


1112.

Meetings of Noteholders


1113.

Variation


1114.

Enforcement and Third Party Rights


1215.

Notices


1216.

Governing Law and Jurisdiction


1217.

Most Favoured Nation


12SCHEDULE 1  FORM OF CERTIFICATE


13SCHEDULE 2  THE CONDITIONS


15Part 1. Interest, repayment and redemption


151.

Interest


152.

Repayment of Principal and Unpaid Interest


153.

Time of Payment


154.

Event of Default


165.

Action on Redemption


166.

Tax Gross-Up


17Part 2. Transfer provisions and other matters


19SCHEDULE 3  MEETINGS OF THE NOTEHOLDERS


22  2




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THIS DEED is dated October 12, 2023 PARTY MONEYHERO LIMITED, an
exempted company duly incorporated under the laws of Cayman Islands with registration number 398798 and having its registered office at Walkers Corporate Limited, 190 Elgin Avenue, George Town, grand Cayman
KY1-9008, Cayman Islands (the Company). BACKGROUND By exercising of the powers conferred on them by the Articles, the Directors of the Company have, by a resolution passed on October 12, 2023, authorised
the issuance of up to US$5,000,000 of fixed rate unsecured loan notes and have agreed to constitute them in the following manner. AGREED TERMS  1.
INTERPRETATION  1.1
The definitions and rules of interpretation in this clause apply in this Deed. Accounting Principles:means:  (a)
in respect of a Group Company incorporated in a jurisdiction which has generally accepted accounting
principles, standards and practices, the generally accepted accounting principles, standards and practices in that jurisdiction, including (where applicable) IFRS; or  (b)
in respect of the consolidated Group or a Group Company incorporated in a jurisdiction which does not have
generally accepted accounting principles, standards and practices, IFRS. Affiliate:means (i) with respect
to a Person other than a natural person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such Person and (ii) in the case of a Person that is a natural person, any other Person that is
directly or indirectly Controlled by such Person or is a Relative of such Person or any Person that is directly or indirectly Controlled by such Relative. Articles:means the articles of association of the Company, as amended or supplemented. Business: Company and its Subsidiaries business of operating a web or application-based marketplace, community, brokerage or
aggregator service specialized in fintech and financial services and comparing banking, insurance, telecommunication, utility or other personal finance products and/or providing platform- or software-as-a-service solutions. Business Day:means a day (other than a Saturday or Sunday) on which banks are open for general business in Hong Kong, Singapore and the Cayman Islands and (in relation to any date for payment of principal or interest on the Notes) New York City. Certificate:means a certificate for Notes in the form (or substantially in the form) set out in Schedule 1.  1




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Company Competitor:means any marketplace, brokerage or aggregator for financial
services, including banking, brokerage and insurance companies, telecommunication companies, utility providers as well as companies that compare banking, brokerage, insurance, telecommunication or utility products, or compare any other products that
Company or its Subsidiaries are comparing from time to time, unless the Directors otherwise determine. Conditions:means the
conditions attaching to the Notes, as set out in Schedule 2 (as amended from time to time in accordance with this Deed). Control:with respect to a Person, (a) direct or indirect ownership or control of more than 50% of the outstanding voting securities of such Person; (b) the ability to appoint or remove a majority of the directors of the board (or equivalent
governing body) of such Person; (c) the right to control the votes at a meeting of the board of directors (or equivalent governing body) of such Person; or (d) the ability to direct or cause the direction of the management and policies of
such Person (whether by contract or howsoever arising); and the terms Controls, Controlling; and Controlled shall be construed accordingly. Cross Default Event:means each of the following events or circumstances:  (a)
any Financial Indebtedness of any Group Company is not paid when due nor within any originally applicable grace
period;  (b)
any creditor of any Group Company becomes entitled to declare any Financial Indebtedness of such Group Company
due and payable prior to its specified maturity as a result of an event of default (however described), or any Financial Indebtedness of any Group Company is declared to be or otherwise becomes due and payable prior to its specified maturity as a
result of an event of default (however described); and  (c)
any commitment for any Financial Indebtedness of any Group Company is cancelled or suspended by a creditor of
any Group Company as a result of an event of default (however described), provided that, in each case, no Financial
Indebtedness (i) owed by one Group Company to another Group Company; (ii) covered (or to the extent supported) by a bank guarantee, letter of credit or other similar instrument (but only so long as the entity providing the
counter-indemnity under such instrument is not in default under the provisions of such bank guarantee, letter of credit or other similar instruments); or (iii) which has ceased to be due and payable or on demand or in respect of which the
relevant creditor is no longer entitled to declare it due and payable, will be taken into account when calculating whether a Cross Default Event has occurred. Directors:means the board of directors of the Company, or, subject to the Articles, a duly authorised committee of that board, for the
time being. Event of Default:means the occurrence of any of the following events or circumstances:  (a)
an Insolvency Event;  (b)
the Company materially breaches any provision of this Deed (other than those referred to in paragraph
(e) below), provided that no Event of Default will occur under this sub- paragraph (b) if the material breach is capable of remedy and it is remedied within 20 Business Days of a Noteholder giving
notice to the Company to remedy such material breach or the Company becoming aware of such material breach, whichever is the earlier. For the purposes of this paragraph (b), the Company shall not be regarded as becoming aware of the occurrence of a
material breach of any provision of this Deed unless and until it is within the actual knowledge of an executive director, chief executive officer (or equivalent), the chief financial officer, or any other member of the management team of the
Company who is actually aware of such provisions of this Deed;  2




