Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. (a) GSR III and the Terra Entities hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among GSR III and/or Sponsor, on the one hand, and the Terra Entities, on the other hand, any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented GSR III and/or Sponsor prior to the Closing may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to GSR III, and even though such counsel may have represented GSR III in a matter substantially related to such dispute, or may be handling ongoing matters for GSR III and/or Sponsor. Notwithstanding the foregoing, any privileged communications or information shared by the Terra Entities prior to the Closing with GSR III or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Terra Entities following the Closing. (b) GSR III and the Terra Entities hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the Terra Designated Directors, on the one hand, and the Terra Entities and/or GSR III, on the other hand, any legal counsel (including ▇▇▇▇ & ▇▇▇▇ LLP) that represented the Terra Designated Directors and/or the Terra Entities prior to the Closing may represent the Terra Designated Directors in such dispute even though the interests of the Terra Designated Directors may be directly adverse to GSR III and/or the Terra Entities, and even though such counsel may have represented GSR III and/or the Terra Entities in a matter substantially related to such dispute, or may be handling ongoing matters for GSR III, the Terra Entities and/or the Terra Designated Directors. GSR III and the Terra Entities further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including ▇▇▇▇ & ▇▇▇▇ LLP) that represented the Terra Designated Directors and/or the Terra Entities prior to the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs to the Terra Designated Directors and may be controlled by such Terra Designated Directors, and shall not pass to or be claimed or controlled by GSR III (after giving effect to the Closing) or the Terra Entities; provided that the Terra 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 GSR III prior to the Closing with the Terra Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Terra Entities following the Closing.

Conflicts and Privilege. (a) GSR III Acquiror, the Companies, the SIM Sellers and the Terra Entities Holder Representatives on behalf of the applicable Pre-Closing Company Holders hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among GSR III and/or Acquiror, the Sponsor-Designated Directors or Sponsor, on the one hand, and the Terra EntitiesCompany, the Pre-Closing Company Holders or the Holder Representatives, on the other hand, any legal counsel (including Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented GSR III and/or Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing may represent the Sponsor-Designated Directors or Sponsor in such dispute even though the interests of the Sponsor-Designated Directors or Sponsor may be directly adverse to GSR IIIAcquiror, and even though such counsel may have represented GSR III Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for GSR III and/or Acquiror, the Sponsor-Designated Directors or Sponsor. Notwithstanding Acquiror, the foregoingCompanies, any privileged communications or information shared by the Terra Entities prior to SIM Sellers and the Closing with GSR III or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information Holder Representatives on behalf of the Terra Entities following the Closing. (b) GSR III and the Terra Entities hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the applicable Pre-Closing between or among the Terra Designated Directors, on the one hand, and the Terra Entities and/or GSR III, on the other hand, any legal counsel (including ▇▇▇▇ & ▇▇▇▇ LLP) that represented the Terra Designated Directors and/or the Terra Entities prior to the Closing may represent the Terra Designated Directors in such dispute even though the interests of the Terra Designated Directors may be directly adverse to GSR III and/or the Terra Entities, and even though such counsel may have represented GSR III and/or the Terra Entities in a matter substantially related to such dispute, or may be handling ongoing matters for GSR III, the Terra Entities and/or the Terra Designated Directors. GSR III and the Terra Entities Company Holders further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP) that represented Acquiror, the Terra Sponsor-Designated Directors and/or the Terra Entities or Sponsor prior to the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs to the Terra Sponsor-Designated Directors and may be controlled by such Terra Sponsor-Designated Directors, and shall not pass to or be claimed or controlled by GSR III Acquiror (after giving effect to the Closing) ), the Companies or the Terra EntitiesPre-Closing Company Holders; provided provided, that the Terra Sponsor-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 GSR III the Companies or the Pre-Closing Company Holders (other than Granite) prior to the Closing with Acquiror, Sponsor or the Terra Sponsor-Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Terra Entities following Surviving Corporation. (b) Recognizing that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP has acted as legal counsel to the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates prior to the Closing, and that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP representing any of the Principal Panavision Holders, the Panavision Holder Representative or their Affiliates after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. (c) Recognizing that Stikeman Elliott LLP has acted as legal counsel to the SIM Group and Granite prior to the Closing, and that Stikeman Elliott LLP intends to act as legal counsel to Granite after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing shall remain the privileged communications or information of Granite.

