Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. (a) The Parties acknowledge and agree, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPAC), that, in the event a dispute with respect to this Agreement, the Transactions or the Hunch Reorganization arises after the Closing between or among (i) Sponsor, the former shareholders or holders of other equity interests of DSAQ or stockholders or holders of other equity interests of Sponsor and/or any of the foregoing persons respective directors, members, partners, officers, employees or Affiliates (other than the Principal Shareholder or the Blade Group) (collectively, the “DSAQ Group”), on the one hand, and (ii) PubCo and/or any member of the Principal Shareholder Group, on the other hand, any legal counsel, including Xxxxxxxx & Xxxxx LLP (“Xxxxxxxx”), that represented DSAQ and/or Sponsor prior to the Closing may represent Sponsor and/or any member of the DSAQ Group in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving SPAC, and even though such counsel may have represented PubCo and/or the Surviving SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo or the Surviving SPAC and/or the Sponsor. The Parties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPAC), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding based upon, arising out of, or relating to, this Agreement, any other Transaction Document, the Transactions or the Hunch Reorganization) between or among Sponsor and/or any other member of the DSAQ Group, on the one hand, and Xxxxxxxx, on the other hand (the “Xxxxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the DSAQ Group after the Closing, and shall not pass to or be claimed or controlled by PubCo. Notwithstanding the foregoing, any privileged communications or information shared by PubCo prior to the Closing with DSAQ or Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo. PubCo, together with any of its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Privileged Communications, whether located in the records or email server of PubCo, the Surviving SPAC or their respective Subsidiaries, in any Proceeding against or involving any of the Parties after the Closing, and PubCo agree not to assert that any privilege has been waived as to the Xxxxxxxx Privileged Communications, by virtue of the Transactions. (b) The Parties acknowledge and agree, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPAC), that, in the event a dispute with respect to this Agreement, the Transactions or the Hunch Reorganization arises after the Closing between or among (i) the Principal Shareholders, the former shareholders or holders of other equity interests of the Principal Shareholders and/or any of the foregoing persons respective directors, members, partners, officers, employees or Affiliates (other than the Blade Group) (collectively, the “Principal Shareholder Group”), on the one hand, and (ii) the Blade Group and/or any member of the DSAQ Group, on the other hand, any legal counsel, including Xxxxxxxx Xxxxxxxx & Schole LLP (“Ellenoff”) that represented the Blade Group or the Principal Shareholders prior to the Closing may represent any member of the Principal Shareholder Group in such dispute even though the interests of such Persons may be directly adverse to the Blade Group, and even though such counsel may have represented PubCo in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo. The Parties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPAC), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding based upon, arising out of, or relating to, this Agreement, any other Transaction Document, the Transactions or the Hunch Reorganization) between or among the Principal Shareholder and/or the Blade Group and/or any other member of the Principal Shareholder Group, on the one hand, and Ellenoff, on the other hand (the “Ellenoff Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the Principal Shareholder Group after the Closing, and shall not pass to or be claimed or controlled by PubCo. Notwithstanding the foregoing, any privileged communications or information shared by DSAQ prior to the Closing with PubCo under a common interest agreement shall remain the privileged communications or information of DSAQ. PubCo, together with any of its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Ellenoff Privileged Communications, whether located in the records or email server of PubCo, the Surviving SPAC or their respective Subsidiaries, in any Proceeding against or involving any of the Parties after the Closing, and PubCo agrees not to assert that any privilege has been waived as to the Ellenoff Privileged Communications, by virtue of the Transactions. [Signature pages follow]

Conflicts and Privilege. (a) The Parties acknowledge Each of SPAC, the Acquisition Entities and agree, 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 Closing, the Third Surviving SPACCompany) (all such parties, the “W&C Waiving Parties”), that, in that White & Case LLP (“W&C”) may represent the event a dispute with respect to this Agreement, the Transactions or the Hunch Reorganization arises after the Closing between or among (i) Sponsor, the former shareholders or holders of other equity interests of DSAQ the Company or stockholders or holders of other equity interests of Sponsor and/or any of the foregoing persons their respective directors, members, partners, officers, employees or Affiliates (other than the Principal Shareholder or the Blade GroupThird Surviving Company) (collectively, the “DSAQ 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 (iiand will not assert) PubCo and/or any conflict of