Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. (a) Acquiror, the Company, PubCo and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Amalgamation Closing between or among (x) the Sponsor, the shareholders or holders of other equity interests of Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Bridgetown 2 Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the PropertyGuru Group, on the other hand, any legal counsel, including Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Skadden”), that represented Acquiror and/or the Sponsor prior to the Amalgamation Closing may represent the Sponsor and/or any other member of the Bridgetown 2 Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby) between or among Acquiror, the Sponsor and/or any other member of the Bridgetown 2 Group, on the one hand, and Skadden, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Bridgetown 2 Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company or Amalgamation Sub prior to the Amalgamation Closing with Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Company. (b) Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Amalgamation Closing between or among (x) the shareholders or holders of other equity interests of the Company, Amalgamation Sub and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “PropertyGuru Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Bridgetown 2 Group, on the other hand, any legal counsel, including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Latham”), that represented the Company prior to the Amalgamation Closing may represent any member of the PropertyGuru Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror, the Company and/or Amalgamation Sub in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), and further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company, Amalgamation Sub and/or any member of the PropertyGuru Group, on the one hand, and Latham, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the PropertyGuru Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror prior to the Amalgamation Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation.

Conflicts and Privilege. (a) Acquiror, SPAC and the Company, PubCo and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), Company hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Amalgamation Closing between or among (x) the SPAC and/or Sponsor, the shareholders or holders of other equity interests of Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Bridgetown 2 Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the PropertyGuru GroupCompany, on the other hand, any legal counsel, counsel (including Skadden, Arps, Slate, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“Skadden”), and Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP) that represented Acquiror SPAC and/or the Sponsor prior to the Amalgamation Closing (“Prior SPAC Counsel”) may represent the Sponsor and/or any other member of the Bridgetown 2 Group in such dispute even though the interests of such Persons Sponsor may be directly adverse to the Surviving CorporationSPAC, and even though such counsel may have represented Acquiror SPAC prior to the Closing in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), further agree that, as to all legally privileged All pre-Closing communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby) between or among Acquiror, the Sponsor and/or any other member of the Bridgetown 2 GroupPrior SPAC Counsel, on the one hand, and SkaddenSPAC or Sponsor, on the other hand, shall remain privileged after the attorney/client Closing and the privilege and the expectation of client confidence relating thereto shall survive the Merger and belong solely to the Bridgetown 2 Group after the Amalgamation ClosingSponsor, shall be controlled by Sponsor and shall not pass to or be claimed by Company or controlled by SPAC following the Surviving CorporationClosing. Notwithstanding the foregoing, any privileged communications or information shared by the Company or Amalgamation Sub prior to the Amalgamation Closing with Acquiror SPAC or the Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the CompanyCompany following the Closing. (b) Acquiror, the The Company and Amalgamation Subfurther agrees, on behalf of their respective successors and assigns (includingitself and, after the Amalgamation Closing, on behalf of SPAC and the Surviving Corporation)Rumble Companies, hereby agree that, that all pre-Closing communications in the event a dispute with respect to this Agreement any form or the transactions contemplated hereby arises after the Amalgamation Closing format whatsoever between or among (x) the shareholders any of Prior SPAC Counsel, SPAC or holders of other equity interests of the CompanySponsor, Amalgamation Sub and/or or any of their respective directorsRepresentatives that relate in any way to the negotiation, membersdocumentation and consummation of the Transactions or, partnersbeginning on the date of this Agreement, officers, employees or Affiliates (other than the Surviving Corporation) any dispute arising under this Agreement (collectively, the “PropertyGuru GroupSPAC Deal Communications”)) shall be deemed to be retained and owned collectively by Sponsor, on the one hand, and (y) the Surviving Corporation and/or any member of the Bridgetown 2 Group, on the other hand, any legal counsel, including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Latham”), that represented the Company prior to the Amalgamation Closing may represent any member of the PropertyGuru Group in such dispute even though the interests of such Persons may shall be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror, the Company and/or Amalgamation Sub in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), and further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company, Amalgamation Sub and/or any member of the PropertyGuru Group, on the one hand, and Latham, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the PropertyGuru Group after the Amalgamation Closing, controlled by Sponsor and shall not pass to or be claimed by SPAC or the Rumble Companies after the Closing. All SPAC Deal Communications that are attorney-client privileged (the “Privileged SPAC Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by SPAC or the Surviving Corporation. Rumble Companies after the Closing; provided,however, that nothing contained herein shall be deemed to be a waiver by Sponsor or any of its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (c) Notwithstanding the foregoing, in the event that a dispute arises between SPAC or the Rumble Companies, on the one hand, and a third party other than Sponsor, on the other hand, Sponsor may assert the attorney-client privilege to prevent the disclosure of the Privileged SPAC Deal Communications to such third party; provided, however, that neither SPAC nor the Rumble Companies may waive such privilege with respect to Privileged SPAC Deal Communications without the prior written consent of Sponsor. In the event that SPAC or the Rumble Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged SPAC Deal Communications, SPAC shall as promptly as practicable (and, in any privileged event, within two (2) Business Days) after becoming aware thereof notify Sponsor in writing (including by making specific reference to this ‎Section 10.18) so that Sponsor can (at the cost and expense of Sponsor) seek a protective order, and SPAC and the Rumble Companies agree to use commercially reasonable efforts to assist therewith. (d) To the extent that files or other materials maintained by Prior SPAC Counsel constitute property of its clients, only Sponsor shall hold such property rights and Prior SPAC Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged SPAC Deal Communications by reason of any attorney-client relationship between Prior SPAC Counsel, on the one hand, and SPAC or any Rumble Companies after the Closing, on the other hand, so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (e) SPAC agrees on behalf of itself and, after the Closing, on behalf of SPAC and the Rumble Companies, (i) to the extent that SPAC or, after the Closing, the Rumble Companies receives or takes physical possession of any SPAC Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by Sponsor or any other Person of the privileges or protections described in this ‎Section 10.18, and (b) neither SPAC nor the Rumble Companies after the Closing shall assert any claim that Sponsor or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the SPAC Deal Communications, including by way of review of any electronic data, communications or information shared other information, or by Acquiror prior seeking to have SPAC or any Rumble Company waive the Amalgamation attorney-client or other privilege, or by otherwise asserting that SPAC or the Rumble Companies after the Closing with have the Company under right to waive the attorney-client or other privilege and (iii) not to seek to obtain the SPAC Deal Communications from Prior SPAC Counsel so long as such SPAC Deal Communications would be subject to a common interest agreement shall remain the privileged communications privilege or information of the Surviving Corporationprotection if they were being requested in a proceeding by an unrelated third party.