Conflicts and Privilege. (a) GSR III SPAC and the Terra Entities Company hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among GSR III SPAC and/or Sponsor, on the one hand, and the Terra EntitiesCompany, PubCo, Merger Sub 1, Merger Sub 2, on the other hand, that Loeb & Loeb LLP (or any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPof its successors) that represented GSR III SPAC and/or Sponsor prior to the Closing (“Prior SPAC Counsel”) may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to GSR IIISPAC, and even though such counsel may have represented GSR III SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for GSR III SPAC and/or Sponsor. All communication between or among Prior SPAC Counsel, on the one hand, and SPAC or Sponsor, on the other hand, shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall not pass to or be claimed by Company, SPAC, PubCo or the Surviving Corporation following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Terra Entities Company prior to the Closing with GSR III SPAC or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Terra Entities Company following the Closing. (b) GSR III The Company further agrees, on behalf of itself and, after the Closing, on behalf of SPAC, PubCo and the Terra Entities hereby agree thatCaravelle Companies, that all communications in any form or format whatsoever between or among any of Prior SPAC Counsel, SPAC or the Sponsor, 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 “SPAC 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 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 this Agreement Privileged Company Deal Communications without the prior written consent of Surviving Corporation. In the event that SPAC, PubCo or the Transactions arises 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 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 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 (“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 Closing. (g) SPAC further agrees that all communications in any form or format whatsoever between or among any of Prior Company Counsel, the Terra Designated DirectorsCompany, 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 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 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 Terra Entities and/or GSR IIICaravelle Companies after the Closing, on the other hand, any legal counsel 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. (including ▇▇▇▇ & ▇▇▇▇ LLPj) that represented the Terra Designated Directors and/or the Terra Entities prior SPAC agrees (i) to the Closing may represent the Terra Designated Directors extent that SPAC receives or takes physical possession of any Company Deal Communications, (a) such physical possession or receipt shall not, in such dispute even though the interests any way, be deemed a waiver by any of the Terra Designated Directors may be directly adverse to GSR III and/or Company Advised Parties or any other Person, of the Terra Entitiesprivileges or protections described in this Section 11.18, and even though such counsel may have represented GSR III and/or (b) SPAC shall not assert any claim that any of the Terra Entities in a matter substantially related to such dispute, Company Advised Parties or may be handling ongoing matters for GSR III, the Terra Entities and/or the Terra Designated Directors. GSR III and the Terra Entities further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including ▇▇▇▇ & ▇▇▇▇ LLP) that represented the Terra Designated Directors and/or the Terra Entities prior to the Closing and any one or more such Persons that relate in any way to the Transactions, other Person waived the attorney/-client privilege and the privilege, attorney work-product protection or any other right or expectation of client confidence belongs applicable to any such materials or communications, (ii) not to access or use the Terra Designated Directors and may be controlled Company Deal Communications, including by such Terra Designated Directorsway of review of any electronic data, and shall not pass to or be claimed or controlled by GSR III (after giving effect to the Closing) or the Terra Entities; provided that the Terra 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 other information, or by GSR III prior seeking to have Surviving Corporation waive the Closing with attorney-client or other privilege, or by otherwise asserting that SPAC has the Terra Designated Directors 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 any capacity) under a common interest agreement shall remain the privileged communications or information of the Terra Entities following the Closingproceeding by an unrelated third party.