interest, breach of duty or any other objection arising from or relating to W&C’s prior representation of the 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 Principal Shareholder GroupW&C WP Group and W&C, on the other hand, any legal counsel, including Xxxxxxxx & Xxxxx LLP (“Xxxxxxxx”), that represented DSAQ and/or Sponsor prior to the Closing may represent Sponsor and/or any member of the DSAQ Group in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving SPAC, and even though such counsel may have represented PubCo and/or the Surviving SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo or the Surviving SPAC and/or the Sponsor. The Parties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPAC), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery delivery, and performance under, or any dispute or Proceeding based upon, Action arising out of, of or relating to, this Agreement, any other Transaction Document, the Transactions Documents or the Hunch Reorganization) between transactions contemplated hereby or among Sponsor and/or thereby, or any other member matter relating to any of the DSAQ Groupforegoing, on are privileged communications that do not pass to the one handThird Surviving Company notwithstanding the Mergers, and Xxxxxxxxinstead survive, on remain with and are controlled by the other hand W&C WP Group (the “Xxxxxxxx W&C Privileged Communications”), the attorney/client privilege without any waiver thereof. SPAC and the expectation of client confidence shall survive the Transactions and belong to the DSAQ Group after the Closing, and shall not pass to or be claimed or controlled by PubCo. Notwithstanding the foregoing, any privileged communications or information shared by PubCo prior to the Closing with DSAQ or Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo. PubCoCompany, together with any of its their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx W&C Privileged Communications, whether located in the records or email server of PubCo, the Third Surviving SPAC or their respective Company and its Subsidiaries, in any Proceeding Action against or involving any of the Parties after the Closing, and PubCo SPAC and the Company agree not to assert that any privilege has been waived as to the Xxxxxxxx W&C Privileged Communications, by virtue of the TransactionsMergers. (b) The Parties acknowledge Each of SPAC, the Acquisition Entities and agree, 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 Closing, the Third Surviving SPACCompany) (all such parties, the “Cooley Waiving Parties”), that, in that Xxxxxx LLP (“Cooley”) may represent the event a dispute with respect to this Agreement, the Transactions or the Hunch Reorganization arises after the Closing between or among (i) the Principal Shareholders, the former shareholders or holders of other equity interests of the Principal Shareholders and/or Sponsor or of SPAC or any of the foregoing persons their respective directors, members, partners, officers, employees or Affiliates (other than the Blade GroupThird Surviving Company) (collectively, the “Principal Shareholder Xxxxxx XX 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 Xxxxxx’x 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 Xxxxxx XX Group, on the one hand, and (ii) the Blade Group and/or any member of the DSAQ GroupCooley, on the other hand, any legal counsel, including Xxxxxxxx Xxxxxxxx & Schole LLP (“Ellenoff”) that represented the Blade Group or the Principal Shareholders made prior to the Closing may represent any member of the Principal Shareholder Group in such dispute even though the interests of such Persons may be directly adverse to the Blade Group, and even though such counsel may have represented PubCo in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo. The Parties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPAC), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery delivery, and performance under, or any dispute or Proceeding based upon, Action arising out of, of or relating to, this Agreement, any other Transaction Document, the Transactions Documents or the Hunch Reorganization) between transactions contemplated hereby or among the Principal Shareholder and/or the Blade Group and/or thereby, or any other member matter relating to any of the Principal Shareholder Groupforegoing, on are privileged communications that do not pass to the one handThird Surviving Company notwithstanding the Mergers, and Ellenoffinstead survive, on remain with and are controlled by the other hand Xxxxxx XX Group (the “Ellenoff Cooley Privileged Communications”), the attorney/client privilege without any waiver thereof. SPAC and the expectation of client confidence shall survive the Transactions and belong to the Principal Shareholder Group after the Closing, and shall not pass to or be claimed or controlled by PubCo. Notwithstanding the foregoing, any privileged communications or information shared by DSAQ prior to the Closing with PubCo under a common interest agreement shall remain the privileged communications or information of DSAQ. PubCoCompany, together with any of its their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Ellenoff Cooley Privileged Communications, whether located in the records or email server of PubCo, the Third Surviving SPAC or their respective Company and its Subsidiaries, in any Proceeding Action against or involving any of the Parties after the Closing, and PubCo agrees SPAC and the Company agree not to assert that any privilege has been waived as to the Ellenoff Cooley Privileged Communications, by virtue of the Transactions. [Signature pages follow]Mergers.

