REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2021 • Bridgetown 2 Holdings LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 25, 2021, is made and entered into by and among Bridgetown 2 Holdings Limited, a Cayman Islands exempted company (the “Company”), Bridgetown 2 LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Bridgetown 2 Holdings Limited c/o 38/F Champion TowerBridgetown 2 Holdings LTD • December 31st, 2020 • Blank checks • New York
Bridgetown 2 Holdings Limited, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Bridgetown 2 LLC, a Cayman Islands limited liability company, (the “Subscriber” or “you”) has made to subscribe for 15,812,500 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 2,062,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), unless otherwise provided in the definitive agreement for the Company’s initial business
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 29th, 2021 • Bridgetown 2 Holdings LTD • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 25, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Bridgetown 2 Holdings Limited, a Cayman Islands exempted company (the “Company”), and Bridgetown 2 LLC, a Cayman Islands limited liability company (the “Purchaser”).
Bridgetown 2 Holdings Limited 26,000,000 Class A Ordinary Shares1 UNDERWRITING AGREEMENTBridgetown 2 Holdings LTD • January 29th, 2021 • Blank checks • New York
Bridgetown 2 Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes to issue and sell (the “Offering”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 26,000,000 Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company (said Class A Ordinary Shares to be issued and sold by the Company in the Offering being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,900,000 additional Class A Ordinary Shares to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22 hereof.
Bridgetown 2 Holdings Limited c/o 38/F Champion Tower Hong KongLetter Agreement • January 29th, 2021 • Bridgetown 2 Holdings LTD • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Bridgetown 2 Holdings Limited, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and BTIG, LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 29,900,000 of the Company’s Class A ordinary share shares (including up to 3,900,000 Class A ordinary shares that may be purchased to cover over-allotments, if any), of $0.0001 par value per share (the “Ordinary Shares”). The Ordinary Shares shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-251860) and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and the
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 29th, 2021 • Bridgetown 2 Holdings LTD • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • January 13th, 2021 • Bridgetown 2 Holdings LTD • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of _______, 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2021 • Bridgetown 2 Holdings LTD • Blank checks • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 23, 2021, is made and entered into by and among PropertyGuru Group Limited, a Cayman Islands exempted company (“PubCo”), Bridgetown 2 LLC, a Cayman Islands limited liability company (the “Sponsor”), the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”), solely for the purposes of Section 5.10, Bridgetown 2 Holdings Limited, a Cayman Islands exempted company (the “Acquiror”), and solely for the purposes of Section 5.10, PropertyGuru Pte. Ltd. (Company Registration Number: 200615063H), a Singapore private company limited by shares (the “Company”).
ContractNovation, Assumption and Amendment Agreement • July 23rd, 2021 • Bridgetown 2 Holdings LTD • Blank checks • New York
This NOVATION, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as a deed as of July 23, 2021, by and among PropertyGuru Pte. Ltd., a Singapore private company limited by shares (the “Company”), PropertyGuru Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), and Epsilon Asia Holdings II Pte. Ltd., a Singapore private company limited by shares (the “Warrantholder”).
WARRANT AGREEMENTWarrant Agreement • January 29th, 2021 • Bridgetown 2 Holdings LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 25, 2021, is by and between Bridgetown 2 Holdings Limited, a Cayman Islands exempted company (the “Company”), and Bridgetown 2 LLC, a Cayman Islands limited liability company (the “Sponsor”);
ContractJoinder Agreement • July 23rd, 2021 • Bridgetown 2 Holdings LTD • Blank checks • New York
COMPANY HOLDERS SUPPORT AND LOCK-UP AGREEMENT AND DEED, dated as of July 23, 2021 (this “Agreement”), among PropertyGuru Pte. Ltd. (Company Registration Number: 200615063H), a Singapore private company limited by shares (the “Company”), Bridgetown 2 Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Acquiror”), PropertyGuru Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), and each of the Persons listed on Schedule A to this Agreement (each, a “Shareholder”).
AMENDED AND RESTATED ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT between BRIDGETOWN 2 HOLDINGS LIMITED PROPERTYGURU GROUP LIMITED BRIDGETOWN 2 LLC and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 1, 2021Assignment, Assumption and Amendment Agreement • December 1st, 2021 • Bridgetown 2 Holdings LTD • Blank checks • New York
THIS AMENDED AND RESTATED ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated December 1, 2021, is made by and among Bridgetown 2 Holdings Limited, a Cayman Islands exempted company (the “Company”), PropertyGuru Group Limited, a Cayman Islands exempted company (“PubCo”), Bridgetown 2 LLC, a Cayman Islands limited liability company (the “Sponsor”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Warrant Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 23rd, 2021 • Bridgetown 2 Holdings LTD • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 23rd day of July, 2021, by and among PropertyGuru Group Limited, a Cayman Islands exempted company (the “Issuer”), Bridgetown 2 Holdings Limited, a Cayman Islands exempted company (“Bridgetown 2”), and the undersigned (“Subscriber”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT between BRIDGETOWN 2 HOLDINGS LIMITED PROPERTYGURU GROUP LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated July 23, 2021Assignment, Assumption and Amendment Agreement • July 23rd, 2021 • Bridgetown 2 Holdings LTD • Blank checks • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated July 23, 2021, is made by and among Bridgetown 2 Holdings Limited, a Cayman Islands exempted company (the “Company”), PropertyGuru Group Limited, a Cayman Islands exempted company (“PubCo”), Bridgetown 2 LLC, a Cayman Islands limited liability company (“Sponsor”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated January 25, 2020, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
BUSINESS COMBINATION AGREEMENT by and among BRIDGETOWN 2 HOLDINGS LIMITED, PROPERTYGURU GROUP LIMITED, B2 PUBCO AMALGAMATION SUB PTE. LTD., and PROPERTYGURU PTE. LTD. dated as of July 23, 2021Subscription Agreement • July 23rd, 2021 • Bridgetown 2 Holdings LTD • Blank checks • Delaware
This Business Combination Agreement, dated as of July 23, 2021 (this “Agreement”), is made and entered into by and among Bridgetown 2 Holdings Limited, a Cayman Islands exempted company limited by shares (“Acquiror”), PropertyGuru Group Limited, a Cayman Islands exempted company limited by shares (“PubCo”), B2 PubCo Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct wholly-owned Subsidiary of PubCo, with company registration number 202125330M (“Amalgamation Sub”) and PropertyGuru Pte. Ltd., a Singapore private company limited by shares, with company registration number 200615063H (the “Company”).
ContractSupport and Lock-Up Agreement and Deed • July 23rd, 2021 • Bridgetown 2 Holdings LTD • Blank checks
SPONSOR SUPPORT AND LOCK-UP AGREEMENT AND DEED, dated as of July 23, 2021 (this “Agreement”), among PropertyGuru Pte. Ltd. (Company Registration Number: 200615063H), a Singapore private company limited by shares (the “Company”), Bridgetown 2 Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Acquiror”), PropertyGuru Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”) and Bridgetown 2 LLC, a limited liability company incorporated under the laws of the Cayman Islands (“Sponsor”).