Conflicts and Privilege. (a) GSR III Horizon and the Terra VS Entities hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among GSR III Horizon and/or Sponsor, on the one hand, and Topco and/or the Terra EntitiesVS Companies, on the other hand, any legal counsel (including ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP) that represented Horizon and/or Sponsor prior to the Closing may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to Horizon, and even though such counsel may have represented Horizon in a matter substantially related to such dispute, or may be handling ongoing matters for Horizon and/or Sponsor. Notwithstanding the foregoing, any privileged communications or information shared by Topco or the VS Companies prior to the Closing with Horizon or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of Topco and/or the VS Companies following the Closing. (b) Horizon and the VS Entities hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the VS Designated Directors and/or Topco, on the one hand, and the VS Companies and/or Horizon, on the other hand, any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented GSR III the VS Designated Directors and/or Sponsor Topco prior to the Closing may represent Sponsor the VS Designated Directors and/or Topco in such dispute even though the interests of Sponsor the VS Designated Directors and/or Topco may be directly adverse to GSR IIIHorizon and/or the VS Companies, and even though such counsel may have represented GSR III Horizon and/or the VS Companies in a matter substantially related to such dispute, or may be handling ongoing matters for GSR III and/or Sponsor. Notwithstanding Horizon, the foregoingVS Companies, any privileged communications or information shared by the Terra Entities prior to the Closing with GSR III or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Terra Entities following the Closing. (b) GSR III and the Terra Entities hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the Terra Designated Directors, on the one hand, and the Terra Entities and/or GSR III, on the other hand, any legal counsel (including ▇▇▇▇ & ▇▇▇▇ LLP) that represented the Terra VS Designated Directors and/or the Terra Entities prior to the Closing may represent the Terra Designated Directors in such dispute even though the interests of the Terra Designated Directors may be directly adverse to GSR III and/or the Terra Entities, and even though such counsel may have represented GSR III and/or the Terra Entities in a matter substantially related to such dispute, or may be handling ongoing matters for GSR III, the Terra Entities and/or the Terra Designated DirectorsTopco. GSR III Horizon and the Terra Entities VS Companies further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented Topco, the Terra VS Designated Directors and/or the Terra Entities VS Companies prior to the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs to Topco and/or the Terra VS Designated Directors and may be controlled by Topco and/or such Terra VS Designated Directors, and shall not pass to or be claimed or controlled by GSR III Horizon (after giving effect to the Closing) or the Terra EntitiesVS Companies; provided that Topco and/or the Terra VS 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 GSR III Horizon prior to the Closing with Topco or the Terra VS Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Terra Entities VS Companies following the Closing.

Conflicts and Privilege. (a) GSR III Acquiror, the Company, PubCo and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Terra Entities Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the Transactions transactions contemplated hereby arises after the Amalgamation Closing between or among GSR III (x) the Sponsor, the shareholders or holders of other equity interests of Acquiror or the Sponsor and/or Sponsorany 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 Terra EntitiesSurviving Corporation and/or any member of the PropertyGuru Group, on the other hand, any legal counsel (counsel, including Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) LLP (“Skadden”), that represented GSR III 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 Sponsor such Persons may be directly adverse to GSR IIIthe Surviving Corporation, and even though such counsel may have represented GSR III Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for GSR III 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 Terra Entities Company or Amalgamation Sub prior to the Amalgamation Closing with GSR III Acquiror or the Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Terra Entities following the ClosingCompany. (b) GSR III Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Terra Entities Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the Transactions transactions contemplated hereby arises after the Amalgamation Closing between or among (x) the Terra Designated Directorsshareholders 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 Terra Entities Surviving Corporation and/or GSR IIIany member of the Bridgetown 2 Group, on the other hand, any legal counsel (counsel, including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) LLP (“Latham”), that represented the Terra Designated Directors and/or the Terra Entities Company prior to the Amalgamation Closing may represent any member of the Terra Designated Directors PropertyGuru Group in such dispute even though the interests of the Terra Designated Directors such Persons may be directly adverse to GSR III and/or the Terra EntitiesSurviving Corporation, and even though such counsel may have represented GSR III Acquiror, the Company and/or the Terra Entities Amalgamation Sub in a matter substantially related to such dispute, or may be handling ongoing matters for GSR IIIthe Surviving Corporation, Acquiror, the Terra Entities and/or Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Terra Designated Directors. GSR III Amalgamation Closing, the Surviving Corporation), and the Terra Entities 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 legal counsel (including ▇▇▇▇ & ▇▇▇▇ LLP) that represented member of the Terra Designated Directors and/or PropertyGuru Group, on the Terra Entities prior to one hand, and Latham, on the Closing and any one or more such Persons that relate in any way to the Transactionsother hand, the attorney/client privilege and the expectation of client confidence belongs shall survive the Merger and belong to the Terra Designated Directors and may be controlled by such Terra Designated DirectorsPropertyGuru Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by GSR III (after giving effect to the Closing) or the Terra Entities; provided that the Terra 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 AgreementSurviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by GSR III Acquiror prior to the Amalgamation Closing with the Terra Designated Directors (in any capacity) Company under a common interest agreement shall remain the privileged communications or information of the Terra Entities following the ClosingSurviving Corporation.