Conflicts and Privilege. (a) The Parties acknowledge Acquiror, the Company, PubCo and agreeAmalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving SPACCorporation), hereby agree that, in the event a dispute with respect to this Agreement, the Transactions Agreement or the Hunch Reorganization transactions contemplated hereby arises after the Amalgamation Closing between or among (ix) the Sponsor, the former shareholders or holders of other equity interests of DSAQ Acquiror or stockholders or holders of other equity interests of the Sponsor and/or any of the foregoing persons their respective directors, members, partners, officers, employees or Affiliates (other than the Principal Shareholder or the Blade GroupSurviving Corporation) (collectively, the “DSAQ Bridgetown 2 Group”), on the one hand, and (iiy) PubCo the Surviving Corporation and/or any member of the Principal Shareholder PropertyGuru Group, on the other hand, any legal counsel, including Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP (“XxxxxxxxSkadden”), that represented DSAQ Acquiror and/or the Sponsor prior to the Amalgamation Closing may represent the Sponsor and/or any other member of the DSAQ Bridgetown 2 Group in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving SPACCorporation, and even though such counsel may have represented PubCo and/or the Surviving SPAC Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo or the Surviving SPAC Corporation and/or the Sponsor. The PartiesAcquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving SPACCorporation), 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 Proceeding based upon, Action arising out of, of or relating to, this Agreement, any other Transaction Document, the Transactions Document or the Hunch Reorganizationtransactions contemplated hereby or thereby) between or among Acquiror, the Sponsor and/or any other member of the DSAQ Bridgetown 2 Group, on the one hand, and XxxxxxxxSkadden, on the other hand (the “Xxxxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Transactions Merger and belong to the DSAQ Bridgetown 2 Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by PubCothe Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by PubCo the Company or Amalgamation Sub prior to the Amalgamation Closing with DSAQ Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo. PubCo, together with any of its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Privileged Communications, whether located in the records or email server of PubCo, the Surviving SPAC or their respective Subsidiaries, in any Proceeding against or involving any of the Parties after the Closing, and PubCo agree not to assert that any privilege has been waived as to the Xxxxxxxx Privileged Communications, by virtue of the TransactionsCompany. (b) The Parties acknowledge Acquiror, the Company and agreeAmalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving SPACCorporation), hereby agree that, in the event a dispute with respect to this Agreement, the Transactions Agreement or the Hunch Reorganization transactions contemplated hereby arises after the Amalgamation Closing between or among (ix) the Principal Shareholders, the former shareholders or holders of other equity interests of the Principal Shareholders Company, Amalgamation Sub and/or any of the foregoing persons their respective directors, members, partners, officers, employees or Affiliates (other than the Blade GroupSurviving Corporation) (collectively, the “Principal Shareholder PropertyGuru Group”), on the one hand, and (iiy) the Blade Group Surviving Corporation and/or any member of the DSAQ Bridgetown 2 Group, on the other hand, any legal counsel, including Xxxxxxxx Xxxxxxxx Xxxxxx & Schole Xxxxxxx LLP (“EllenoffLatham”) ), that represented the Blade Group or the Principal Shareholders Company prior to the Amalgamation Closing may represent any member of the Principal Shareholder PropertyGuru Group in such dispute even though the interests of such Persons may be directly adverse to the Blade GroupSurviving Corporation, and even though such counsel may have represented PubCo Acquiror, the Company and/or Amalgamation Sub in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo. The Partiesthe Surviving Corporation, Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving SPACCorporation), 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 