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(c)
a Cross Default Event, provided that no Event of Default will occur under this paragraph (c) if (i) the
amount of Financial Indebtedness or (ii) the commitment for Financial Indebtedness falling within paragraphs (a) to (c) (inclusive) of the definition of Cross Default Event above is, in each case, less than the Threshold Amount
in aggregate;  (d)
the Group (taken as a whole) ceases to carry on all, or substantially all, of its business;  (e)
the Company does not pay on the due date any amount payable pursuant to this Deed in the manner and at the
place and in the currency in which it is expressed to be payable; or  (f)
an event or circumstance occurs which has a Material Adverse Effect. Excluded Finance Lease: means any lease or hire purchase contract which would, in accordance with the Accounting Principles in force
prior to 1 January 2019, have been treated as operating lease. Financial Indebtedness:means any indebtedness for or in
respect of (without double counting):  (a)
moneys borrowed;  (b)
any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;  (c)
any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock
or any similar instrument (but, in each case, excluding any Trade Instruments);  (d)
the amount of any liability in respect of any Finance Lease;  (e)
receivables sold or discounted (other than any receivables to the extent they are sold or discounted on a non-recourse basis or, if sold on a limited recourse basis, to the extent of such recourse only);  (f)
any amount raised under any other transaction (including any forward sale or purchase agreement) required to be
accounted for as a borrowing in accordance with Accounting Principles;  (g)
any Treasury Transaction (and, when calculating the value of any Treasury Transaction, only the marked to
market value shall be taken into account, provided that if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, only that actual due amount shall be taken into
account);  (h)
shares which are expressed to be redeemable on or prior to the date falling six months after the Redemption
Date (provided that shares redeemable only at the option of the issuer will be treated as indebtedness only if not treated as equity by Accounting Principles);  3




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(i)
any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of
credit or any other instrument issued by a bank or financial institution (excluding any Trade Instruments) in respect of an underlying liability of an entity which liability would fall within one of the other
sub-paragraphs of this definition;  (j)
the amount of any liability in respect of any credit for goods and services raised in the ordinary course of day-to-day trading outstanding for more than 120 days after its customary date of payment (unless being contested in good faith and in accordance with the relevant
procedures); or  (k)
the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in
paragraphs (a) to (j) of this definition. Finance Lease:means any lease or hire purchase contract which
would, in accordance with the Accounting Principles, be treated as a finance or capital lease (other than an Excluded Finance Lease). Group:means collectively, the Company and each of the Subsidiaries. Group Company:means each of the Company and the Subsidiaries. IFRS:means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant
Group Companys financial statements. Insolvency Event:means each of the following events or circumstances:  (a)
any Group Company:  (i)
is, or is presumed, deemed or is declared for the purposes of any applicable law to be, unable or admits
inability to pay its debts as they fall due (in each case other than solely as a result of its balance sheet liabilities exceeding its balance sheet assets);  (ii)
suspends or threatens to suspend making payments on any of its debts; or  (iii)
by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its
creditors (excluding any Noteholder in its capacity as such) with a view to rescheduling any of its indebtedness;  (b)
a moratorium is declared in respect of any Financial Indebtedness of any Group Company; or  (c)
any formal corporate action or formal legal proceedings is taken in for:  (i)
the suspension of payments, a moratorium of any indebtedness, winding up, dissolution, administration, striking
off or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Group Company and except in each case which is contested by that Group Company in good faith and dismissed within 15 Business Days;  4




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(ii)
a composition, assignment or arrangement with any creditor of any Group Company in relation to a liability or
debt of more than the Threshold Amount unless the relevant proceedings are being contested in good faith and are shown to be frivolous or vexatious and discharged within 15 Business Days; or  (iii)
the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other
similar officer in respect of any Group Company or any of its assets except any application made to the court for the purposes of commencing winding up proceedings which is frivolous or vexatious and contested by that Group Company in good faith and
dismissed within 15 Business Days, (provided always that Group Company for the purposes of this definition
shall not include PT MoneyGuru Indonesia, Compargo Malaysia Sdn Bhd, MoneyGuru Co. Ltd, MoneyGuru Insurance Broker Co. Ltd and/or MoneyGuru Services Co. Ltd). Interest Date:means the date of each of the first, second, third, fourth anniversaries of the date of this Deed and thereafter, the
Redemption Date. Interest Period:means initially, the period commencing on the Issue Date up to but excluding the first Interest
Date and thereafter, each subsequent period from and including that or any subsequent Interest Date up to but excluding the next Interest Date. Interest Rate:means 25.00 per cent. per annum; Issue Date:means, in respect of any Note, the first day on which such Note is issued pursuant to this Deed. Major Noteholder: means PCCW Media International Limited. Material Adverse Effect:means any event or circumstance which, in each case after taking into account all mitigating factors or
circumstances including any warranty, indemnity or other resources available to the Group or right of recourse against any third party with respect to the relevant event or circumstance and any obligation of any person in force to provide any
additional equity investment:  (a)
has a material adverse effect on:  (i)
the consolidated business, assets or financial condition of the Group (taken as a whole); or  (ii)
the ability of the Company to perform its payment obligations with respect to this Deed, the Notes and all
related documents in relation thereto (together, the Documents);  (b)
subject to the Reservations, affects the validity or the enforceability of the whole or any material part of
any of the Documents or any material rights or remedies of any Noteholder under the Documents in a manner which is materially adverse to the interests of the Noteholders under the Documents taken as a whole and if capable of remedy, is not remedied
within 20 Business Days of the Company becoming aware of the issue or being given notice of the issue by a Noteholder.  5




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Notes:means the fixed rate unsecured loan notes 2027 together with any PIK Notes
constituted by this Deed. Noteholder:means a Person for the time being entered in the Register as the holder of any Notes in
accordance with Clause 9.2. Permitted Transferee: means with respect to any Noteholder, any Person other than (i) the Company
or any of its Subsidiaries or (ii) any Prohibited Transferee (whether or not an Affiliate of the transferring Noteholder). Person:means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity. PIK Notes:means the PIK Notes issued by the Company in accordance with paragraph 1 of Part 1 of Schedule 2. Politically Exposed Person: means a current or former senior official in the executive, legislative, administrative, military or
judicial branches of a Government Authority (whether elected or not), a current or former senior official of a major political party, or a current or former senior executive of a government-owned commercial enterprise. In addition, a Politically
Exposed Person includes any corporation, business or other entity that has been formed by, or for the benefit of, a Politically Exposed Person. Prepayment Notice:has the meaning given to it in Clause 6(b). Principal Amount: means the principal amount of Notes for the time being issued and outstanding. Prohibited Transfereemeans (i) any Company Competitor; (ii) any current or potential future provider of Company
within the insurance, retail banking or telecommunications industry; (iii) any Person whose involvement or investment in the Business is or could reasonably be, as determined by the Directors, damaging to the reputation of the Business, and in
each case of (i) and (ii), unless otherwise determined by the Directors; or (iv) any person who (a) is named on (1) lists promulgated by the United Nations Security Council or its committees pursuant to resolutions issued under
Chapter VII of the United Nations Charter or (2) the World Bank Listing of Ineligible Firms (see www.worldbank.org/debarr); (b) is targeted by or subject to any sanction administered or enforced by the Office of Foreign Assets Control of the US
Department of the Treasury, the U.S. Department of State or under a UN Security Council Resolution; or (c) is a Politically Exposed Person. Redemption Date:means 14 October 2027 (or such later date that is agreed, in writing, between the Company and the Major
Noteholder). Register:means a register of Noteholders referred to in, and kept and maintained in accordance with, Clause 9. Registered Office:means the registered office of the Company from time to time. Relative: of a natural person shall mean the siblings, spouse and children of such natural person and any parent or siblings of such
natural person or spouse.  6