Conflicts and Privilege. (a) Acquiror, SPAC and the Company, PubCo and Amalgamation Sub, Acquisition Entities hereby agree on behalf of their respective Non-Party Affiliates and each of their respective successors and assigns (including, after the Amalgamation Closingall such parties, the Surviving Corporation“Company Counsel Waiving Parties”), hereby agree that, in that ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP (“SRFC”) may represent the event a dispute with respect to this Agreement equityholders of the Company or the transactions contemplated hereby arises after the Amalgamation Closing between or among (x) the Sponsor, the shareholders or holders of other equity interests of Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than SPAC, the Surviving CorporationAcquisition Entities or their respective Subsidiaries) (collectively, the “Bridgetown 2 Company Counsel WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Document or the Transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Company Counsel Waiving Parties, and each of SPAC, the Acquisition Entities and the Company on behalf of itself and the Company Counsel Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to ▇▇▇▇▇▇▇▇▇ or SRFC prior representation of the Company, its Subsidiaries or of Company Counsel Waiving Parties. SPAC, the Acquisition Entities and the Company, for itself and the Company Counsel Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Company Counsel WP Group, on the one hand, and (y) the Surviving Corporation and/or any member each of the PropertyGuru Group, on the other hand, any legal counsel, including Skadden, Arps, Slate, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Skadden”)and SRFC, that represented Acquiror and/or on the Sponsor other hand, made prior to the Amalgamation Closing may represent the Sponsor and/or any other member of the Bridgetown 2 Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Document Ancillary Documents or the transactions Transactions contemplated hereby or thereby) between , or among Acquiror, the Sponsor and/or any other member matter relating to any of the Bridgetown 2 Groupforegoing, on the one hand, and Skadden, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong are privileged communications that do not pass to the Bridgetown 2 Group after Company following the Amalgamation Closing, and shall not pass to or be claimed or instead survive, remain with and are controlled by the Surviving CorporationCompany Counsel WP Group (the “Company Counsel Privileged Communications”), without any waiver thereof. Notwithstanding SPAC, the foregoingAcquisition Entities and the Company, together with any privileged communications of their respective Affiliates, Subsidiaries, successors or information shared by assigns, agree that no Person may use or rely on any of the Company Counsel Privileged Communications, whether located in the records or Amalgamation Sub prior email server of the Company and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and SPAC, the Acquisition Entities and the Company agree not to assert that any privilege has been waived as to the Amalgamation Closing with Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information Company Counsel Privileged Communications, by virtue of the CompanyTransactions. (b) AcquirorEach of SPAC, the Acquisition Entities and the Company and Amalgamation Sub, hereby agrees on behalf of their respective Non-Party Affiliates and each of their respective successors and assigns (including, after the Amalgamation Closingall such parties, the Surviving Corporation“SPAC Counsel Waiving Parties”), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Amalgamation Closing between or among that ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (x“▇▇▇▇▇ ▇▇▇▇▇▇▇”) and Fasken ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (“Fasken”) may represent the shareholders or holders of other equity interests of the Company, Amalgamation Sub and/or Sponsor or of SPAC or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “PropertyGuru SPAC Counsel WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Document or the Transactions contemplated hereby or thereby, notwithstanding its prior representation of SPAC and its Subsidiaries, or other SPAC Counsel Waiving Parties. Each of SPAC, the Acquisition Entities and the Company, on behalf of itself and the SPAC Counsel Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to ▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ or ▇▇▇▇▇▇’s prior representation of SPAC and its Subsidiaries, or other SPAC Counsel Waiving Parties. Each of SPAC, the Acquisition Entities and the Company, for itself and the SPAC Counsel Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between SPAC or its Subsidiaries, or any other member of the SPAC Counsel WP Group, on the one hand, and (y) the Surviving Corporation and/or any member each of the Bridgetown 2 Group, on the other hand, any legal counsel, including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Latham”)and Fasken, that represented on the Company other hand, made prior to the Amalgamation Closing may represent any member of the PropertyGuru Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror, the Company and/or Amalgamation Sub in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), and further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Ancillary Documents or the transactions Transactions contemplated hereby or thereby) between , or among any matter relating to any of the foregoing, are privileged communications that do not pass to SPAC, PubCo or the Company following the Closing, and instead survive, remain with and are controlled by the SPAC Counsel WP Group (the “SPAC Counsel Privileged Communications”), without any waiver thereof. SPAC, the Acquisition Entities and the Company, Amalgamation Sub and/or together with any member of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the PropertyGuru GroupSPAC Counsel Privileged Communications, on whether located in the one handrecords or email server of SPAC and its Subsidiaries, and Latham, on in any Action against or involving any of the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the PropertyGuru Group parties after the Amalgamation Closing, and shall SPAC, the Acquisition Entities and the Company agree not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, assert that any privileged communications or information shared by Acquiror prior privilege has been waived as to the Amalgamation Closing with the Company under a common interest agreement shall remain the privileged communications or information SPAC Counsel Privileged Communications, by virtue of the Surviving CorporationTransactions.

Conflicts and Privilege. (a) AcquirorEach of the parties hereto acknowledges and agrees, the Company, PubCo on its own behalf and Amalgamation Sub, on behalf of their respective successors its Representatives and assigns Affiliates, that: (including, after the Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Amalgamation Closing between or among (xi) the Sponsor, the shareholders or holders of other equity interests of Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Bridgetown 2 Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the PropertyGuru Group, on the other hand, any legal counsel, including Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Skadden”)has acted as counsel to Transferor and the Acquired Companies and their Representatives and Affiliates, that represented Acquiror and/or the Sponsor prior to the Amalgamation Closing may represent the Sponsor and/or any other member of the Bridgetown 2 Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, execution and delivery of this Agreement and performance under, or any dispute or Action arising out the consummation of or relating to, this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby) between or among Acquiror, the Sponsor and/or any other member of the Bridgetown 2 Group, on the one hand, hereby. Parent and Skadden, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Bridgetown 2 Group after the Amalgamation ClosingAcquiror agree, and shall not pass cause the Acquired Companies to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoingagree, any privileged communications or information shared by the Company or Amalgamation Sub prior to the Amalgamation Closing with Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Company. (b) Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or following consummation of the transactions contemplated hereby arises after the Amalgamation Closing between or among (x) the shareholders or holders of other equity interests hereby, such representation and any prior representation of the Company, Amalgamation Sub and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “PropertyGuru Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Bridgetown 2 Group, on the other hand, any legal counsel, including Acquired Companies by ▇▇▇▇▇▇ & Whitney LLP shall not preclude ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Latham”), that represented the Company prior or any successor) from serving as counsel to the Amalgamation Closing may represent any member of Transferor and its Representatives and Affiliates (other than the PropertyGuru Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror, the Company and/or Amalgamation Sub in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), and further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made Acquired Companies) in connection with the negotiationany litigation, preparation, execution, delivery and performance under, claim or any dispute or Action obligation arising out of or relating to, to this Agreement, any other Transaction Documents Agreement or the transactions contemplated hereby hereby; and (ii) Parent and Acquiror shall not, and shall cause the Acquired Companies not to, seek or therebyhave ▇▇▇▇▇▇ & Whitney LLP (or any successor) between or among disqualified from any such representation based on the Company, Amalgamation Sub and/or any member prior representation of the PropertyGuru GroupAcquired Companies by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. Each of the Parties hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each of the Parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 7.17(a) shall not be deemed exclusive of any other rights to which ▇▇▇▇▇▇ & Whitney LLP (or any successor) is entitled whether pursuant to law, contract or otherwise. (b) All communications between the Transferor, Acquired Companies and their Representatives and Affiliates, on the one hand, and Latham▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the “Privileged Communications”) shall be deemed to be attorney/-client privilege privileged and the expectation of client confidence relating thereto shall survive the Merger and belong solely to the PropertyGuru Group after the Amalgamation Closing, Transferor and shall not pass to or be claimed by Parent, Acquiror or controlled by the Surviving CorporationAcquired Companies. Notwithstanding Accordingly, Parent, Acquiror and the Acquired Companies shall not have access to any Privileged Communications or to the files of ▇▇▇▇▇▇ & Whitney LLP (or any successor) relating to such engagement from and after the Closing and may not use or rely on any Privileged Communications in any claim, dispute, action, suit or proceeding against or involving Transferor or the Stockholders or their respective Representatives and successors. Without limiting the generality of the foregoing, from and after the Closing, (i) Transferor (and not Parent, Acquiror or the Acquired Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Parent, Acquiror or the Acquired Companies shall be a holder thereof, (ii) to the extent that files of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or any privileged successor) in respect of such engagement constitute property of the client, only Transferor (and not Parent, Acquiror or the Acquired Companies) shall hold such property rights and (iii) ▇▇▇▇▇▇ & Whitney LLP (or any successor) shall have no duty whatsoever to reveal or disclose any such attorney-client communications or information shared files to Parent, Acquiror or the Acquired Companies by Acquiror reason of any attorney-client relationship between or among ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or any successor) and any Acquired Companies or otherwise. (c) This Section 7.17 is intended for the benefit of, and shall be enforceable by, ▇▇▇▇▇▇ & Whitney LLP (or any successor). This Section 7.17 shall be irrevocable, and no term of this Section 7.17 may be amended, waived or modified, without the prior to the Amalgamation Closing with the Company under a common interest agreement shall remain the privileged communications or information written consent of the Surviving Corporation▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP.

