AGREEMENT AND PLAN OF MERGER By and Among HEDYCHIUM GROUP LIMITED HEDYCHIUM LIMITED and PROPERTYGURU GROUP LIMITED Dated as of August 16, 2024Merger Agreement • August 16th, 2024 • Propertyguru Group LTD • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 16, 2024 (this “Agreement”), is by and among Hedychium Group Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), Hedychium Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a wholly owned Subsidiary of Parent (“Merger Sub”), and PropertyGuru Group Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 7th, 2021 • PropertyGuru Group LTD • Services-computer processing & data preparation • New York
Bridgetown 2 Holdings Limited c/o 38/F Champion Tower Hong Kong Re: Initial Public Offering Gentlemen:Underwriting Agreement • December 7th, 2021 • PropertyGuru Group LTD • Services-computer processing & data preparation
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
WARRANT AGREEMENTWarrant Agreement • December 7th, 2021 • PropertyGuru Group LTD • Services-computer processing & data preparation • 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”);
ContractNovation, Assumption and Amendment Agreement • December 7th, 2021 • PropertyGuru Group LTD • Services-computer processing & data preparation • 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 7th, 2021 • PropertyGuru Group LTD • Services-computer processing & data preparation
This Indemnification Agreement (“Agreement”) is entered into as a deed on ________ __, 20__ by and between PropertyGuru Group Limited, an exempted company incorporated in the Cayman Islands (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
Dated 17 March 2022 TPG Asia VI SF Pte. Ltd. and TPG Asia VI SPV GP LLC in its capacity as general partner of TPG Asia VI Digs 1 L.P. and Epsilon Asia Holdings II Pte. Ltd. and REA Asia Holding Co. Pty Ltd. and REA Group Limited and PropertyGuru Group...Shareholders' Agreement • March 23rd, 2022 • PropertyGuru Group LTD • Services-computer processing & data preparation • New York
ContractCompany Holders Support and Lock-Up Agreement • December 7th, 2021 • PropertyGuru Group LTD • Services-computer processing & data preparation • 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 7th, 2021 • PropertyGuru Group LTD • Services-computer processing & data preparation • 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 • December 7th, 2021 • PropertyGuru Group LTD • Services-computer processing & data preparation • 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”).
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, 2021Business Combination Agreement • December 7th, 2021 • PropertyGuru Group LTD • Services-computer processing & data preparation • 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”).
FORM OF WARRANT CERTIFICATE [Reverse]Warrant Agreement • December 7th, 2021 • PropertyGuru Group LTD • Services-computer processing & data preparation
The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive PubCo Shares pursuant to a Novation, Assumption and Amendment Agreement made and entered into as a deed as of [●], 2021, by and among PropertyGuru Pte. Ltd., PropertyGuru Group Limited (“PubCo”), and Epsilon Asia Holdings II Pte. Ltd., (the “Company Warrant Agreement”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Company Warrant Agreement may be obtained by the holder hereof upon written request to PubCo. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to th
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 16th, 2024 • Propertyguru Group LTD • Services-computer processing & data preparation • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of August 16, 2024 (this “Agreement”), is being entered into by and among PropertyGuru Group Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”), the shareholders listed on the signature page(s) hereto (together with any subsequent shareholders or transferees who become “Shareholders” pursuant to Section 3 below, collectively, the “Shareholders” and each, individually, a “Shareholder”), and Hedychium Group Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