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Reservations:means:  (a)
the principle that equitable remedies are remedies which may be granted or refused at the discretion of the
court, the principle of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of
creditors and secured creditors;  (b)
the time barring of claims under applicable limitation laws and defences of acquiescence, set- off or
counterclaim and the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void;  (c)
the principle that in certain circumstances security granted by way of fixed charge may be recharacterised as a
floating charge or that security purported to be constituted as an assignment may be recharacterised as a charge;  (d)
the principle that additional interest imposed pursuant to any relevant agreement may be held to be
unenforceable on the grounds that it is a penalty and thus void;  (e)
the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful
litigant;  (f)
the principle that the creation or purported creation of security over any contract or agreement which is
subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which security has purportedly been created;  (g)
similar principles, rights and defences under the laws of any relevant jurisdiction; and  (h)
any other general principles which are customarily set out as qualifications or reservations (howsoever
described) as to matters of law in the legal opinions customarily delivered to lenders in connection with the entry into loan instruments similar to the Notes. Shares:means the shares in the capital of the Company. Subsidiary:with respect to any specified Person, any other Person Controlled by such specified Person. Threshold Amount:means US$5,000,000. Trade Instruments:means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the
obligations of any Group Company arising in the ordinary course of day-to-day business of that Group Company. Treasury Transaction:means any derivative transaction entered into in connection with protection against or benefit from fluctuation in
any rate or price.  1.2
Clause, Schedule and paragraph headings shall not affect the interpretation of this Deed.  1.3
References to clauses, paragraphs and Schedules are to the clauses and paragraphs of and Schedules to this Deed
and references to paragraphs are to paragraphs of the relevant Schedule.  7




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1.4
The Schedules (including, for the avoidance of doubt, the Conditions) form part of this Deed and shall have
effect as if set out in full in the body of this Deed. Any reference to this Deed includes the Schedules.  1.5
All references to this Deed, the Conditionsor to any other agreement or document referred to in
this Deed or the Conditions is a reference to this Deed (which shall include the Conditions), the Conditions or such other agreement or document as varied or novated in accordance with their terms from time to time.  1.6
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall
include the singular.  1.7
Unless the context otherwise requires, a reference to one gender shall include a reference to the other
genders.  1.8
A reference to a companyshall include any company, corporation or other body corporate, wherever and
however incorporated or established.  1.9
A reference to writingor writtenincludes e-mail (unless
otherwise expressly provided in this Deed).  1.10
Any words following the terms including, include, in particular, for exampleor any
similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.  1.11
Where the context permits, otherand otherwiseare illustrative and shall not limit
the sense of the words preceding them.  1.12
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.  1.13
A reference to a statute or statutory provision shall include all subordinate legislation made from time to
time.  1.14
Any obligation on a Person not to do something includes an obligation not to allow that thing to be done.  1.15
A reference in this Deed to:  (a)
any Notes being outstandingmeans such Notes as are in issue, not redeemed and not cancelled at the
relevant time;  (b)
the assetsof any Person shall be construed as a reference to all or any part of its business,
undertaking, property, assets, revenues (including any right to receive revenues) and uncalled capital;  (c)
indebtednessshall be construed as a reference to any obligation for the payment or repayment of money,
whether as principal or as surety and whether present or future, actual or contingent;  8




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(d)
repaymentincludes (as the context requires) prepayment and redemption and vice versa, and the words
prepay, repay, redeem, repayable, redeemed, prepaidand repaidshall be construed accordingly;  (e)
US$or US dollarsdenotes the lawful currency of the United States of America; and  (f)
taxshall be construed so as to include any present and future tax, levy, impost, deduction,
withholding, duty or other charge of a similar nature (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).  1.16
An Event of Default is Continuingif it has not been waived.  1.17
Unless the context otherwise requires, a reference to the Notesincludes a reference to all and/or any
of the Notes.  2.
AMOUNT AND DESCRIPTION OF NOTES  2.1
The aggregate Principal Amount of the Notes is limited to US$5,000,000 together with a sum equal to any PIK
Notes issued and outstanding under this Deed from time to time.  2.2
The Notes shall be known as fixed rate unsecured loan notes 2027 and PIK Notes and shall be issued by the
Company in integral multiples of US$1.00.  2.3
PIK Notes shall be issued in the amounts required under Condition 1.  3.
STATUS OF NOTES  3.1
The Notes when issued and outstanding shall rank pari passu, equally and ratably, without discrimination or
preference among themselves and as unsecured obligations of the Company.  3.2
The Notes shall be issued and held subject to and with the benefit of the provisions of this Deed (including
the Conditions). All such provisions shall be binding on the Company and the Noteholders and all Persons claiming through or under them respectively and shall ensure for the benefit of all Noteholders.  4.
USE OF PROCEEDS  4.1
The proceeds of all subscriptions for the Notes shall be used to fund the Companys working capital and
general corporate purposes.  5.
REPAYMENT OF NOTES  5.1
The Notes shall be repaid in accordance with Part 1 of Schedule 2.  5.2
All Notes repaid by the Company shall be automatically and immediately cancelled and shall not be reissued.  6.
PREPAYMENT OF NOTES  (a)
The Company shall prepay the Notes (or the relevant Notes only) in accordance with Part 1 of Schedule 2 if it
is or becomes unlawful for the Notes (or the relevant Notes only) to remain outstanding, as confirmed by a written legal opinion (addressed to the Company and furnished by the Company to the Noteholders upon request) from reputable outside legal
counsel to the Company.  9