Conflicts and Privilege. (a) GSR III Acquiror, the Grosvenor Companies and the Terra Entities Grosvenor Holders hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among GSR III Acquiror, IntermediateCo and/or Sponsor, on the one hand, and the Terra EntitiesGrosvenor Companies and/or the Grosvenor Holders, on the other hand, any legal counsel (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP) that represented Acquiror and/or Sponsor prior to the Closing may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to the Acquiror, 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 and/or Sponsor. Notwithstanding the foregoing, any privileged communications or information shared by the Grosvenor Companies prior to the Closing with Acquiror or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Grosvenor Companies following the Closing. (b) Acquiror and the Grosvenor Companies hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the Grosvenor Designated Directors and/or the Grosvenor Holders, on the one hand, and the Grosvenor Companies and/or Acquiror, on the other hand, any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented GSR III the Grosvenor Designated Directors and/or Sponsor the Grosvenor Holders prior to the Closing may represent Sponsor the Grosvenor Designated Directors and/or the Grosvenor Holders in such dispute even though the interests of Sponsor the Grosvenor Designated Directors and/or the Grosvenor Holders may be directly adverse to GSR IIIthe Acquiror and/or the Grosvenor Companies, and even though such counsel may have represented GSR III Acquiror and/or the Grosvenor Companies in a matter substantially related to such dispute, or may be handling ongoing matters for GSR III and/or Sponsor. Notwithstanding Acquiror, the foregoingGrosvenor Companies, any privileged communications or information shared by the Terra Entities prior to the Closing with GSR III or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Terra Entities following the Closing. (b) GSR III and the Terra Entities hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the Terra Designated Directors, on the one hand, and the Terra Entities and/or GSR III, on the other hand, any legal counsel (including ▇▇▇▇ & ▇▇▇▇ LLP) that represented the Terra Grosvenor Designated Directors and/or the Terra Entities prior to the Closing may represent the Terra Designated Directors in such dispute even though the interests of the Terra Designated Directors may be directly adverse to GSR III and/or the Terra Entities, and even though such counsel may have represented GSR III and/or the Terra Entities in a matter substantially related to such dispute, or may be handling ongoing matters for GSR III, the Terra Entities and/or the Terra Designated DirectorsGrosvenor Holders. GSR III Acquiror and the Terra Entities Grosvenor Companies further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented the Terra Grosvenor Companies, the Grosvenor Designated Directors and/or the Terra Entities Grosvenor Holders prior to the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs to the Terra Grosvenor Holders and/or the Grosvenor Designated Directors and may be controlled by the Grosvenor Holders and/or such Terra Grosvenor Designated Directors, and shall not pass to or be claimed or controlled by GSR III Acquiror (after giving effect to the Closing) or the Terra EntitiesGrosvenor Companies; provided that the Terra Grosvenor Holders and/or the Grosvenor 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 GSR III Acquiror prior to the Closing with the Terra Grosvenor Holders or the Grosvenor Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Terra Entities Grosvenor Companies following the Closing.

Conflicts and Privilege. (a) GSR III PubCo and the Terra BT Entities hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among GSR III PubCo and/or Sponsor, on the one hand, and BT Assets and/or the Terra EntitiesBT Companies, on the other hand, any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented GSR III PubCo and/or Sponsor prior to the Closing may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to GSR IIIPubCo, and even though such counsel may have represented GSR III PubCo in a matter substantially related to such dispute, or may be handling ongoing matters for GSR III PubCo and/or Sponsor. Notwithstanding the foregoing, any privileged communications or information shared by BT Assets or the Terra Entities BT Companies prior to the Closing with GSR III PubCo or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of BT Assets and/or the Terra Entities BT Companies following the Closing. (b) GSR III PubCo and the Terra BT Entities hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the Terra BT Designated DirectorsDirectors and/or BT Assets, on the one hand, and the Terra Entities BT Companies and/or GSR IIIPubCo, on the other hand, any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented the Terra BT Designated Directors and/or the Terra Entities BT Assets prior to the Closing may represent the Terra BT Designated Directors and/or BT Assets in such dispute even though the interests of the Terra BT Designated Directors and/or BT Assets may be directly adverse to GSR III PubCo and/or the Terra EntitiesBT Companies, and even though such counsel may have represented GSR III PubCo and/or the Terra Entities BT Companies in a matter substantially related to such dispute, or may be handling ongoing matters for GSR IIIPubCo, the Terra Entities BT Companies, the BT Designated Directors and/or the Terra Designated DirectorsBT Assets. GSR III PubCo and the Terra Entities BT Companies further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented BT Assets, the Terra BT Designated Directors and/or the Terra Entities BT Companies prior to the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs to BT Assets and/or the Terra BT Designated Directors and may be controlled by BT Assets and/or such Terra BT Designated Directors, and shall not pass to or be claimed or controlled by GSR III PubCo (after giving effect to the Closing) or the Terra EntitiesBT Companies; provided that BT Assets and/or the Terra BT 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 GSR III PubCo prior to the Closing with BT Assets or the Terra BT Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Terra Entities BT Companies following the Closing.