Proceeding based upon, Action arising out of, of or relating to, this Agreement, any other Transaction Document, the Transactions Documents or the Hunch Reorganizationtransactions contemplated hereby or thereby) between or among the Principal Shareholder and/or the Blade Group Company, Amalgamation Sub and/or any other member of the Principal Shareholder PropertyGuru Group, on the one hand, and EllenoffXxxxxx, on the other hand (the “Ellenoff Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Transactions Merger and belong to the Principal Shareholder PropertyGuru Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by PubCothe Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by DSAQ Acquiror prior to the Amalgamation Closing with PubCo the Company under a common interest agreement shall remain the privileged communications or information of DSAQ. PubCo, together with any of its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Ellenoff Privileged Communications, whether located in the records or email server of PubCo, the Surviving SPAC or their respective Subsidiaries, in any Proceeding against or involving any of the Parties after the Closing, and PubCo agrees not to assert that any privilege has been waived as to the Ellenoff Privileged Communications, by virtue of the Transactions. [Signature pages follow]Corporation.

Conflicts and Privilege. (a) The Parties acknowledge SPAC, the Company, MultiplAI, and agreeMerger Sub, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPACSubsidiary), hereby agree that, in the event a dispute with respect to this Agreement, Agreement or the Transactions or the Hunch Reorganization arises after the Closing between or among (ix) the Sponsor, APx Corp Sponsor Group I, LLC, a Cayman Islands limited liability company, the former shareholders or holders of other equity interests of DSAQ SPAC or stockholders or holders of other equity interests of the Sponsor and/or any of the foregoing persons their respective directors, members, partners, officers, employees or Affiliates (other than the Principal Shareholder or the Blade GroupSurviving Subsidiary) (collectively, the “DSAQ SPAC Group”), on the one hand, and (iiy) PubCo MultiplAI, the Surviving Subsidiary and/or any member of the Principal Shareholder Company Group, on the other hand, any legal counsel, including Xxxxxxxx & Xxxxx LLP Xxxxxxxxx Xxxxxxx, P.A. (“XxxxxxxxXxxxxxxxx”), that represented DSAQ SPAC and/or Sponsor the Sponsor, prior to the Closing may represent the Sponsor and/or any other member of the DSAQ Group SPAC Group, in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving SPACSubsidiary, and even though such counsel may have represented PubCo and/or the Surviving SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo or the Surviving Subsidiary and/or any member of the SPAC and/or Group. SPAC, MultiplAI, the Sponsor. The PartiesCompany and Merger Sub, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPACSubsidiary), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding based upon, Action arising out of, of or relating to, this Agreement, any other Transaction Document, Document or the Transactions or the Hunch Reorganization) between or among SPAC, the Sponsor and/or any other member of the DSAQ SPAC Group, on the one hand, and XxxxxxxxXxxxxxxxx, on the other hand (the “Xxxxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Transactions Merger and belong to members of the DSAQ SPAC Group after the Closing, and shall not pass to or be claimed or controlled by PubCothe Surviving Subsidiary. Notwithstanding the foregoing, any privileged communications or information shared by PubCo the Company or Merger Sub prior to the Closing with DSAQ SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo. PubCo, together with any of its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Privileged Communications, whether located in the records or email server of PubCo, the Surviving SPAC or their respective Subsidiaries, in any Proceeding against or involving any of the Parties after the Closing, and PubCo agree not to assert that any privilege has been waived as to the Xxxxxxxx Privileged Communications, by virtue of the TransactionsCompany. (b) The Parties acknowledge SPAC, the Company, MultiplAI, and agreeMerger Sub, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPACSubsidiary), hereby agree that, in the event