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(b)
The Company may, if it gives the Noteholders not less than three Business Days (or such shorter period as
the Major Noteholder may agree) prior notice (a PrepaymentNotice), prepay all or any outstanding Notes on the date specified in the Prepayment Notice in accordance with Part 1 of Schedule 2,
providedthat, if all outstanding Notes are not being prepaid pursuant to a Prepayment Notice, then any prepayment being made pursuant to that Prepayment Notice shall be applied pro rata among the
Noteholders.  7.
INTEREST Until the Notes are repaid by the Company in accordance with the provisions of this Deed, interest shall accrue and be paid on the Principal
Amount of the Notes outstanding at the rate and in the manner provided in Part 1 of Schedule 2.  8.
CERTIFICATES  8.1
Each Noteholder (or the joint holders of any Notes) shall be entitled to receive, without charge, one
Certificate for the Notes registered in his (or their) names.  8.2
Where any Notes are held jointly, the Company shall not be bound to issue more than one Certificate in respect
of such Notes and delivery of a Certificate to the Person who is first named in the Register as Noteholder shall be sufficient delivery to all joint holders of such Notes.  8.3
Each Certificate shall:  (a)
bear a denoting number;  (b)
be issued and executed by the Company as a deed in the form (or substantially in the form) set out in Schedule
1; and  (c)
have the Conditions endorsed on or attached to it.  8.4
In the case of repayment or transfer of part only of a Noteholders Notes, the Certificate(s) in respect
of such Notes shall be either:  (a)
endorsed with a memorandum of the nominal amount of the Notes so redeemed or transferred and the date of such
repayment or transfer; or  (b)
cancelled and (without charge) replaced by a new Certificate for the balance of the Principal Amount of the
Notes not then repaid or transferred.  9.
THE REGISTER  9.1
The Company shall keep and maintain the Register at the Registered Office or at such other place as the Company
may from time to time appoint for this purpose and notify to the Noteholders.  9.2
There shall be entered in the Register:  (a)
the names and addresses of the holders of the Notes for the time being;  10




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(b)
the Principal Amount of the Notes held by each Noteholder;  (c)
the date of issue of each of the Notes and the date on which the name of each Noteholder is entered in the
Register in respect of the Notes registered in his (or their) name;  (d)
the serial number of each Certificate issued and the date of its issue; and  (e)
the date(s) of all transfers and changes of ownership of any of the Notes.  9.3
The Company shall promptly amend the Register to record any change to the name or address of a Noteholder that
is notified in writing to the Company by that Noteholder.  9.4
The Noteholders or any of them, or any Person authorised by a Noteholder, shall be at liberty at all reasonable
times during office hours to inspect the Register, to take copies of or extracts from it or any part of it and to request delivery of a copy of the current Register to a Noteholder via email.  9.5
Every Noteholder shall be recognised by the Company as entitled to his (or their) Notes free from any equity, set-off or cross-claim against the original or an intermediate holder of such Notes.  10.
NOTES NOT TO BE QUOTED No application has been, or shall be, made to any investment exchange for permission to deal in, or for an official
or other listing or quotation, in respect of the Notes.  11.
NO WITHHOLDING OR SET-OFF Payments of principal and interest in respect of the Notes shall be paid by the Company to the Noteholders in
accordance with the Conditions without any deduction or withholding (whether in respect of any set-off, counterclaim or otherwise whatsoever) unless any deduction or withholding is required by law.  12.
MEETINGS OF NOTEHOLDERS Meetings of the Noteholders shall be convened and held in accordance with the provisions of Schedule 3.  13.
VARIATION  13.1
Notwithstanding any power exercisable by the Noteholders by Special Resolution as set out in paragraph 17 of
Schedule 3 of this Deed, all or any of the rights for the time being attached to the Notes or other provisions of this Deed (including the Conditions) may from time to time (whether or not the Company is being wound up) only be altered or abrogated
with the prior written consent of the Company and the Major Noteholder. Any such alteration or abrogation shall be effected by way of deed poll executed by the Company and expressed to be supplemental to this Deed.  13.2
The Company shall, within 15 Business Days of making any variation pursuant to this Clause 13, send to each
Noteholder (or, in the case of joint holders, to the Noteholder named first in the Register) a copy of the deed poll (or other document) effecting the variation.  13.3
Any modification, alteration or abrogation made pursuant to Clause 13.1 shall be binding on all the
Noteholders.  11




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14.
ENFORCEMENT AND THIRD PARTY
RIGHTS  14.1
From and after the date of this Deed, and for so long as any Notes are outstanding or any amount is payable or
repayable by the Company in respect of the Notes, the Company undertakes to duly perform and observe its obligations under this Deed.  14.2
No Person other than the Company and the Noteholders shall have any rights under the Contracts (Rights of Third
Parties) Ordinance (Cap. 623) (the Third Parties Ordinance) to enforce or to enjoy the benefit of any term of this Deed.  14.3
This Deed shall operate for the benefit of all Noteholders and each Noteholder shall be entitled to sue for the
performance or observance of the provisions of this Deed in his own right so far as his own holding of Notes is concerned.  15.
NOTICES Any notice to be given to or by any Noteholder(s) for the purposes of this Deed shall be given in accordance with the provisions of paragraphs
8 to 10 (inclusive) of Part 2 of Schedule 2.  16.
GOVERNING LAW AND JURISDICTION  16.1
This Deed and the Notes and any dispute or claim arising out of or in connection with any of them or their
subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the law of Hong Kong.  16.2
Any dispute, controversy, difference or claim arising out of or relating to this Deed and the Notes, including
the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be finally resolved by
arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be
that stated in Clause 16.1. The seat of this arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English.  16.3
Notwithstanding the foregoing, nothing in this Clause shall prevent any party seeking any interim or
interlocutory relief in aid of any arbitration or in connection with enforcement proceedings from any court of competent jurisdiction.  17.
MOST FAVOURED NATION In the event the Company issues any additional securities on terms more favourable than those contained in this Deed while the Notes remain
outstanding, the Company shall promptly, and in any event within five Business Days after the date of issuance of such additional securities, give notice to the Noteholders of such issuance and shall provide equivalent rights to the Noteholders with
respect to the Notes (with appropriate adjustment for economic terms or other contractual rights acceptable to the Major Noteholder). This Deed has been
executed as a deed and is delivered and takes effect on the date stated at the beginning of it.  12