Conflicts and Privilege. (a) GSR III SPAC and the Terra Entities Company hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among GSR III and/or Sponsor, on the one hand, and SPAC or the Terra EntitiesCompany, on the other hand, (i) any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Hogan Lovells US LLP) that represented GSR III and/or SPAC or Sponsor prior to the Closing (“Prior SPAC Counsel”) may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to GSR IIISPAC, and even though such counsel may have represented GSR III SPAC prior to the Closing in a matter substantially related to such dispute, or may be handling ongoing matters for GSR III and/or Sponsor. Notwithstanding the foregoing, any privileged communications or information shared by the Terra Entities prior to the Closing with GSR III or Sponsor and (in any capacityii) under a common interest agreement shall remain the privileged communications or information of the Terra Entities following the Closing. (b) GSR III and the Terra Entities hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the Terra Designated Directors, on the one hand, and the Terra Entities and/or GSR III, on the other hand, any legal counsel (including ▇▇▇▇ & ▇▇▇▇ Allen Overy Shearman Sterling US LLP and McMillan LLP) that represented the Terra Designated Directors and/or the Terra Entities Company prior to the Closing (“Prior Company Counsel”) may represent the Terra Designated Directors Company, SPAC or any of their respective Affiliates in such dispute even though the interests of the Terra Designated Directors SPAC may be directly adverse to GSR III and/or the Terra EntitiesSponsor, and even though such counsel may have represented GSR III and/or the Terra Entities Company prior to the Closing in a matter substantially related to such dispute. (b) The Company further agrees, or may be handling ongoing matters for GSR IIIon behalf of itself and, after the Closing, on behalf of SPAC, the Terra Entities and/or the Terra Designated Directors. GSR III Company and the Terra Entities further agree thattheir respective Affiliates, as to that all legally privileged pre-Closing communications prior to the Closing in any form or format whatsoever between or among any legal counsel (including ▇▇▇▇ & ▇▇▇▇ LLP) that represented the Terra Designated Directors and/or the Terra Entities prior to the Closing and of Prior SPAC Counsel, SPAC or Sponsor, or any one or more such Persons of their respective Representatives that relate in any way to the Transactionsnegotiation or documentation of this Agreement or the Ancillary Agreements or the consummation of the Transactions or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the attorney/client privilege “SPAC Deal Communications”) shall be deemed to be retained and the expectation of client confidence belongs to the Terra Designated Directors and may owned collectively by Sponsor, shall be controlled by such Terra Designated Directors, Sponsor and shall not pass to or be claimed by SPAC, the Company or their respective Affiliates 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 GSR III (Sponsor and shall not pass to or be claimed by SPAC, the Company or their respective Affiliates after giving effect to 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) or the Terra Entities; provided that the Terra 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, in the event that a dispute arises between SPAC, the Company or their respective Affiliates, 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 none of SPAC, the Company nor their respective Affiliates may waive such privilege with respect to Privileged SPAC Deal Communications without the prior written consent of Sponsor. In the event that SPAC, the Company or any privileged of their respective Affiliates 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 reasonably practicable after becoming aware thereof, notify Sponsor in writing so that Sponsor can (at the sole cost and expense of Sponsor) seek a protective order, and SPAC, the Company and their respective Affiliates agree to use commercially reasonable efforts (at the sole cost and expense of Sponsor) 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, the Company or any of their respective Affiliates 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 Company, (i) to the extent that SPAC or, after the Closing, the Company 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 nor, after the Closing, the Company 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 GSR III prior seeking to the Closing with the Terra Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Terra Entities following have SPAC or, after the Closing, the Company waive the attorney-client or other privilege, or by otherwise asserting that SPAC or, after the Closing, the Company have 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.