a dispute with respect to this Agreement, Agreement or the Transactions or the Hunch Reorganization arises after the Closing between or among (ix) the Principal Shareholders, the former shareholders or holders of other equity interests of the Principal Shareholders Company or Merger Sub and/or any of the foregoing persons their respective directors, members, partners, officers, employees or Affiliates (other than the Blade Group) (collectively, the “Principal Shareholder Company Group”), on the one hand, and (iiy) the Blade Group and/or any member of the DSAQ SPAC Group, on the other hand, any legal counsel, including Xxxxxxxx Xxxxxxxx & Schole Linklaters LLP (“EllenoffLinklaters”) that represented was adverse to the Blade Group or the Principal Shareholders Surviving Subsidiary prior to the Closing may represent any member of the Principal Shareholder Company Group in such dispute even though the interests of such Persons may be directly adverse to the Blade GroupSurviving Subsidiary, and even though such counsel may have represented PubCo the Company and Merger Sub in a matter substantially related to such dispute, or may be handling ongoing matters for PubCothe Surviving Subsidiary. The PartiesSPAC, MultiplAI, the Company and Merger Sub, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPACSubsidiary), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding based upon, Action arising out of, of or relating to, this Agreement, any other Transaction Document, Documents or the Transactions or the Hunch Reorganization) between or among the Principal Shareholder and/or the Blade Group Company, Merger Sub and/or any other member of the Principal Shareholder Company Group, on the one hand, and EllenoffLinklaters, on the other hand (the “Ellenoff Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Transactions Merger and belong to the Principal Shareholder Company Group after the Closing, and shall not pass to or be claimed or controlled by PubCothe Surviving Subsidiary. Notwithstanding the foregoing, any privileged communications or information shared by DSAQ any member of the SPAC Group prior to the Closing with PubCo the Company, Merger Sub, or MultiplAI under a common interest agreement shall remain the privileged communications or information of DSAQ. PubCo, together with any of its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any such member of the Ellenoff Privileged Communications, whether located in the records or email server of PubCo, the Surviving SPAC or their respective Subsidiaries, in any Proceeding against or involving any of the Parties after the Closing, and PubCo agrees not to assert that any privilege has been waived as to the Ellenoff Privileged Communications, by virtue of the Transactions. [Signature pages follow]Group.

Conflicts and Privilege. (a) The Each of the Parties acknowledge to this Agreement, on its own behalf and agree, on behalf of their its respective directors, managers, members, partners, officers, Affiliates, successors and assigns (including, after the Closing, the Surviving SPACCompany), hereby agree that, in the event a dispute with respect to this Agreement, Agreement or the Transactions or the Hunch Reorganization arises after the Closing between or among (i) Sponsor, the former shareholders or holders of other equity interests of DSAQ or stockholders or holders of other equity interests of Sponsor and/or Yucaipa and any of the foregoing persons their respective directors, members, partners, officers, employees or Affiliates (other than TopCo and the Principal Shareholder or the Blade GroupCompany) (collectively, the “DSAQ Yucaipa Group”), on the one hand, and (ii) PubCo TopCo, the Company and/or any member of the Principal Shareholder GroupSSU Group (as defined below), on the other hand, any legal counsel, including Xxxxxxxx & Xxxxx LLP (“Xxxxxxxx”), that represented DSAQ Yucaipa and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the DSAQ Group Yucaipa Group, in such dispute even though the interests of such Persons may be directly adverse to PubCo TopCo or the Surviving SPACCompany, and even though such counsel may have represented PubCo and/or TopCo or the Surviving SPAC Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo TopCo, the Company or the Surviving SPAC Company and/or the Sponsor. The PartiesYucaipa, TopCo