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Schedule 1 Form of Certificate Certificate No.: [NUMBER] Date of Issue: [DATE] Amount: US$[AMOUNT] MONEYHERO
LIMITED FIXED RATE UNSECURED LOAN NOTES 2027 AND PIK NOTES Created and issued pursuant to a resolution of the board of directors of MoneyHero Limited (the Company) passed on [DATE]. THIS IS TO CERTIFY THAT[NAME OF NOTEHOLDER] is the registered holder (Noteholder) of US$[AMOUNT] of the fixed rate unsecured loan
notes 2027 and PIK Notes constituted by a Deed entered into by the Company on [DATE] (Deed). Such Notes are issued with the benefit of and subject to the provisions contained in the Deed and the Conditions endorsed on or annexed
to this Certificate. Notes:  1.
The Notes are repayable and shall bear interest in accordance with the Conditions.  2.
This Certificate (or an indemnity in respect of lost or destroyed Certificate) must be surrendered to the
Company before any transfer or repayment, whether of the whole or any part of the Notes comprised in it, can be registered or effected, or any new certificate issued in exchange.  3.
Any change of address of the Noteholder(s) must be notified in writing signed by the Noteholder(s) to the
Company at the Registered Office.  4.
Subject to the Conditions, the Notes are transferable in amounts and in integral multiples of US$[AMOUNT].  5.
No transfer of any part of the Notes represented by this Certificate can be registered without production of
this Certificate (or an indemnity in respect of lost or destroyed Certificate).  6.
Words and expressions defined in the Deed shall bear the same meaning in this Certificate and in the
Conditions.  7.
The Notes and any dispute or claim arising out of or in connection with any of them or their subject matter or
formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the law of Hong Kong.  8.
Any dispute, controversy, difference or claim arising out of or relating to the Notes, including the existence,
validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to the Notes shall be finally resolved by arbitration
administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be that stated in
paragraph 7. The seat of this arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English.  9.
A copy of the Deed is available for inspection at the registered office of the Company. This Certificate has been executed as a deed and is delivered and takes effect on the date of issue stated at the beginning of it.  13




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Executed as a deed by MONEYHERO LIMITED
acting by [NAME OF FIRST DIRECTOR], a director and [NAME
OF SECOND DIRECTOR OR SECRETARY],[a director ORits secretary]LOGO[SIGNATURE OF FIRST DIRECTOR]DirectorLOGO[SIGNATURE OF SECOND DIRECTOR OR SECRETARY][Director or Secretary] OR  Executed as a deed by MONEYHERO LIMITED 
acting by [[NAME OF DIRECTOR] as director]/[NAME OF AUTHORISED SIGNATORY] as authorised signatory],[SIGNATURE OF [DIRECTOR]/[AUTHORISED SIGNATORY]]

LOGO[Director]/[Authorised Signatory] 
in the presence of:Witness Signature:Name:Address:Occupation:Dated: [INSERT DATE]  14




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Schedule 2 The Conditions Part 1. Interest, repayment and redemption  1.
INTEREST  1.1
Interest shall accrue in arrears on the Principal Amount of each outstanding Note at the applicable Interest
Rate.  1.2
Interest so accrued shall be payable on each Interest Date by the Company by way of issuance to the Noteholders
of PIK Notes in the same form as the Notes and with a principal value equal to the amount of interest so accrued during the corresponding Interest Period. Such PIK Notes shall be deemed to have been issued on such Interest Date and shall themselves
accrue interest at the applicable Interest Rate in accordance with these Conditions which, for the avoidance of doubt, shall also be deemed to be issued as PIK Notes. Issuance of PIK Notes under and in accordance with these Conditions shall be in
full satisfaction of the interest to which such issuance relates. Promptly following the issuance of PIK Notes pursuant to this paragraph 1.2, the Company shall update the Register to reflect such issuance and deliver a Certificate with respect to
such PIK Notes to the Noteholders.  1.3
Interest shall accrue daily at the Interest Rate and shall be calculated on the basis of a 365-day year and the actual number of days elapsed.  1.4
If the Company fails to pay redemption monies when due, interest shall continue to accrue on the unpaid amount
at the applicable Interest Rate plus 1.00 per cent.  2.
REPAYMENT OF PRINCIPAL AND UNPAID
INTEREST  2.1
The Notes shall be redeemed in accordance with paragraph 2.2 below:  (a)
on the Redemption Date;  (b)
in respect of the relevant Notes only, on the date specified in the relevant Prepayment Notice; or  (c)
in respect of the relevant Notes only, if it is or becomes unlawful for such Notes to remain outstanding, as
confirmed by a written legal opinion (addressed to the Company and furnished by the Company to the Noteholders upon request) from reputable outside legal counsel to the Company, on the date on which such event occurs.  2.2
The Company shall, subject to paragraph 5.1 of Part 1 of these Conditions, pay to each Noteholder an amount (in
US dollars) equal to: (a) the aggregate Principal Amount of such outstanding Notes (for the avoidance of doubt, including the PIK Notes) held by such Noteholder; and (b) any accrued but unpaid interest.  3.
TIME OF PAYMENT Whenever any payment of principal (or otherwise) becomes due on a day which is not a Business Day, payment shall be made on the next Business
Day.  15