Conflicts and Privilege. (a) GSR III Acquiror, the Company, PubCo and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Terra Entities Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the Transactions transactions contemplated hereby arises after the Amalgamation Closing between or among GSR III (x) the Sponsor, the shareholders or holders of other equity interests of Acquiror or the Sponsor and/or Sponsorany 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 Terra EntitiesSurviving Corporation and/or any member of the PropertyGuru Group, on the other hand, any legal counsel (counsel, including Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) LLP (“Skadden”), that represented GSR III 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 Sponsor such Persons may be directly adverse to GSR IIIthe Surviving Corporation, and even though such counsel may have represented GSR III Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for GSR III 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 Terra Entities Company or Amalgamation Sub prior to the Amalgamation Closing with GSR III Acquiror or the Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Terra Entities following the ClosingCompany. (b) GSR III Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Terra Entities Amalgamation Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the Transactions transactions contemplated hereby arises after the Amalgamation Closing between or among (x) the Terra Designated Directorsshareholders 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 Terra Entities Surviving Corporation and/or GSR IIIany member of the Bridgetown 2 Group, on the other hand, any legal counsel (counsel, including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) LLP (“Latham”), that represented the Terra Designated Directors and/or the Terra Entities Company prior to the Amalgamation Closing may represent any member of the Terra Designated Directors PropertyGuru Group in such dispute even though the interests of the Terra Designated Directors such Persons may be directly adverse to GSR III and/or the Terra EntitiesSurviving Corporation, and even though such counsel may have represented GSR III Acquiror, the Company and/or the Terra Entities Amalgamation Sub in a matter substantially related to such dispute, or may be handling ongoing matters for GSR IIIthe Surviving Corporation, Acquiror, the Terra Entities and/or Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Terra Designated Directors. GSR III Amalgamation Closing, the Surviving Corporation), and the Terra Entities 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 legal counsel (including member of the PropertyGuru Group, on the one hand, and ▇▇▇▇ & ▇▇▇▇ LLP) that represented , on the Terra Designated Directors and/or the Terra Entities prior to the Closing and any one or more such Persons that relate in any way to the Transactionsother hand, the attorney/client privilege and the expectation of client confidence belongs shall survive the Merger and belong to the Terra Designated Directors and may be controlled by such Terra Designated DirectorsPropertyGuru Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by GSR III (after giving effect to the Closing) or the Terra Entities; provided that the Terra 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 AgreementSurviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by GSR III Acquiror prior to the Amalgamation Closing with the Terra Designated Directors (in any capacity) Company under a common interest agreement shall remain the privileged communications or information of the Terra Entities following the ClosingSurviving Corporation.

Conflicts and Privilege. (a) GSR III SPAC and the Terra Entities Company hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among GSR III SPAC and/or Sponsor, on the one hand, and the Terra EntitiesCompany, on the other hand, any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP and Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP) that represented GSR III SPAC and/or Sponsor prior to the Closing (“Prior SPAC Counsel”) may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to GSR IIISPAC, and even though such counsel may have represented GSR III SPAC prior to the Closing in a matter substantially related to such dispute. All pre-Closing communications between or among Prior SPAC Counsel, on the one hand, and SPAC or may Sponsor, on the other hand, shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be handling ongoing matters for GSR III and/or Sponsorcontrolled by Sponsor and shall not pass to or be claimed by Company or SPAC following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Terra Entities Company prior to the Closing with GSR III SPAC or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Terra Entities Company following the Closing. (b) GSR III The Company further agrees, on behalf of itself and, after the Closing, on behalf of SPAC and the Terra Entities hereby agree thatRumble Companies, that all pre-Closing communications in the event a dispute with respect to this Agreement any form or the Transactions arises after the Closing between or among the Terra Designated Directors, on the one hand, and the Terra Entities and/or GSR III, on the other hand, any legal counsel (including ▇▇▇▇ & ▇▇▇▇ LLP) that represented the Terra Designated Directors and/or the Terra Entities prior to the Closing may represent the Terra Designated Directors in such dispute even though the interests of the Terra Designated Directors may be directly adverse to GSR III and/or the Terra Entities, and even though such counsel may have represented GSR III and/or the Terra Entities in a matter substantially related to such dispute, or may be handling ongoing matters for GSR III, the Terra Entities and/or the Terra Designated Directors. GSR III and the Terra Entities further agree that, as to all legally privileged communications prior to the Closing format whatsoever between or among any legal counsel (including ▇▇▇▇ & ▇▇▇▇ LLP) that represented the Terra Designated Directors and/or the Terra Entities prior to the Closing and of Prior SPAC Counsel, SPAC or Sponsor, or any one or more such Persons of their respective Representatives that relate in any way to the Transactionsnegotiation, documentation and consummation of the Transactions or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the attorney/client privilege “SPAC Deal Communications”) shall be deemed to be retained and the expectation of client confidence belongs to the Terra Designated Directors and may owned collectively by Sponsor, shall be controlled by such Terra Designated Directors, 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 GSR III (Sponsor and shall not pass to or be claimed by SPAC or the Rumble Companies after giving effect to 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) or the Terra Entities; provided that the Terra 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, 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 GSR III prior seeking to have SPAC or any Rumble Company waive the attorney-client or other privilege, or by otherwise asserting that SPAC or the Rumble Companies after the Closing with have the Terra Designated Directors 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 any capacity) under a common interest agreement shall remain the privileged communications or information of the Terra Entities following the Closingproceeding by an unrelated third party.

