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”).
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”).
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”).