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4.
EVENT OF DEFAULT  4.1
The Company shall notify the Noteholders immediately if it becomes aware of the occurrence of an Event of
Default.  4.2
On and at any time after the occurrence of an Event of Default which is Continuing, the Major Noteholder may by
written notice to the Company declare the Notes be immediately due and payable and on receipt of such notice the Company shall, subject to paragraph 5.1 of Part 1 of these Conditions, pay to each Noteholder an amount (in US dollars) equal to:  (a)
the aggregate Principal Amount of such outstanding Notes (for the avoidance of doubt, including the PIK Notes)
held by such Noteholder; and  (b)
any accrued but unpaid interest.  5.
ACTION ON REDEMPTION  5.1
A Noteholder whose Note is due to be redeemed shall, not later than the due date for redemption, deliver to the
Company the Certificate for the Note for cancellation (or, in the respect of lost or destroyed Certificates, an indemnity in a form satisfactory to the Company (acting reasonably)). Following delivery and against a receipt (if the Company so
requires) for the moneys payable in respect of the Note, the Company shall pay to the Noteholder those moneys due to him on the due date for redemption of such Note to the account notified to the Company by the Noteholder not less than three
Business Days prior to the redemption date.  5.2
If, on redemption of a Note, a Noteholder fails to deliver the Certificate for it (or an indemnity in
accordance with these Conditions) or to accept payment of moneys due to him:  (a)
the Company shall pay the moneys due to such Noteholder into a bank account and, subject to the remainder of
this paragraph 5.2, upon reasonable notice to the Company, the relevant Noteholder may request the moneys in such bank account and the Company shall procure that the moneys in such bank account are paid to the Noteholder;  (b)
the payment of an amount into a bank account pursuant to sub-paragraph
5.2(a) above does not constitute the Company a trustee in respect of the amount and is deemed for all purposes to be a payment to the Noteholder and such payment shall discharge the Company from all further obligations in respect of the Note;  (c)
the Company is not responsible for the safe custody of the amount or related interest (if any);  (d)
subject to paragraph (e) below, the Company is, and the Noteholder is not, entitled to interest accrued on
the amount; and  (e)
if the amount remains unclaimed:  (i)
in respect of interest on a Note, after a period of five years; and  (ii)
in respect of the Principal Amount of a Note, after a period of ten years, in each case, from the date of payment of the amount into the bank account, the Noteholder ceases to be entitled to the amount and it shall
then belong to the Company.  16




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5.3
The Company shall cancel any Notes repaid, redeemed or purchased and shall not reissue them.  6.
TAX GROSS-UP  6.1
All payments to be made by the Company to any Noteholder under the Notes or the Deed shall be made free and
clear of and without any Tax Deduction unless it is required to make a Tax Deduction pursuant to applicable law, in which case the sum payable by it (in respect of which such Tax Deduction is required to be made) shall be increased to the extent
necessary to ensure that such Noteholder receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction been made or required to be made.  6.2
The Company shall promptly upon becoming aware that the Company must make a Tax Deduction (or that there is any
change in the rate or the basis of a Tax Deduction) notify the relevant Noteholder accordingly. Similarly, a Noteholder shall notify the Company on becoming so aware in respect of a payment payable to that Noteholder.  6.3
If the Company is required to make a Tax Deduction, it will make that Tax Deduction and any payment required in
connection with that Tax Deduction within the time allowed and in the minimum amount required by law.  6.4
Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction,
the Company shall deliver to the Noteholder entitled to the payment evidence reasonably satisfactory to that Noteholder that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.  6.5
All amounts set out or expressed to be payable to a Noteholder shall be deemed to be exclusive of any Indirect
Tax. If any Indirect Tax is chargeable on any supply made by any Noteholder to the Company in connection with this Deed, the Company shall pay to that Noteholder (in addition to and at the same time as paying the consideration) an amount equal to
the amount of the Indirect Tax.  6.6
Where the Company is required to reimburse or indemnify a Noteholder for any costs or expenses, the Company
shall also at the same time pay and indemnify that Noteholder against all Indirect Tax incurred by that Noteholder in respect of the costs or expenses to the extent that that Noteholder reasonably determines that it is not entitled to credit or
repayment in respect of the Indirect Tax.  6.7
Each party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection
with that FATCA Deduction, and no party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. Each party shall promptly, upon
becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the party to whom it is making the payment.  6.8
In this paragraph 6 of Part 1 of these Conditions: Code means the U.S. Internal Revenue Code of 1986. FATCA means:  (a)
sections 1471 to 1474 of the Code or any associated regulations;  17




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(b)
any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between
the U.S. and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or  (c)
any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs
(a) or (b) above with the U.S. Internal Revenue Service, the U.S. government or any governmental or taxation authority in any other jurisdiction. FATCA Deduction means a deduction or withholding from a payment under the Notes or the Deed required by FATCA. Indirect Tax means any goods and services tax, consumption tax, value added tax or any tax of a similar nature. Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest
payable in connection with any failure to pay or any delay in paying any of the same). Tax Deduction means a deduction
or withholding for or on account of Tax from a payment under the Notes or the Deed, other than a FATCA Deduction.  18




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Part 2. Transfer provisions and other matters  1.
The Company shall recognise the registered holder of any Notes as the absolute owner of them and shall not
(except as provided by statute or as ordered by a court of competent jurisdiction) be bound to take notice or see to the execution of any trust (whether express, implied or constructive) to which any Note may be subject. The Company shall not
(except as provided by statute or as ordered by a court of competent jurisdiction) be bound to enter any notice of any trust (whether express, implied or constructive) on the register in respect of any of the Notes.  2.
Neither the Notes nor any of the rights or obligations of any Noteholder hereunder may be assigned, conveyed or
transferred, in whole or in part, without the Companys prior written consent, provided that the Notes may be transferred to one or more Permitted Transferee(s) that is an Affiliate of such Noteholder (each, a Notes Permitted
Transferee), subject to such Noteholder entering into a deed of transfer in favour of such Notes Permitted Transferee(s) in accordance with paragraphs 4 and 5 of this Part 2 of these Conditions. The rights and/or obligations of the Company
under this Deed may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Major Noteholder. Subject to the foregoing, the rights and obligations of the Company and the
Noteholders under the Notes shall be binding upon and benefit their respective permitted successors, assigns, heirs, administrators and transferees.  3.
If, while a Notes Permitted Transferee holds any Notes, such Notes Permitted Transferee ceases to qualify as a
Notes Permitted Transferee in relation to the transferor Noteholder from whom or which such Notes Permitted Transferee or any previous Notes Permitted Transferee of such transferor Noteholder received such Notes (an Unwinding
Event), then:  (a)
the relevant transferor Noteholder shall forthwith notify the other Noteholders and the Company of the
occurrence of such Unwinding Event; and  (b)
immediately following such Unwinding Event, such transferor Noteholder shall take all actions necessary to
effect a transfer of all the Notes held by the relevant Notes Permitted Transferee that is no longer qualified as a Notes Permitted Transferee either back to such transferor Noteholder or, pursuant to paragraph 2 and 3 of this Part 2 of these
Conditions, to another Person that qualifies as a Notes Permitted Transferee of such transferor Noteholder.  4.
Each deed of transfer shall be signed by the transferor, and the transferor shall be deemed to remain the owner
of the Notes to be transferred until the name of the transferee is entered in the Register in respect of such Notes.  5.
Each deed of transfer shall be sent to, or left for registration at, the registered office of the Company for
the time being, and shall be accompanied by the Certificate(s) for the Notes to be transferred (or an indemnity in respect of lost or destroyed Certificate). All deeds of transfer that are registered may be retained by the Company.  6.
Subject always to paragraph 5 of this Part 2 of these Conditions, payment of the Principal Amount, and all
accrued interest which has accrued on the Notes which has not been satisfied by way of the issuance of PIK Notes may, with the consent of the receiving Noteholder, be made by bank transfer in immediately available funds to an account nominated for
the purpose to the Company in writing by, the registered holder or, in the case of joint registered holders, to the one who is first-named on the Register, or to such Person or Persons as the registered holder or all the joint registered holders may
in writing direct and sent to the registered holder or in the case of joint registered holders to that one of the joint registered holders who is first-named on the Register or to such address as the registered holder or joint registered holders may
in writing direct. A bank transfer to the relevant account made in accordance with this paragraph shall be good discharge to the Company.  19