Conflicts and Privilege. (a) Acquiror, the Company, PubCo Companies and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), Holder hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Amalgamation Closing between or among (x) Acquiror, the SCH Designated Directors and/or the Sponsor, the shareholders or holders of other equity interests of Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Bridgetown 2 Group”), on the one hand, and (y) the Surviving Corporation Companies and/or any member of the PropertyGuru GroupHolder, on the other hand, any legal counsel, counsel (including Skadden, Arps, Slate, ▇M▇▇▇▇▇▇ & ▇F▇▇▇ LLP (“Skadden”), LLP) that represented Acquiror Acquiror, the SCH Designated Directors and/or the Sponsor prior to the Amalgamation Closing may represent the SCH Designated Directors and/or the Sponsor and/or any other member of the Bridgetown 2 Group in such dispute even though the interests of such Persons the SCH Designated Directors and/or the Sponsor may be directly adverse to the Surviving CorporationAcquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Surviving Corporation SCH Designated Directors and/or the Sponsor. Acquiror, the Company Companies and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), Holder further agree that, as to all legally privileged communications prior to the Amalgamation Closing between or among any legal counsel (made including Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP) that represented Acquiror, the SCH Designated Directors and/or Sponsor prior to the Closing and any one or more such Persons that relate in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Document or way to the transactions contemplated hereby or thereby) between or among Acquiror, the Sponsor and/or any other member of the Bridgetown 2 Group, on the one hand, and Skadden, on the other handhereby, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong belongs to the Bridgetown 2 Group after the Amalgamation ClosingSCH Designated Directors and may be controlled by such SCH Designated Directors, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Surviving CorporationClosing), the Companies and the Holder; provided that the SCH Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Company or Amalgamation Sub Companies prior to the Amalgamation Closing with Acquiror Acquiror, the Sponsor or the Sponsor SCH Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the CompanySurviving Companies. (b) Acquiror, Acquiror and the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), Companies hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Amalgamation Closing between or among (x) the shareholders or holders of other equity interests of Holder Designated Directors and/or the Company, Amalgamation Sub and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “PropertyGuru Group”)Holder, on the one hand, and (y) the Surviving Corporation Companies and/or any member of the Bridgetown 2 GroupAcquiror, on the other hand, any legal counsel, counsel (including L▇▇▇▇▇ & W▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Latham”), LLP) that represented the Company Holder Designated Directors and/or the Holder prior to the Amalgamation Closing may represent any member of the PropertyGuru Group Holder Designated Directors and/or the Holder in such dispute even though the interests of such Persons the Holder Designated Directors and/or the Holder may be directly adverse to the Surviving CorporationAcquiror and/or the Companies, and even though such counsel may have represented Acquiror, Acquiror and/or the Company and/or Amalgamation Sub Companies in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation ClosingCompanies, the Surviving Corporation), Holder Designated Directors and/or the Holder. Acquiror and the Companies further agree that, as to all legally privileged communications prior to the Amalgamation Closing between or among any legal counsel (made including L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP) that represented the Companies, the Holder Designated Directors and/or the Holder prior to the Closing and any one or more such Persons that relate in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents or way to the transactions contemplated hereby or thereby) between or among the Company, Amalgamation Sub and/or any member of the PropertyGuru Group, on the one hand, and Latham, on the other handhereby, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong belongs to the PropertyGuru Group after Holder and/or the Amalgamation ClosingHolder Designated Directors and may be controlled by the Holder and/or such SCH Designated Directors, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Surviving CorporationClosing) or the Companies; provided that the Holder and/or the Holder Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror prior to the Amalgamation Closing with the Company Holder or the Holder Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationCompanies.

Conflicts and Privilege. (a) Acquiror, the The Company, PubCo AMHC and Amalgamation Merger Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation)assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Amalgamation Closing between or among (xi) the Sponsor, the shareholders or holders of other equity interests of Acquiror AMHC or the Sponsor and/or or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany after the Closing) (collectively, the “Bridgetown 2 Sponsor Group”), on the one hand, and (yii) the Surviving Corporation Company and/or AMHC after the Closing or any member of the PropertyGuru Groupshareholders or holders of other equity interests of the Company prior to the Closing or any of their respective directors, members, partners, officers, employees or Affiliates, on the other hand, any legal counsel, including Skadden, Arps, Slate, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ and ▇▇▇▇ LLP (“SkaddenWilmerHale”), that which represented Acquiror and/or AMHC or the Sponsor prior to the Amalgamation Closing Closing, may represent the Sponsor and/or or any other member of the Bridgetown 2 Group Sponsor Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany and/or AMHC, and even though such counsel may have represented Acquiror AMHC in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or Company, AMHC or the Sponsor. AcquirorThe Company, the Company AMHC and Amalgamation Merger Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving CorporationCompany), further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action action arising out of or relating to, this Agreement, any other Transaction Document Ancillary Agreements or the transactions contemplated hereby or thereby) between or among AcquirorAMHC, the Sponsor and/or or any other member of the Bridgetown 2 Sponsor Group, on the one hand, and SkaddenWilmerHale, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and transactions contemplated by this Agreement and, after the Closing, belong to the Bridgetown 2 Group after the Amalgamation ClosingSponsor Group, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany or AMHC. Notwithstanding the foregoing, any privileged communications or information shared by the Company or Amalgamation Sub prior to the Amalgamation Closing with Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Company. (b) Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event that a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Amalgamation Closing between or among (x) the shareholders or holders of other equity interests of the Company, Amalgamation Sub and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “PropertyGuru Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Bridgetown 2 Group, on the other hand, any legal counsel, including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Latham”), that represented the Company prior to the Amalgamation Closing may represent any member of the PropertyGuru Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror, the Company and/or Amalgamation Sub in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), and further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company, Amalgamation Sub and/or any member of the PropertyGuru Sponsor Group, on the one hand, and Lathama third party other than the Sponsor Group, on the other hand, AMHC and the Company Group may assert the attorney/-client privilege and the expectation to prevent disclosure of client confidence shall survive the Merger and belong confidential communications to the PropertyGuru Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror prior to the Amalgamation Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporationsuch third party.

Conflicts and Privilege. Each of the Parties hereto acknowledges and agrees that ▇▇▇▇▇▇▇ Procter LLP (a“▇▇▇▇▇▇▇”) Acquirorhas acted as counsel to the Company Entities, their Subsidiaries and the Company, PubCo and Amalgamation Sub, on behalf Seller in connection with the negotiation of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or and consummation of the transactions contemplated hereby. The Purchaser hereby arises after the Amalgamation Closing between or among (x) the Sponsor, the shareholders or holders of other equity interests of Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Bridgetown 2 Group”), on the one handconsents and agrees to, and (y) irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with, and agrees to cause the Surviving Corporation and/or Company Entities and their Subsidiaries to consent and agree to and irrevocably waive and not assert any member conflict of the PropertyGuru Group, on the other hand, any legal counsel, including Skadden, Arps, Slateinterest arising from or in connection with, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Skadden”)representing the Seller after the Closing, that represented Acquiror and/or the Sponsor prior including with respect to the Amalgamation Closing may represent the Sponsor and/or any other member of the Bridgetown 2 Group disputes in such dispute even though which the interests of such Persons the Seller may be directly adverse to the Surviving Corporation, Purchaser and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. Acquiror, its Affiliates (including the Company Entities and Amalgamation Subtheir Subsidiaries). The Purchaser further agrees, on behalf of their respective successors and assigns (includingitself and, after the Amalgamation Closing, on behalf of the Surviving Corporation)Company Entities and their Subsidiaries, further agree thatthat all communications in any form or format whatsoever between or among any of ▇▇▇▇▇▇▇, as the Seller, the Company Entities and/or any of their Subsidiaries, or any of their respective directors, officers, employees or other representatives that relate in any way to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery documentation and performance under, or any dispute or Action arising out consummation of or relating to, this Agreement, any other the Transaction Document or the transactions contemplated hereby or thereby) between or among Acquiror(collectively, the Sponsor and/or any other member of the Bridgetown 2 Group“Deal Communications”) shall be deemed to be retained and owned by Seller, on the one hand, and Skadden, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Bridgetown 2 Group after the Amalgamation Closingbe controlled by Seller, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company or Amalgamation Sub prior to the Amalgamation Closing with Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Company. (b) AcquirorPurchaser, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement Entities or the transactions contemplated hereby arises after the Amalgamation Closing between or among (x) the shareholders or holders of other equity interests of the Company, Amalgamation Sub and/or any of their respective directors, members, partners, officers, employees or Affiliates Subsidiaries. All Deal Communications that are attorney-client privileged (other than the Surviving Corporation) (collectively, the “PropertyGuru GroupPrivileged Deal Communications”), on the one hand, and (y) the Surviving Corporation and/or any member of the Bridgetown 2 Group, on the other hand, any legal counsel, including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Latham”), that represented the Company prior to the Amalgamation Closing may represent any member of the PropertyGuru Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror, the Company and/or Amalgamation Sub in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, shall remain privileged after the Amalgamation Closing, Closing and the Surviving Corporation), and further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company, Amalgamation Sub and/or any member of the PropertyGuru Group, on the one hand, and Latham, on the other hand, the attorney/client privilege and the expectation of client confidence relating thereto shall survive the Merger and belong solely to the PropertyGuru Group after the Amalgamation ClosingSeller, shall be controlled by Seller and shall not pass to or be claimed by Purchaser, the Company Entities or controlled by the Surviving Corporationany of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, any privileged Company Entity or a Subsidiary, on the one hand, and a third party other than the Seller, on the other hand, the Purchaser, the Company Entities or the Subsidiaries may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided, however, that none of the Purchaser, the Company Entities or any Subsidiary may waive such privilege without the prior written consent of Seller. In the event that the Purchaser, any Company Entity or any of their Subsidiaries is legally required by Order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, the Purchaser shall promptly (and, in any event, within five (5) Business Days) notify Seller in writing (including by making specific reference to this Section) so that Seller can seek a protective order and the Purchaser agrees to use all commercially reasonable efforts (at the sole expense of Seller) to assist therewith. To the extent that files or other materials maintained by ▇▇▇▇▇▇▇ constitute property of its clients, only Seller shall hold such property rights and ▇▇▇▇▇▇▇ shall have no duty to reveal or disclose any such files or other materials or any Privileged Deal Communications by reason of any attorney-client relationship between ▇▇▇▇▇▇▇, on the one hand, and any Company Entity or its Subsidiaries, on the other hand. The Purchaser agrees that it will not, and that it will cause the Company Entities and their Subsidiaries not to, (i) intentionally access or use the Privileged Deal Communications, including by way of review of any electronic data, communications or information shared other information, or by Acquiror prior seeking to have Seller waive the attorney-client or other privilege, or by otherwise asserting that the Purchaser, any Company Entity or any of the Company Entities’ Subsidiaries has the right to waive the attorney-client or other privilege or (ii) seek to obtain the Privileged Deal Communications from ▇▇▇▇▇▇▇. Notwithstanding the foregoing, Purchaser shall not be in breach of this Agreement solely as a result of inadvertent access to any Privileged Deal Communications. Seller acknowledges and agree that, except as otherwise set forth above relating to the Amalgamation Closing with Privileged Deal Communications, all other confidential and privileged information relating to the Company under a common interest agreement Entities and its Subsidiaries belong to the Company Entities and the Subsidiaries and, following the Closing, Purchaser shall remain the privileged communications or information of the Surviving Corporationhave full rights with respect thereto.