and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPACCompany), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding based upon, Action arising out of, of or relating to, this Agreement, any other Transaction Document, the Transactions Documents or the Hunch ReorganizationTransactions) between or among the Sponsor and/or any other member of the DSAQ Yucaipa Group, on the one hand, and Xxxxxxxx, on the other hand (the “Xxxxxxxx Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the DSAQ Yucaipa Group after the Closing, and shall not pass to or be claimed or controlled by PubCoTopCo and/or the Company. Notwithstanding the foregoing, any privileged communications or information shared by PubCo TopCo or the Company prior to the Closing with DSAQ or Yucaipa and/or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCothe Company and/or TopCo. PubCoTopCo and the Company, together with any of its their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Privileged Communications, whether located in the records or email server of PubCoTopCo, the Company, the Surviving SPAC Company or their respective Subsidiaries, in any Proceeding Action against or involving any of the Parties parties after the Closing, and PubCo TopCo and the Company agree not to assert that any privilege has been waived as to the Xxxxxxxx Privileged Communications, by virtue of the Transactions. (b) The Parties acknowledge Yucaipa, TopCo and agreethe Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPACCompany), hereby agree that, in the event a dispute with respect to this Agreement, the Transactions Agreement or the Hunch Reorganization transactions contemplated hereby arises after the Closing between or among (i) the Principal Shareholders, the former shareholders or holders of other equity interests of the Principal Shareholders and/or Company and any of the foregoing persons their respective directors, members, partners, officers, employees or Affiliates (other than TopCo and the Blade GroupCompany) (collectively, the “Principal Shareholder SSU Group”), on the one hand, and (ii) TopCo, the Blade Group Company and/or any member of the DSAQ Yucaipa Group, on the other hand, any legal counsel, including Xxxxxxxx Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Schole Xxxx LLP and XxXxxxxxx, Will & Xxxxx LLP (collectively “EllenoffCompany Counsel”) that represented the Blade Group TopCo or the Principal Shareholders Company prior to the Closing may represent any member of the Principal Shareholder SSU Group in such dispute even though the interests of such Persons may be directly adverse to TopCo or the Blade GroupCompany, and even though such counsel may have represented PubCo TopCo and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for PubCoTopCo and/or the Company. The PartiesYucaipa, TopCo and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving SPACCompany), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Proceeding based upon, Action arising out of, of or relating to, this Agreement, any other Transaction Document, the Transactions Documents or the Hunch ReorganizationTransactions) between or among the Principal Shareholder Company and/or the Blade Group TopCo and/or any other member of the Principal Shareholder SSU Group, on the one hand, and EllenoffCompany Counsel, on the other hand (the “Ellenoff Company Counsel Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the Principal Shareholder SSU Group after the Closing, and shall not pass to or be claimed or controlled by PubCoTopCo and/or the Company. Notwithstanding the foregoing, any privileged communications or information shared by DSAQ Yucaipa prior to the Closing with PubCo the Company and/or TopCo under a common interest agreement shall remain the privileged communications or information of DSAQthe Company and/or TopCo. PubCoTopCo and the Company, together with any of its their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Ellenoff Company Counsel Privileged Communications, whether located in the records or email server of PubCoTopCo, the Company, the Surviving SPAC Company or their respective Subsidiaries, in any Proceeding Action against or involving any of the Parties parties after the Closing, and PubCo agrees TopCo and the Company agree not to assert that any privilege has been waived as to the Ellenoff Company Counsel Privileged Communications, by virtue of the Transactions. [Signature pages follow].