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7.
If more than one Person is entered in the Register as joint holders of any Notes then, without prejudice to
paragraph 6 of this Part 2 of these Conditions, the receipt of any one of such holders for any moneys payable on or in respect of the Notes shall be as effective a discharge to the Company or other Person making the payment as if the Person signing
such receipt were the sole registered holder of such Notes.  8.
If any Certificate is worn out or defaced then, on production of it to the Directors, they may cancel it and
may issue a fresh Certificate in lieu. If any Certificate is lost or destroyed it shall be replaced promptly on such terms (if any) as to evidence and indemnity as the Company may reasonably require. An entry recording the issue of the new
Certificate and indemnity (if any) shall be made in the Register. No fee shall be charged for the registration of any transfer or for the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or
other documents relating to or effecting title to any Notes.  9.
Any communication to be made under or in connection with this Deed or the Notes shall be made in writing and,
unless otherwise stated, may be made by letter or by email. The address and email address (and the department or officer, if any, for whose attention the communication is to be made) of each Person for any communication or document to be made or
delivered under or in connection with this Deed or the Notes is: (i) in the case of the Company, that identified with its name below; and (ii) in the case of each Noteholder, that notified in writing to the Company on or prior to the date
on which it becomes a Noteholder. Address for service of notices: The Company Address: c/o 70
Shenton Way, #18-15, EON Shenton, S079118, Singapore Email: shaun.kraft@moneyherogroup.com
and laura.hannon@moneyherogroup.com Attention: Shaun Kraft and Laura Hannon  10.
Any communication or document made or delivered by one person to another under or in connection with this Deed
or the Notes will be effective: (i) if by way of letter, only when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address, (ii) if by
way of email, in accordance with paragraph 11 below, at the time of transmission or (iii) upon personal delivery to the party to be notified. Any communication or document which becomes effective, in accordance with the preceding sentence,
after 5 p.m. in the place of receipt shall be deemed only to become effective on the following day.  20




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11.
Any communication or document to be made or delivered by one Person to another under or in connection with this
Deed or the Notes may be made or delivered by electronic mail or other electronic means if those two Persons: (i) notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of
information by that means; and (ii) notify each other of any change to their address or any other such information supplied by them by not less than five Business Days notice. Any such electronic communication or delivery may only be made
in that way to the extent that those two Persons agree that, unless and until notified to the contrary, this is to be an accepted form of communication or delivery. Any such electronic communication or delivery in accordance with the foregoing made
or delivered by one Person to another will be effective only when actually received (or made available) in readable form. Any electronic communication or document which becomes effective, in accordance with the foregoing, after 5 p.m. in the place
in which the Person to whom the relevant communication or document is sent or made available has its address for the purpose of this Deed shall be deemed only to become effective on the following day.  12.
A copy of this Deed shall be kept at the Companys registered office. A Noteholder (and any Person
authorised by a Noteholder) may inspect that copy of the Deed at all reasonable times during office hours.  21




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Schedule 3 Meetings of the Noteholders  1.
The Company may at any time convene a meeting of Noteholders. In addition, the Company shall at the written
request of the Major Noteholder convene a meeting of the Noteholders. Any meeting shall be held at such place as the Company may designate.  2.
At least seven days notice (exclusive of the day on which the notice is served or deemed to be served and
of the day for which notice is given) of every meeting shall be given to the Noteholders. The notice shall specify the place, day and time of the meeting and the general nature of the business to be transacted. The accidental omission to give notice
to, or the non-receipt of notice by, any of the Noteholders shall not invalidate the proceedings at any meeting. A meeting of the Noteholders shall, despite being called at shorter notice than specified above,
be deemed to have been duly called if it is agreed in writing by all of the Noteholders.  3.
At any meeting the quorum shall be the Major Noteholder. No business (other than choosing a Chairman) shall be
transacted at any meeting unless the requisite quorum is present.  4.
If a quorum is not present, within half an hour from the time appointed for the meeting, the meeting shall be
dissolved.  5.
The Noteholders present shall choose one of their number to be Chairman. Any Director or officer of, any
Secretary of, and the solicitors to, the Company and any other person authorised in that behalf by the Company may attend at any such meeting.  6.
Each question submitted to a meeting of Noteholders shall, unless a poll is demanded, be decided by a show of
hands.  7.
At any meeting of Noteholders unless a poll is demanded by the Chairman or by one or more Noteholders present
in person or by proxy and holding or representing in the aggregate not less than one-twentieth in nominal amount of the outstanding Notes (before or on the declaration of the result of the show of hands), a
declaration by the Chairman that a resolution has been carried by the requisite majority, lost or not carried by the requisite majority shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in
favour of or against such resolution.  8.
If a poll is duly demanded, it shall be taken in such manner and (subject as set out below) either at once or
after an adjournment as the Chairman directs. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll shall not prevent the meeting from continuing for the transaction of any
business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn.  9.
If there is an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall
not be entitled to a casting vote in addition to the vote(s) (if any) to which he may be entitled as a Noteholder or as a proxy.  10.
The Chairman may, with the consent of (and shall if so directed by) the Noteholders present at any meeting at
which a quorum is present, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business that might lawfully have been transacted at the meeting from which the adjournment
took place.  22