Conflicts and Privilege. (a) Acquiror, the Company, PubCo and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Amalgamation Closing between or among (x) the Sponsor, the shareholders or holders of other equity interests of Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Bridgetown 2 Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the PropertyGuru Group, on the other hand, any legal counsel, including Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Skadden”), that represented Acquiror and/or the Sponsor prior to the Amalgamation Closing may represent the Sponsor and/or any other member of the Bridgetown 2 Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby) between or among Acquiror, the Sponsor and/or any other member of the Bridgetown 2 Group, on the one hand, and Skadden, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Bridgetown 2 Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company or Amalgamation Sub prior to the Amalgamation Closing with Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Company. (b) Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Amalgamation Closing between or among (x) the shareholders or holders of other equity interests of the Company, Amalgamation Sub and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “PropertyGuru Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Bridgetown 2 Group, on the other hand, any legal counsel, including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Latham”), that represented the Company prior to the Amalgamation Closing may represent any member of the PropertyGuru Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror, the Company and/or Amalgamation Sub in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), and further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company, Amalgamation Sub and/or any member of the PropertyGuru Group, on the one hand, and Latham▇▇▇▇▇▇, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the PropertyGuru Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror prior to the Amalgamation Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation.

Conflicts and Privilege. (a) Acquiror, the Company, PubCo and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Amalgamation Closing between or among (xi) the SponsorFounder, the shareholders or holders of other equity interests of Acquiror or the Sponsor Founder and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “Bridgetown 2 Acquiror Group”), on the one hand, and (yii) the Surviving Corporation Company and/or any member of the PropertyGuru Company Group, on the other hand, any legal counsel, including Skadden, Arps, Slate, Winston & S▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“SkaddenWinston”), that represented Acquiror and/or the Sponsor Founder prior to the Amalgamation Closing may represent the Sponsor Founder and/or any other member of the Bridgetown 2 Acquiror Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation Company and/or the SponsorFounder. Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving CorporationCompany), further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby) between or among Acquiror, the Sponsor Founder and/or any other member of the Bridgetown 2 Acquiror Group, on the one hand, and SkaddenW▇▇▇▇▇▇, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Bridgetown 2 Acquiror Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by the Company or Amalgamation Sub prior to the Amalgamation Closing with Acquiror or the Sponsor Founder under a common interest agreement shall remain the privileged communications or information of the Company. (b) Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving CorporationCompany), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Amalgamation Closing between or among (xi) the shareholders or holders of other equity interests of the Company, Amalgamation Sub and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving CorporationCompany) (collectively, the “PropertyGuru Company Group”), on the one hand, and (yii) the Surviving Corporation Company and/or any member of the Bridgetown 2 Acquiror Group, on the other hand, any legal counsel, including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“LathamOrtoli Rosenstadt LLP”), that represented the Company prior to the Amalgamation Closing may represent any member of the PropertyGuru Company Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving CorporationCompany, and even though such counsel may have represented Acquiror, the Company and/or Amalgamation Sub in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving CorporationCompany, Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving CorporationCompany), and further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company, Amalgamation Sub and/or any member of the PropertyGuru Company Group, on the one hand, and LathamO▇▇▇▇▇ R▇▇▇▇▇▇▇▇▇ LLP, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the PropertyGuru Company Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by the Surviving CorporationCompany. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror prior to the Amalgamation Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationCompany.