Conflicts and Privilege. (a) GSR III Acquiror, the Companies and the Terra Entities Holder hereby agree that, in the event a dispute with respect to this Agreement or the Transactions transactions contemplated hereby arises after the Closing between or among GSR III Acquiror, the SCH Designated Directors and/or the Sponsor, on the one hand, and the Terra EntitiesCompanies and/or the Holder, on the other hand, any legal counsel (including Skadden, Arps, Slate, M▇▇▇▇▇▇ & ▇▇▇▇F▇▇▇ LLP) that represented GSR III Acquiror, the SCH Designated Directors and/or the Sponsor prior to the Closing may represent the SCH Designated Directors and/or the Sponsor in such dispute even though the interests of the SCH Designated Directors and/or the Sponsor may be directly adverse to GSR IIIthe Acquiror, and even though such counsel may have represented GSR III Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for GSR III and/or Sponsor. Notwithstanding Acquiror, the foregoing, any privileged communications or information shared by the Terra Entities prior to the Closing with GSR III or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Terra Entities following the Closing. (b) GSR III and the Terra Entities hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the Terra Designated Directors, on the one hand, and the Terra Entities and/or GSR III, on the other hand, any legal counsel (including ▇▇▇▇ & ▇▇▇▇ LLP) that represented the Terra SCH Designated Directors and/or the Terra Entities prior to the Closing may represent the Terra Designated Directors in such dispute even though the interests of the Terra Designated Directors may be directly adverse to GSR III and/or the Terra Entities, and even though such counsel may have represented GSR III and/or the Terra Entities in a matter substantially related to such dispute, or may be handling ongoing matters for GSR IIISponsor. Acquiror, the Terra Entities and/or the Terra Designated Directors. GSR III Companies and the Terra Entities Holder further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, M▇▇▇▇▇▇ & ▇F▇▇▇ LLP) that represented Acquiror, the Terra SCH Designated Directors and/or the Terra Entities Sponsor prior to the Closing and any one or more such Persons that relate in any way to the Transactionstransactions contemplated hereby, the attorney/client privilege and the expectation of client confidence belongs to the Terra SCH Designated Directors and may be controlled by such Terra SCH Designated Directors, and shall not pass to or be claimed or controlled by GSR III Acquiror (after giving effect to the Closing) or ), the Terra EntitiesCompanies and the Holder; provided that the Terra 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 GSR III the Companies prior to the Closing with Acquiror, the Terra Sponsor or the SCH Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Terra Entities following Surviving Companies. (b) Acquiror and the Companies hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among the Holder Designated Directors and/or the Holder, on the one hand, and the Companies and/or Acquiror, on the other hand, any legal counsel (including L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP) that represented the Holder Designated Directors and/or the Holder prior to the Closing may represent the Holder Designated Directors and/or the Holder in such dispute even though the interests of the Holder Designated Directors and/or the Holder may be directly adverse to the Acquiror and/or the Companies, and even though such counsel may have represented Acquiror and/or the Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Companies, the Holder Designated Directors and/or the Holder. Acquiror and the Companies further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (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 any way to the transactions contemplated hereby, the attorney/client privilege and the expectation of client confidence belongs to the Holder and/or the Holder 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 Closing) 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 Closing with the Holder or the Holder Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Surviving Companies.