Conflicts and Privilege. (a) The Parties acknowledge Acquiror, the Company, PubCo and agreeAmalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving SPACCorporation), hereby agree that, in the event a dispute with respect to this Agreement, the Transactions Agreement or the Hunch Reorganization transactions contemplated hereby arises after the Amalgamation Closing between or among (ix) the Sponsor, the former shareholders or holders of other equity interests of DSAQ Acquiror or stockholders or holders of other equity interests of the Sponsor and/or any of the foregoing persons their respective directors, members, partners, officers, employees or Affiliates (other than the Principal Shareholder or the Blade GroupSurviving Corporation) (collectively, the “DSAQ Bridgetown 2 Group”), on the one hand, and (iiy) PubCo the Surviving Corporation and/or any member of the Principal Shareholder PropertyGuru Group, on the other hand, any legal counsel, including Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP (“XxxxxxxxSkadden”), that represented DSAQ Acquiror and/or the Sponsor prior to the Amalgamation Closing may represent the Sponsor and/or any other member of the DSAQ Bridgetown 2 Group in such dispute even though the interests of such Persons may be directly adverse to PubCo or the Surviving SPACCorporation, and even though such counsel may have represented PubCo and/or the Surviving SPAC Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo or the Surviving SPAC Corporation and/or the Sponsor. The PartiesAcquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving SPACCorporation), 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 Proceeding based upon, Action arising out of, of or relating to, this Agreement, any other Transaction Document, the Transactions Document or the Hunch Reorganizationtransactions contemplated hereby or thereby) between or among Acquiror, the Sponsor and/or any other member of the DSAQ Bridgetown 2 Group, on the one hand, and XxxxxxxxSkadden, on the other hand (the “Xxxxxxxx Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Transactions Merger and belong to the DSAQ Bridgetown 2 Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by PubCothe Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by PubCo the Company or Amalgamation Sub prior to the Amalgamation Closing with DSAQ Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of PubCo. PubCo, together with any of its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxxxxxx Privileged Communications, whether located in the records or email server of PubCo, the Surviving SPAC or their respective Subsidiaries, in any Proceeding against or involving any of the Parties after the Closing, and PubCo agree not to assert that any privilege has been waived as to the Xxxxxxxx Privileged Communications, by virtue of the TransactionsCompany. (b) The Parties acknowledge Acquiror, the Company and agreeAmalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving SPACCorporation), hereby agree that, in the event a dispute with respect to this Agreement, the Transactions Agreement or the Hunch Reorganization transactions contemplated hereby arises after the Amalgamation Closing between or among (ix) the Principal Shareholders, the former shareholders or holders of other equity interests of the Principal Shareholders Company, Amalgamation Sub and/or any of the foregoing persons their respective directors, members, partners, officers, employees or Affiliates (other than the Blade GroupSurviving Corporation) (collectively, the “Principal Shareholder PropertyGuru Group”), on the one hand, and (iiy) the Blade Group Surviving Corporation and/or any member of the DSAQ Bridgetown 2 Group, on the other hand, any legal counsel, including Xxxxxxxx Xxxxxxxx Xxxxxx & Schole Xxxxxxx LLP (“EllenoffLatham”) ), that represented the Blade Group or the Principal Shareholders Company prior to the Amalgamation Closing may represent any member of the Principal Shareholder PropertyGuru Group in such dispute even though the interests of such Persons may be directly adverse to the Blade GroupSurviving Corporation, and even though such counsel may have represented PubCo Acquiror, the Company and/or Amalgamation Sub in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo. The Partiesthe Surviving Corporation, Acquiror, the Company and Amalgamation Sub, on behalf of their respective successors and assigns (including, after the Amalgamation Closing, the Surviving SPACCorporation), 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 Proceeding based upon, Action arising out of, of or relating to, this Agreement, any other Transaction Document, the Transactions Documents or the Hunch Reorganizationtransactions contemplated hereby or thereby) between or among the Principal Shareholder and/or the Blade Group Company, Amalgamation Sub and/or any other member of the Principal Shareholder PropertyGuru Group, on the one hand, and EllenoffLatham, on the other hand (the “Ellenoff Privileged Communications”)hand, the attorney/client privilege and the expectation of client confidence shall survive the Transactions Merger and belong to the Principal Shareholder PropertyGuru Group after the Amalgamation Closing, and shall not pass to or be claimed or controlled by PubCothe Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by DSAQ Acquiror prior to the Amalgamation Closing with PubCo the Company under a common interest agreement shall remain the privileged communications or information of DSAQ. PubCo, together with any of its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Ellenoff Privileged Communications, whether located in the records or email server of PubCo, the Surviving SPAC or their respective Subsidiaries, in any Proceeding against or involving any of the Parties after the Closing, and PubCo agrees not to assert that any privilege has been waived as to the Ellenoff Privileged Communications, by virtue of the Transactions. [Signature pages follow]Corporation.