Conflicts and Privilege. (a) Acquiror, SPAC and the Company, PubCo and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), Company hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Amalgamation Closing between or among (x) the SPAC and/or Sponsor, the shareholders or holders of other equity interests of Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Bridgetown 2 Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the PropertyGuru GroupCompany, PubCo, Merger Sub 1, Merger Sub 2, on the other hand, any legal counsel, including Skadden, Arps, Slate, ▇▇▇▇▇▇▇ that Loeb & ▇▇▇▇ Loeb LLP (“Skadden”), or any of its successors) that represented Acquiror SPAC and/or the Sponsor prior to the Amalgamation Closing (“Prior SPAC Counsel”) may represent the Sponsor and/or any other member of the Bridgetown 2 Group in such dispute even though the interests of such Persons Sponsor may be directly adverse to the Surviving CorporationSPAC, and even though such counsel may have represented Acquiror SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation SPAC and/or the Sponsor. Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby) All communication between or among Acquiror, the Sponsor and/or any other member of the Bridgetown 2 GroupPrior SPAC Counsel, on the one hand, and SkaddenSPAC or Sponsor, on the other hand, shall remain privileged after the attorney/client Closing and the privilege and the expectation of client confidence relating thereto shall survive the Merger and belong solely to the Bridgetown 2 Group after Sponsor, shall be controlled by the Amalgamation Closing, Sponsor and shall not pass to or be claimed by Company, SPAC, PubCo or controlled by the Surviving CorporationCorporation following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Company or Amalgamation Sub prior to the Amalgamation Closing with Acquiror SPAC or the Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the CompanyCompany following the Closing. (b) Acquiror, the The Company and Amalgamation Subfurther agrees, on behalf of their respective successors and assigns (includingitself and, after the Amalgamation Closing, on behalf of SPAC, PubCo and the Surviving Corporation)Caravelle Companies, hereby agree that, that all communications in the event a dispute with respect to this Agreement any form or the transactions contemplated hereby arises after the Amalgamation Closing format whatsoever between or among (x) any of Prior SPAC Counsel, SPAC or the shareholders Sponsor, or holders of other equity interests of the Company, Amalgamation Sub and/or any of their respective directorsRepresentatives that relate in any way to the negotiation, membersdocumentation and consummation of the Transactions or, partnersbeginning on the date of this Agreement, officers, employees or Affiliates (other than the Surviving Corporation) any dispute arising under this Agreement (collectively, the “PropertyGuru GroupSPAC Deal Communications”)) shall be deemed to be retained and owned collectively by Sponsor, on the one hand, and (y) the Surviving Corporation and/or any member of the Bridgetown 2 Group, on the other hand, any legal counsel, including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Latham”), that represented the Company prior to the Amalgamation Closing may represent any member of the PropertyGuru Group in such dispute even though the interests of such Persons may shall be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror, the Company and/or Amalgamation Sub in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), and further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company, Amalgamation Sub and/or any member of the PropertyGuru Group, on the one hand, and Latham, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the PropertyGuru Group after the Amalgamation Closing, controlled by Sponsor and shall not pass to or be claimed by SPAC, PubCo or the Caravelle Companies after the Closing. All SPAC Deal Communications that are attorney-client privileged (the “Privileged SPAC Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by SPAC, PubCo or the Surviving Corporation. Caravelle Companies after the Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by the Sponsor or any of its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (c) Notwithstanding the foregoing, in the event that a dispute arises between SPAC, PubCo or the Caravelle Companies, on the one hand, and a third party other than Sponsor, on the other hand, the Sponsor may assert the attorney-client privilege to prevent the disclosure of the Privileged SPAC Deal Communications to such third party; provided, however, that neither SPAC nor the Caravelle Companies may waive such privilege with respect to Privileged Company Deal Communications without the prior written consent of Surviving Corporation. In the event that SPAC, PubCo or the Caravelle Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged SPAC Deal Communications, PubCo shall as promptly as practicable (and, in any privileged event, within two (2) Business Days) after becoming aware thereof notify Sponsor in writing (including by making specific reference to this Section 11.18) so that Sponsor can seek a protective order and SPAC, PubCo and the Caravelle Companies agree to use all commercially reasonable efforts to assist therewith. (d) To the extent that files or other materials maintained by Prior SPAC Counsel constitute property of its clients, only Sponsor shall hold such property rights and Prior SPAC Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged SPAC Deal Communications by reason of any attorney-client relationship between Prior SPAC Counsel, on the one hand, and SPAC, PubCo or any Caravelle Companies after the Closing, on the other hand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (e) The Company agrees on behalf of itself and SPAC, PubCo and the Caravelle Companies after the Closing, (i) to the extent that SPAC or, after the Closing, PubCo or the Caravelle Companies receives or takes physical possession of any SPAC Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by Sponsor or any other Person, of the privileges or protections described in this Section 11.18, and (b) neither SPAC, PubCo nor the Caravelle Companies after the Closing shall assert any claim that Sponsor or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the SPAC Deal Communications, including by way of review of any electronic data, communications or information shared other information, or by Acquiror seeking to have SPAC, PubCo or any Caravelle Company waive the attorney-client or other privilege, or by otherwise asserting that SPAC, PubCo or the Caravelle Companies after the Closing has the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the SPAC Deal Communications from Prior SPAC Counsel so long as such SPAC Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (f) Each of the parties hereto acknowledges and agrees that ▇▇▇ ▇▇ Law Offices LLC (“Prior Company Counsel”) has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement, the Ancillary Agreements and the Transactions. In connection with any matter or dispute under this Agreement, SPAC hereby irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with (i) Prior Company Counsel’s prior representation of the Company and (ii) Prior Company Counsel’s representation of any member of the Caravelle Companies (collectively, the “Company Advised Parties”) prior to and after the Amalgamation Closing with Closing. (g) SPAC further agrees that all communications in any form or format whatsoever between or among any of Prior Company Counsel, the Company, any of the Caravelle Companies, or PubCo or the Acquisition Entities or any of their respective Representatives that relate in any way to the negotiation, documentation and consummation of the Transactions or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the “Company Deal Communications”) shall be deemed to be retained and owned collectively by the Company under a common interest agreement Advised Parties, shall be controlled by Surviving Corporation on behalf of the Caravelle Companies and shall not pass to or be claimed by SPAC. All Company Deal Communications that are attorney-client privileged (the “Privileged Company Deal Communications”) shall remain privileged after the privileged Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Surviving Corporation and the Company, shall be controlled by Surviving Corporation on behalf of the Company and shall not pass to or be claimed by SPAC; provided, further, that nothing contained herein shall be deemed to be a waiver by SPAC or any of its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (h) Notwithstanding the foregoing, in the event that a dispute arises between SPAC or the Caravelle Companies, PubCo or the Acquisition Entities, on the one hand, and a third party other than Sponsor, on the other hand, SPAC or the Caravelle Companies may assert the attorney-client privilege to prevent the disclosure of the Privileged Company Deal Communications to such third party; provided, however, that neither SPAC nor the Caravelle Companies may waive such privilege with respect to Privileged Company Deal Communications without the prior written consent of Surviving Corporation. In the event that SPAC or the Caravelle Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged Company Deal Communications, SPAC shall as promptly as practicable (and, in any event, within two (2) Business Days) after becoming aware thereof notify Surviving Corporation in writing (including by making specific reference to this Section 11.8) so that Surviving Corporation can seek a protective order and SPAC agrees to use all commercially reasonable efforts to assist therewith. (i) To the extent that files or other materials maintained by Prior Company Counsel constitute property of its clients, only Surviving Corporation and the Company Advised Parties shall hold such property rights and Prior Company Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged Company Deal Communications by reason of any attorney-client relationship between Prior Company Counsel, on the one hand, and the Caravelle Companies after the Closing, on the other hand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (j) SPAC agrees (i) to the extent that SPAC receives or takes physical possession of any Company Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by any of the Company Advised Parties or any other Person, of the privileges or protections described in this Section 11.18, and (b) SPAC shall not assert any claim that any of the Company Advised Parties or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the Company Deal Communications, including by way of review of any electronic data, communications or information of other information, or by seeking to have Surviving Corporation waive the Surviving Corporationattorney-client or other privilege, or by otherwise asserting that SPAC has the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the Company Deal Communications from Prior Company Counsel so long as such Company Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party.