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11.
Any poll demanded at any meeting on the election of a Chairman, or on any question of adjournment, shall be
taken at the meeting without adjournment.  12.
On a show of hands, each Noteholder who is an individual and is present in person or (being a corporation) is
present by its duly authorised representative or by one of its officers as its proxy, shall have one vote. On a poll, each Noteholder present in person or by proxy, shall have one vote for every US$1.00 nominal of Notes held by him and a person
entitled to more than one vote need not (if he votes) use all his votes or cast all the votes he uses in the same way.  13.
In the case of joint registered Noteholders any one of them shall be entitled to vote in respect of such Notes
either in person or by proxy and, in the latter case, as if the joint holder were solely entitled to such Notes. If more than one joint holder is present at any meeting either personally or by proxy that one joint holder so present whose name as
between himself and the other or others present stands first in the Register as one of the joint holders shall alone be entitled to vote in person or by proxy.  14.
Each deed appointing a proxy must be in writing and duly executed by the appointor or his duly authorised
attorney or, in the case of a corporation under its common seal or duly executed by a duly authorised attorney or officer. The Chairman may (but shall not be bound to) require evidence of the authority of any attorney or officer. A proxy need not be
a Noteholder.  15.
A deed of proxy shall be in the usual or common form or in any other form that the Directors may accept. The
proxy shall be deemed to include the right to demand or join in demanding a poll. A proxy shall, unless stated otherwise, be valid as well for any adjournment of the meeting as for the meeting to which it relates and need not be witnessed.  16.
The deed appointing a proxy, and the power of attorney or other authority (if any) under which it is signed or
a notarially certified copy of such power of attorney or authority, shall be deposited at the place specified in (or in any document accompanying) the notice convening the meeting. If no such place is specified, the proxy shall be deposited at the
registered office of the Company not less than 24 hours before the time appointed for holding the meeting or adjourned meeting or for taking of the poll at which the person named in that deed proposes to vote. In default, the deed of proxy shall not
be treated as valid. A vote given in accordance with the terms of a deed of proxy shall be valid notwithstanding the revocation of the proxy or of the authority under which the proxy is given, unless notification in writing of the revocation has
been received at the registered office of the Company or at such other place (if any) specified for the deposit of deeds of proxy in the notice convening the meeting (or any document accompanying it) 24 hours before the commencement of the meeting
or adjourned meeting or the taking of the poll at which the vote is given.  17.
Without prejudice to any of the powers conferred on the Company under any of the provisions of the Deed and
subject to paragraph (e) below, a meeting of the Noteholders shall, in addition to any other powers, have the following powers exercisable by Special Resolution:  (a)
power to sanction the exchange or sale of the Notes for, or the conversion of the Notes into, or the
cancellation of the Notes in consideration of, shares, stock, debenture stock or other obligations or security of the Company or any other company formed or to be formed (other than as set out in Schedule 2);  (b)
power to sanction any abrogation, modification or compromise of, or any arrangement in respect of, the
Noteholders rights against the Company, provided the same has been previously approved in writing by the Company, whether those rights shall arise under the Deed, the Notes or otherwise;  23




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(c)
power to assent to any modification of the provisions contained in the Deed and Schedule 2 and to authorise the
Company to execute any supplemental deed embodying any such modification. Any such modification shall be proposed by the Company; and  (d)
power to:  (i)
modify the date fixed for final redemption of the Notes;  (ii)
reduce or cancel the Principal Amount payable on the Notes;  (iii)
reduce the amount payable or modify the method of calculating the amount payable on the Notes; or  (iv)
modify the dates for payment in respect of any interest, on the Notes.  (e)
Notwithstanding the foregoing, no matters referred to in paragraphs (a) to (d) (inclusive) above shall be
effected without the prior written consent of the Company (in its absolute discretion).  18.
A Special Resolution passed at a meeting of the Noteholders shall be binding on all the Noteholders whether or
not they are present at the meeting. Each of the Noteholders shall be bound to give effect to it accordingly. The passing of any such resolution shall be conclusive evidence that the circumstances justify passing it (so that the meeting may
determine without appeal whether or not the circumstances justify passing it).  19.
Special Resolution when used in this Deed, means a resolution passed at a meeting of the Noteholders duly
convened and held in accordance with Schedule 2, and carried by the holders of not less than 60.00% of the nominal amount of the Notes voting at such meeting, to include the Major Noteholder, on a show of hands or, if a poll is duly demanded, the
votes given on such a poll.  20.
A resolution in writing signed by or on behalf of the Major Noteholder shall, for all purposes, be as valid and
effectual as a resolution passed at a meeting duly convened and held in accordance with Schedule 2. Such resolution in writing may be contained in one document or in several documents in similar form, each signed by one or more Noteholders.  21.
Minutes of all resolutions and proceedings at every meeting shall be made and duly entered in books to be from
time to time provided for that purpose by the Company. Any minutes, if purporting to be signed by the Chairman of the meeting or by the Chairman of the next succeeding meeting of the Noteholders, shall be conclusive evidence of the matters stated in
them. Until the contrary is proved, every meeting for which minutes have been made and signed shall be deemed to have been duly held and convened, and all resolutions passed at the meeting to have been duly passed.  24




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Executed as a deed by MoneyHero Limited acting by Shaun Kraft, as authorised signatory, in the presence of:

LOGOLOGO

SIGNATURE OF SHAUN KRAFTAuthorised Signatory

LOGOSIGNATURE OF WITNESSName: Jia Xu LeeAddress: 70 Shenton Way, #18-08, EON Shenton, Singapore 079118
Occupation: Paralegal  [Project Gemini-
Signature Page to Deed Poll]