Conflicts and Privilege. (a) Acquiror, SPAC and the Company, PubCo and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), Company hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby Transactions arises after the Amalgamation Closing between or among (x) the SPAC and/or Sponsor, the shareholders or holders of other equity interests of Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Bridgetown 2 Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the PropertyGuru GroupCompany, PubCo, Merger Sub 1, Merger Sub 2, on the other hand, any legal counsel, including Skadden, Arps, Slate, ▇▇▇▇▇▇▇ that Loeb & ▇▇▇▇ Loeb LLP (“Skadden”), or any of its successors) that represented Acquiror SPAC and/or the Sponsor prior to the Amalgamation Closing (“Prior SPAC Counsel”) may represent the Sponsor and/or any other member of the Bridgetown 2 Group in such dispute even though the interests of such Persons Sponsor may be directly adverse to the Surviving CorporationSPAC, and even though such counsel may have represented Acquiror SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation SPAC and/or the Sponsor. Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby) All communication between or among Acquiror, the Sponsor and/or any other member of the Bridgetown 2 GroupPrior SPAC Counsel, on the one hand, and SkaddenSPAC or Sponsor, on the other hand, shall remain privileged after the attorney/client Closing and the privilege and the expectation of client confidence relating thereto shall survive the Merger and belong solely to the Bridgetown 2 Group after Sponsor, shall be controlled by the Amalgamation Closing, Sponsor and shall not pass to or be claimed by Company, SPAC, PubCo or controlled by the Surviving CorporationCorporation following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Company or Amalgamation Sub prior to the Amalgamation Closing with Acquiror SPAC or the Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the CompanyCompany following the Closing. (b) Acquiror, the The Company and Amalgamation Subfurther agrees, on behalf of their respective successors and assigns (includingitself and, after the Amalgamation Closing, on behalf of SPAC, PubCo and the Surviving Corporation)Caravelle Companies, hereby agree that, that all communications in the event a dispute with respect to this Agreement any form or the transactions contemplated hereby arises after the Amalgamation Closing format whatsoever between or among (x) any of Prior SPAC Counsel, SPAC or the shareholders Sponsor, or holders of other equity interests of the Company, Amalgamation Sub and/or any of their respective directorsRepresentatives that relate in any way to the negotiation, membersdocumentation and consummation of the Transactions or, partnersbeginning on the date of this Agreement, officers, employees or Affiliates (other than the Surviving Corporation) any dispute arising under this Agreement (collectively, the “PropertyGuru GroupSPAC Deal Communications”)) shall be deemed to be retained and owned collectively by Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by SPAC, PubCo or the Caravelle Companies after the Closing. All SPAC Deal Communications that are attorney-client privileged (the “Privileged SPAC Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by SPAC, PubCo or the Caravelle Companies after the Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by the Sponsor or any of its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (c) Notwithstanding the foregoing, in the event that a dispute arises between SPAC, PubCo or the Caravelle Companies, on the one hand, and (y) the Surviving Corporation and/or any member of the Bridgetown 2 Groupa third party other than Sponsor, on the other hand, the Sponsor may assert the attorney-client privilege to prevent the disclosure of the Privileged SPAC Deal Communications to such third party; provided, however, that neither SPAC nor the Caravelle Companies may waive such privilege with respect to Privileged Company Deal Communications without the prior written consent of Surviving Corporation. In the event that SPAC, PubCo or the Caravelle Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged SPAC Deal Communications, PubCo shall as promptly as practicable (and, in any legal counselevent, within two (2) Business Days) after becoming aware thereof notify Sponsor in writing (including by making specific reference to this Section 11.18) so that Sponsor can seek a protective order and SPAC, PubCo and the Caravelle Companies agree to use all commercially reasonable efforts to assist therewith. (d) To the extent that files or other materials maintained by Prior SPAC Counsel constitute property of its clients, only Sponsor shall hold such property rights and Prior SPAC Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged SPAC Deal Communications by reason of any attorney-client relationship between Prior SPAC Counsel, on the one hand, and SPAC, PubCo or any Caravelle Companies after the Closing, on the other hand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (e) The Company agrees on behalf of itself and SPAC, PubCo and the Caravelle Companies after the Closing, (i) to the extent that SPAC or, after the Closing, PubCo or the Caravelle Companies receives or takes physical possession of any SPAC Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by Sponsor or any other Person, of the privileges or protections described in this Section 11.18, and (b) neither SPAC, PubCo nor the Caravelle Companies after the Closing shall assert any claim that Sponsor or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the SPAC Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have SPAC, PubCo or any Caravelle Company waive the attorney-client or other privilege, or by otherwise asserting that SPAC, PubCo or the Caravelle Companies after the Closing has the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the SPAC Deal Communications from Prior SPAC Counsel so long as such SPAC Deal Communications would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (f) Each of the parties hereto acknowledges and agrees that ▇▇▇ ▇▇ Law Offices LLC has acted as counsel to the Company in various matters involving a range of issues and as counsel to the Company in connection with the negotiation of the Original Agreement, the Ancillary Agreements and the Transactions. In connection with any matter or dispute under this Agreement, and ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (together with ▇▇▇ ▇▇ Law Office LLC, “LathamPrior Company Counsel”), that represented ) has acted as counsel to the Company prior in various matters involving a range of issues and as counsel to the Amalgamation Closing may represent Company in connection with the negotiation of this Agreement, the Ancillary Agreements and the Transactions. In connection with any matter or dispute under this Agreement, SPAC hereby irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with (i) Prior Company Counsel’s prior representation of the Company and (ii) Prior Company Counsel’s representation of any member of the PropertyGuru Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented AcquirorCaravelle Companies (collectively, the “Company and/or Amalgamation Sub Advised Parties”) prior to and after the Closing. (g) SPAC further agrees that all communications in a matter substantially related to such disputeany form or format whatsoever between or among any of Prior Company Counsel, the Company, any of the Caravelle Companies, or may be handling ongoing matters for PubCo or the Surviving Corporation, Acquiror, the Company and Amalgamation Sub, on behalf Acquisition Entities or any of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), and further agree that, as Representatives that relate in any way to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparationdocumentation and consummation of the Transactions or, execution, delivery and performance under, or any dispute or Action arising out beginning on the date of or relating to, this Agreement, any other Transaction Documents or dispute arising under this Agreement (collectively, the transactions contemplated hereby or thereby“Company Deal Communications”) between or among shall be deemed to be retained and owned collectively by the CompanyCompany Advised Parties, Amalgamation Sub and/or any member shall be controlled by Surviving Corporation on behalf of the PropertyGuru Group, on the one hand, and Latham, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the PropertyGuru Group after the Amalgamation Closing, Caravelle Companies and shall not pass to or be claimed or by SPAC. All Company Deal Communications that are attorney-client privileged (the “Privileged Company Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Surviving Corporation and the Company, shall be controlled by Surviving Corporation on behalf of the Surviving Corporation. Company and shall not pass to or be claimed by SPAC; provided, further, that nothing contained herein shall be deemed to be a waiver by SPAC or any of its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (h) Notwithstanding the foregoing, in the event that a dispute arises between SPAC or the Caravelle Companies, PubCo or the Acquisition Entities, on the one hand, and a third party other than Sponsor, on the other hand, SPAC or the Caravelle Companies may assert the attorney-client privilege to prevent the disclosure of the Privileged Company Deal Communications to such third party; provided, however, that neither SPAC nor the Caravelle Companies may waive such privilege with respect to Privileged Company Deal Communications without the prior written consent of Surviving Corporation. In the event that SPAC or the Caravelle Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged Company Deal Communications, SPAC shall as promptly as practicable (and, in any privileged event, within two (2) Business Days) after becoming aware thereof notify Surviving Corporation in writing (including by making specific reference to this Section 11.8) so that Surviving Corporation can seek a protective order and SPAC agrees to use all commercially reasonable efforts to assist therewith. (i) To the extent that files or other materials maintained by Prior Company Counsel constitute property of its clients, only Surviving Corporation and the Company Advised Parties shall hold such property rights and Prior Company Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged Company Deal Communications by reason of any attorney-client relationship between Prior Company Counsel, on the one hand, and the Caravelle Companies after the Closing, on the other hand so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (j) SPAC agrees (i) to the extent that SPAC receives or takes physical possession of any Company Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by any of the Company Advised Parties or any other Person, of the privileges or protections described in this Section 11.18, and (b) SPAC shall not assert any claim that any of the Company Advised Parties or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the Company Deal Communications, including by way of review of any electronic data, communications or information shared other information, or by Acquiror prior seeking to have Surviving Corporation waive the Amalgamation Closing with attorney-client or other privilege, or by otherwise asserting that SPAC has the right to waive the attorney-client or other privilege and (iii) not to seek to obtain the Company under Deal Communications from Prior Company Counsel so long as such Company Deal Communications would be subject to a common interest agreement shall remain the privileged communications privilege or information of the Surviving Corporationprotection if they were being requested in a proceeding by an unrelated third party.

Conflicts and Privilege. (a) AcquirorEach of SPAC, the Company, PubCo Acquisition Entities and Amalgamation Sub, the Company hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including, including after the Amalgamation Closing, the Third Surviving CorporationCompany) (all such parties, the “W&C Waiving Parties”), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Amalgamation Closing between or among that White & Case LLP (x“W&C”) the Sponsor, may represent the shareholders or holders of other equity interests of Acquiror the Company or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Third Surviving CorporationCompany) (collectively, the “Bridgetown 2 W&C WP Group”), on in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any other Transaction Documents or the one handtransactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other W&C Waiving Parties, and each of SPAC and the Company on behalf of itself and the W&C Waiving Parties hereby consents thereto and irrevocably waives (yand will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to W&C’s prior representation of the Surviving Corporation and/or Company, its Subsidiaries or of W&C Waiving Parties. SPAC and the Company, for itself and the W&C Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the PropertyGuru GroupW&C WP Group and W&C, on the other hand, any legal counsel, including Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Skadden”), that represented Acquiror and/or the Sponsor prior to the Amalgamation Closing may represent the Sponsor and/or any other member of the Bridgetown 2 Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance underdelivery, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby) between or among Acquiror, the Sponsor and/or any other member of the Bridgetown 2 Group, on the one hand, and Skadden, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Bridgetown 2 Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company or Amalgamation Sub prior to the Amalgamation Closing with Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Company. (b) Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Amalgamation Closing between or among (x) the shareholders or holders of other equity interests of the Company, Amalgamation Sub and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “PropertyGuru Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Bridgetown 2 Group, on the other hand, any legal counsel, including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Latham”), that represented the Company prior to the Amalgamation Closing may represent any member of the PropertyGuru Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror, the Company and/or Amalgamation Sub in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), and further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby) between , or among any matter relating to any of the foregoing, are privileged communications that do not pass to the Third Surviving Company notwithstanding the Mergers, and instead survive, remain with and are controlled by the W&C WP Group (the “W&C Privileged Communications”), without any waiver thereof. SPAC and the Company, Amalgamation Sub and/or together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the W&C Privileged Communications, whether located in the records or email server of the Third Surviving Company and its Subsidiaries, in any Action against or involving any of the Parties after the Closing, and SPAC and the Company agree not to assert that any privilege has been waived as to the W&C Privileged Communications, by virtue of the Mergers. (b) Each of SPAC, the Acquisition Entities and the Company hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Third Surviving Company) (all such parties, the “Cooley Waiving Parties”), that ▇▇▇▇▇▇ LLP (“Cooley”) may represent the shareholders or holders of other equity interests of Sponsor or of SPAC or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Third Surviving Company) (collectively, the “▇▇▇▇▇▇ ▇▇ Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby, notwithstanding its prior representation of Sponsor, SPAC or other Cooley Waiving Parties. Each of SPAC and the Company, on behalf of itself and the Cooley Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to ▇▇▇▇▇▇’▇ prior representation of Sponsor, SPAC or other Cooley Waiving Parties. Each of SPAC and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between Sponsor, SPAC or any other member of the PropertyGuru ▇▇▇▇▇▇ ▇▇ Group, on the one hand, and LathamCooley, on the other hand, made prior to the attorney/client privilege Closing, in connection with the negotiation, preparation, execution, delivery, and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Third Surviving Company notwithstanding the Mergers, and instead survive, remain with and are controlled by the ▇▇▇▇▇▇ ▇▇ Group (the “Cooley Privileged Communications”), without any waiver thereof. SPAC and the expectation Company, together with any of client confidence shall survive their respective Affiliates, successors or assigns, agree that no Person may use or rely on any of the Merger Cooley Privileged Communications, whether located in the records or email server of the Third Surviving Company and belong to its Subsidiaries, in any Action against or involving any of the PropertyGuru Group Parties after the Amalgamation Closing, and shall SPAC and the Company agree not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, assert that any privileged communications or information shared by Acquiror prior privilege has been waived as to the Amalgamation Closing with the Company under a common interest agreement shall remain the privileged communications or information Cooley Privileged Communications, by virtue of the Surviving CorporationMergers.

Conflicts and Privilege. Each of the Parties hereto acknowledges and agrees that ▇▇▇▇▇▇▇ Procter LLP (a“▇▇▇▇▇▇▇”) Acquirorhas acted as counsel to the Company Entities, their Subsidiaries and the Company, PubCo and Amalgamation Sub, on behalf Seller in connection with the negotiation of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or and consummation of the transactions contemplated hereby. The Purchaser hereby arises after the Amalgamation Closing between or among (x) the Sponsor, the shareholders or holders of other equity interests of Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Bridgetown 2 Group”), on the one handconsents and agrees to, and (y) irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with, and agrees to cause the Surviving Corporation and/or Company Entities and their Subsidiaries to consent and agree to and irrevocably waive and not assert any member conflict of the PropertyGuru Group, on the other hand, any legal counsel, including Skadden, Arps, Slateinterest arising from or in connection with, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Skadden”)representing the Seller after the Closing, that represented Acquiror and/or the Sponsor prior including with respect to the Amalgamation Closing may represent the Sponsor and/or any other member of the Bridgetown 2 Group disputes in such dispute even though which the interests of such Persons the Seller may be directly adverse to the Surviving Corporation, Purchaser and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. Acquiror, its Affiliates (including the Company Entities and Amalgamation Subtheir Subsidiaries). The Purchaser further agrees, on behalf of their respective successors and assigns (includingitself and, after the Amalgamation Closing, on behalf of the Surviving Corporation)Company Entities and their Subsidiaries, further agree thatthat all communications in any form or format whatsoever between or among any of ▇▇▇▇▇▇▇, as the Seller, the Company Entities and/or any of their Subsidiaries, or any of their respective directors, officers, employees or other representatives that relate in any way to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery documentation and performance under, or any dispute or Action arising out consummation of or relating to, this Agreement, any other the Transaction Document or the transactions contemplated hereby or thereby) between or among Acquiror(collectively, the Sponsor and/or any other member of the Bridgetown 2 Group“Deal Communications”) shall be deemed to be retained and owned by Seller, on the one hand, and Skadden, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Bridgetown 2 Group after the Amalgamation Closingbe controlled by Seller, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company or Amalgamation Sub prior to the Amalgamation Closing with Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Company. (b) AcquirorPurchaser, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement Entities or the transactions contemplated hereby arises after the Amalgamation Closing between or among (x) the shareholders or holders of other equity interests of the Company, Amalgamation Sub and/or any of their respective directors, members, partners, officers, employees or Affiliates Subsidiaries. All Deal Communications that are attorney-client privileged (other than the Surviving Corporation) (collectively, the “PropertyGuru GroupPrivileged Deal Communications”), on the one hand, and (y) the Surviving Corporation and/or any member of the Bridgetown 2 Group, on the other hand, any legal counsel, including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Latham”), that represented the Company prior to the Amalgamation Closing may represent any member of the PropertyGuru Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror, the Company and/or Amalgamation Sub in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, shall remain privileged after the Amalgamation Closing, Closing and the Surviving Corporation), and further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company, Amalgamation Sub and/or any member of the PropertyGuru Group, on the one hand, and Latham, on the other hand, the attorney/client privilege and the expectation of client confidence relating thereto shall survive the Merger and belong solely to the PropertyGuru Group after the Amalgamation ClosingSeller, shall be controlled by Seller and shall not pass to or be claimed by Purchaser, the Company Entities or controlled by the Surviving Corporationany of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, any privileged Company Entity or a Subsidiary, on the one hand, and a third party other than the Seller, on the other hand, the Purchaser, the Company Entities or the Subsidiaries may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such - 52 - third party; provided, however, that none of the Purchaser, the Company Entities or any Subsidiary may waive such privilege without the prior written consent of Seller. In the event that the Purchaser, any Company Entity or any of their Subsidiaries is legally required by Order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, the Purchaser shall promptly (and, in any event, within five (5) Business Days) notify Seller in writing (including by making specific reference to this Section) so that Seller can seek a protective order and the Purchaser agrees to use all commercially reasonable efforts (at the sole expense of Seller) to assist therewith. To the extent that files or other materials maintained by ▇▇▇▇▇▇▇ constitute property of its clients, only Seller shall hold such property rights and ▇▇▇▇▇▇▇ shall have no duty to reveal or disclose any such files or other materials or any Privileged Deal Communications by reason of any attorney-client relationship between ▇▇▇▇▇▇▇, on the one hand, and any Company Entity or its Subsidiaries, on the other hand. The Purchaser agrees that it will not, and that it will cause the Company Entities and their Subsidiaries not to, (i) intentionally access or use the Privileged Deal Communications, including by way of review of any electronic data, communications or information shared other information, or by Acquiror prior seeking to have Seller waive the attorney-client or other privilege, or by otherwise asserting that the Purchaser, any Company Entity or any of the Company Entities’ Subsidiaries has the right to waive the attorney-client or other privilege or (ii) seek to obtain the Privileged Deal Communications from ▇▇▇▇▇▇▇. Notwithstanding the foregoing, Purchaser shall not be in breach of this Agreement solely as a result of inadvertent access to any Privileged Deal Communications. Seller acknowledges and agree that, except as otherwise set forth above relating to the Amalgamation Closing with Privileged Deal Communications, all other confidential and privileged information relating to the Company under a common interest agreement Entities and its Subsidiaries belong to the Company Entities and the Subsidiaries and, following the Closing, Purchaser shall remain the privileged communications or information of the Surviving Corporation.have full rights with respect thereto. [Signatures on Next Page]

Conflicts and Privilege. (a) AcquirorEach of the Parties hereby agrees, the Company, PubCo on its own behalf and Amalgamation Sub, on behalf of their respective successors and assigns (includingits directors, after the Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Amalgamation Closing between or among (x) the Sponsor, the shareholders or holders of other equity interests of Acquiror or the Sponsor and/or any of their respective directorsmanagers, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectivelyand Affiliates, the “Bridgetown 2 Group”), on the one hand, and (y) the Surviving Corporation and/or any member that each of the PropertyGuru Group, on the other hand, any legal counsel, including Skadden, Arps, Slate, W▇▇▇▇▇▇ ▇▇▇▇ & G▇▇▇▇▇▇▇▇ & LLP (“Willkie”) and L▇▇▇▇▇ & W▇▇▇▇▇▇, LLP (“SkaddenLatham”)) may serve as counsel to S1 Holdco, that represented Acquiror and/or the Sponsor prior to the Amalgamation Closing may represent the Sponsor and/or any other member of the Bridgetown 2 Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, Protected and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors Subsidiaries (individually and assigns (includingcollectively, after the Amalgamation Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made “Seller Group”) in connection with the negotiation, preparation, execution, delivery and performance underof this Agreement, the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and that, following consummation of such transactions, Willkie and Latham (and any of their respective successors) may serve as counsel to Seller Group or any dispute director, manager, member, partner, officer, employee or Affiliate of any member of Seller Group, in connection with any Action or obligation arising out of or relating to, to this Agreement, any other the Transaction Document or Agreements and the transactions contemplated hereby and thereby, notwithstanding such representation or thereby) between any continued representation of S1 Holdco, Protected or among Acquirorany of their respective Subsidiaries, the Sponsor and/or any other member and each of the Bridgetown 2 Group, Parties (on the one hand, its own behalf and Skadden, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Bridgetown 2 Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company or Amalgamation Sub prior to the Amalgamation Closing with Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Company. (b) Acquiror, the Company and Amalgamation Sub, on behalf of its Affiliates) hereby consents thereto and irrevocably waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to irrevocably waive any conflict of interest arising from such representation. The parties agree to take the steps necessary to ensure that any privilege attaching as a result of counsel representing S1 Holdco, Protected or any of their respective successors and assigns (including, after the Amalgamation ClosingSubsidiaries in connection with this Agreement, the Surviving Corporation), hereby agree that, in Transaction Agreements and the event a dispute with respect to this Agreement or consummation of the transactions contemplated hereby arises and thereby shall survive the Closing and shall remain in effect, provided that such privilege from and after the Amalgamation Closing between or among (x) the shareholders or holders of other equity interests shall be controlled by S1 Holdco on behalf of the CompanySeller Group. As to any privileged attorney-client communications between counsel and S1 Holdco, Amalgamation Sub and/or Protected and any of their respective directorsSubsidiaries in connection with this Agreement, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) Transaction Agreements and the consummation of the transactions contemplated hereby and thereby prior to the Closing Date (collectively, the “PropertyGuru GroupPrivileged Communications”), on the one handFounders, and (y) the Surviving Corporation and/or any member of the Bridgetown 2 Group, on the other hand, any legal counsel, including T▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇ LLP (“Latham”)Holdco, that represented the Company prior to the Amalgamation Closing may represent Protected, together with any member of the PropertyGuru Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror, the Company and/or Amalgamation Sub in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, Acquiror, the Company and Amalgamation Sub, on behalf of their respective Affiliates, Subsidiaries, successors and assigns (includingor assigns, agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Amalgamation Closing. In addition, if the Surviving Corporation)Transactions are consummated, all Privileged Communications related thereto will become the property of (and be controlled by) S1 Holdco, Protected and their respective direct or indirect equityholders, and further agree thatnone of the Founders, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, Trebia or any dispute of their respective Affiliates, Subsidiaries, successors or Action arising out assigns shall retain any copies of such records or relating to, this Agreement, have any other Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company, Amalgamation Sub and/or any member of the PropertyGuru Group, on the one hand, and Latham, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong access to the PropertyGuru Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror prior to the Amalgamation Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporationthem.

Conflicts and Privilege. (a) AcquirorEach of the parties hereto acknowledges and agrees that Citron & Deutsch, A Law Corporation (“Citron”) has acted as counsel to the Company in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. (b) Acquiror hereby consents and agrees that, and agrees to cause, the CompanySurviving Corporation to consent and agree that, PubCo Citron may represent the Securityholders’ Representative and Amalgamation Subany of the Company Securityholders (collectively, on behalf the “Seller Parties”) after the Closing in connection with issues that may arise under this Agreement or the Escrow Agreement, the administration of their respective successors the Clawback Shares and assigns (any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement, including, after for clarity, with respect to such claims in which the Amalgamation Closing, interests of the Seller Parties may be directly adverse to Acquiror and its Subsidiaries (including the Surviving Corporation). In connection with the foregoing, Acquiror hereby agree thatirrevocably waives and agrees not to assert, and agrees to cause the Surviving Corporation to irrevocably waive and not to assert, any conflict of interest arising from Citron’s representation of the Seller Parties after the Closing. Notwithstanding the foregoing, this consent and waiver of the right to assert any conflict of interest is solely limited to matters arising in connection with the negotiation and documentation of this Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby. Nothing in this Section 10.11 shall constitute a waiver of any attorney client privilege or any privilege associated with the Company on any matter (other than Citron’s representation of the Company in connection with this Agreement, the other Ancillary Agreements, and the transactions contemplated hereby and thereby, in a manner that would not materially prejudice the Company’s rights and obligations vis-à-vis third parties), and does not waive or excuse Citron from complying with applicable rules of professional conduct regarding the confidentiality of any client information of the Company other than as it pertains to Citron’s representation of the Company in connection with this Agreement, the other Ancillary Agreements and the transactions contemplated hereby and thereby. (c) All pre-Closing communications involving attorney client confidences between the Company and the Company Securityholders, on the one hand, and Citron, on the other hand, in the course of and relating to the negotiation and documentation of this Agreement and the Ancillary Agreements shall be deemed to be attorney client confidences that belong solely to the Company Securityholders (and not the Company) and may be controlled by the Company Securityholders. Without limiting the generality of the foregoing, upon and after the Closing, the Company Securityholders and their Affiliates (and not the Surviving Corporation) shall be the sole holders of the attorney client privilege with respect to such pre-Closing communications relating to the negotiation and documentation of this Agreement and the Ancillary Agreements, and the Company shall not be a holder thereof; provided, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Amalgamation Closing between or among (x) the Sponsor, the shareholders or holders of other equity interests of Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or its Affiliates (other than including the Surviving Corporation) (collectively, the “Bridgetown 2 Group”), on the one hand, and (y) any other Person other than the Surviving Corporation and/or any member of the PropertyGuru GroupCompany Securityholders or their respective Affiliates, on the other hand, any legal counsel, including Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Skadden”), that represented each of Acquiror and/or the Sponsor prior to the Amalgamation Closing may represent the Sponsor and/or any other member of the Bridgetown 2 Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby) between or among Acquiror, the Sponsor and/or any other member of the Bridgetown 2 Group, on the one hand, and Skadden, on the other hand, may assert the attorney/-client privilege and the expectation of client confidence shall survive the Merger and belong to the Bridgetown 2 Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company or Amalgamation Sub prior to the Amalgamation Closing with Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Company. (b) Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Amalgamation such pre-Closing between or among (x) the shareholders or holders of other equity interests of the Company, Amalgamation Sub and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “PropertyGuru Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Bridgetown 2 Group, on the other hand, any legal counsel, including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Latham”), that represented the Company prior communications to the Amalgamation Closing may represent any member of the PropertyGuru Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror, the Company and/or Amalgamation Sub in a matter substantially related prevent disclosure thereof to such dispute, or may be handling ongoing matters for the Surviving Corporation, Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), and further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company, Amalgamation Sub and/or any member of the PropertyGuru Group, on the one hand, and Latham, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the PropertyGuru Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror prior to the Amalgamation Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving CorporationPerson.

Conflicts and Privilege. Each of the parties hereto acknowledges and agrees that ▇▇▇▇▇▇ ▇▇▇▇ LLP (“Tonkon”) has acted as counsel to the Company, Shareholder Representative, Seller, and each of the Shareholders in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. (a) AcquirorBuyer hereby consents and agrees to, and agrees to cause, the CompanyCompany to consent and agree to, PubCo and Amalgamation SubTonkon representing the Shareholder Representative, on behalf of their respective successors and assigns (includingSeller, after the Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Amalgamation Closing between or among (x) the Sponsor, the shareholders or holders of other equity interests of Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) Shareholders (collectively, the “Bridgetown 2 GroupSeller Parties”) after the Closing, including, without limitation, with respect to disputes in which the interests of the Seller Parties may be directly adverse to Buyer and its subsidiaries (including the Company). In connection with the foregoing, Buyer hereby irrevocably waives and agrees not to assert, and agrees to cause the Company to irrevocably waive and not to assert, any conflict of interest arising from or in connection with (i) Tonkon’s prior representation of the Company and (ii) Tonkon’s representation of the Shareholder Representative, Seller and the Shareholders prior to and after the Closing, including the communication by Tonkon to the Seller Parties in connection with any such representation. Notwithstanding the foregoing, this consent and waiver of the right to assert any conflict of interest is solely limited to matters arising in connection with the negotiation and documentation of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby. Nothing in this Section 10.15 shall constitute a waiver of any attorney-client privilege or any privilege associated with the Company on any matter (other than Tonkon’s representation of the Company in connection with this Agreement, the Transaction Documents, and the transactions contemplated hereby and thereby, in a manner that would not materially prejudice the Company’s rights and obligations vis a vis third parties), and does not waive or excuse Tonkon from complying with applicable rules of professional conduct regarding the confidentiality of any client information of the Company other than as it pertains to Tonkon’s representation of the Company in connection with this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby. (b) In addition, all communications involving attorney-client confidences between the Company, Seller, the Shareholders or the Shareholder Representative, on the one hand, and (y) the Surviving Corporation and/or any member of the PropertyGuru GroupTonkon, on the other hand, any legal counsel, including Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Skadden”), in the course of the negotiation and documentation of this Agreement and the Transaction Documents shall be deemed to be attorney-client confidences that represented Acquiror and/or the Sponsor prior belong solely to the Amalgamation Closing Seller, the Shareholders and the Shareholder Representative (and not the Company) and may represent be controlled by the Sponsor and/or any other member Seller, the Shareholders and the Shareholder Representative. Without limiting the generality of the Bridgetown 2 Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporationforegoing, upon and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby) between or among AcquirorSeller, the Sponsor and/or any other member Shareholders and the Shareholder Representative and their Affiliates (and not the Company) shall be the sole holders of the Bridgetown 2 Group, on the one hand, and Skadden, on the other hand, the attorney/-client privilege and the expectation of client confidence shall survive the Merger and belong to the Bridgetown 2 Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company or Amalgamation Sub prior to the Amalgamation Closing with Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Company. (b) Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to the negotiation and documentation of this Agreement or and the transactions contemplated hereby arises after the Amalgamation Closing between or among (x) the shareholders or holders of other equity interests of the Company, Amalgamation Sub and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “PropertyGuru Group”), on the one handTransaction Documents, and (y) the Surviving Corporation and/or any member of the Bridgetown 2 Group, on the other hand, any legal counsel, including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Latham”), that represented the Company prior to the Amalgamation Closing may represent any member of the PropertyGuru Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror, the Company and/or Amalgamation Sub in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving Corporation), and further agree that, as to all legally privileged communications prior to the Amalgamation Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company, Amalgamation Sub and/or any member of the PropertyGuru Group, on the one hand, and Latham, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the PropertyGuru Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror prior to the Amalgamation Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Surviving Corporationholder thereof.