EX-10.5





 Exhibit 10.5 

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT 

between 
 BRIDGETOWN 2
HOLDINGS LIMITED 
 PROPERTYGURU GROUP LIMITED 

and 
 CONTINENTAL STOCK
TRANSFER & TRUST COMPANY 
 Dated July 23, 2021 

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. 

WHEREAS, pursuant to the Existing Warrant Agreement, the Company issued 12,960,000 Private Placement Warrants to the Sponsor; 

WHEREAS, on July 23, 2021, the Company, PubCo, PropertyGuru Pte. Ltd. (“PG”) and B2 PubCo Amalgamation Sub Pte. Ltd.
(“Amalgamation Sub”) entered into a business combination agreement (as amended, modified or supplemented, from time to time, the “Business Combination Agreement”); 

WHEREAS, all of the Warrants are governed by the Existing Warrant Agreement; 

WHEREAS, pursuant to the Business Combination Agreement, (i) the Company will merge with and into PubCo, with PubCo surviving such merger
(the “Merger”), and as a result of the Merger, the holders of Ordinary Shares of the Company shall become holders of ordinary shares of PubCo (the “PubCo Ordinary Shares”) and (ii) Amalgamation Sub and PG will
amalgamate and continue as one company (the “Amalgamation”), with the Company being the surviving entity and becoming a wholly-owned Subsidiary of PubCo; 

WHEREAS, upon consummation of the Merger, as provided in Section 4.4 of the Existing Warrant Agreement, the Warrants
will no longer be exercisable for Ordinary Shares of the Company but instead will be exercisable (subject to the terms of the Existing Warrant Agreement as amended hereby) for PubCo Ordinary Shares; 

WHEREAS, the Board of the Company has determined that the consummation of the transactions contemplated by the Business Combination Agreement
will constitute a Business Combination (as defined in the Existing Warrant Agreement); 
 WHEREAS, in connection with the Merger, the
Company desires to assign all of its right, title and interest in the Existing Warrant Agreement to PubCo and PubCo wishes to accept such assignment; 












 WHEREAS, Section 7.8 of the Existing Warrant Agreement provides
that the holders of a majority of the then outstanding Private Placement Warrants and Working Capital Warrants may amend the Existing Warrant Agreement; and 

WHEREAS, Sponsor is the holder of a majority of the outstanding Private Placement Warrants and no Working Capital Warrants are outstanding.

 NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows: 

 

	1.	 Assignment and Assumption; Consent. 



 

	1.1	 Assignment and Assumption. As of and with effect on and from the Merger Closing (as defined in the
Business Combination Agreement, the “Closing”): the Company hereby assigns to PubCo all of the Company’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby); PubCo hereby assumes, and agrees
to pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s liabilities and obligations under the Existing Warrant Agreement (as amended hereby) arising on, from and after the Closing. 



 

	1.2	 Consent. The Warrant Agent hereby consents to (i) the assignment of the Existing Warrant Agreement
by the Company to PubCo pursuant to Section 1.1 and the assumption of the Existing Warrant Agreement by PubCo from the Company pursuant to Section 1.1, in each case effective as of the Closing, and
(ii) the continuation of the Existing Warrant Agreement (as amended by this Agreement), in full force and effect from and after the Closing. 


  

	2.	 Amendment of Existing Warrant Agreement. 



Effective as of the Closing, the Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this
Section 2, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are to provide for the delivery of Alternative Issuance pursuant to
Section 4.4 of the Existing Warrant Agreement (in connection with the Merger and the transactions contemplated by the Business Combination Agreement), and the Sponsor hereby consents to the amendments to the Existing
Warrant Agreement as provided in this Section 2. 
  

	2.1	 References to the “Company”. All references to the “Company” in the Existing Warrant
Agreement (including all Exhibits thereto) shall be references to PubCo. 


  

	2.2	 References to Ordinary Shares. All references to “Ordinary Shares” in the Existing Warrant
Agreement (including all Exhibits thereto) shall be references to PubCo Ordinary Shares. 


  

	2.3	 References to Business Combination. All references to “Business Combination” in the Existing
Warrant Agreement (including all Exhibits thereto) shall be references to the transactions contemplated by the Business Combination Agreement, and references to “the completion of the Business Combination” and all variations thereof in the
Existing Warrant Agreement (including all Exhibits thereto) shall be references to the Closing. 


  

	2.4	 Notice Clause. Section 7.2 of the Existing Warrant Agreement is hereby deleted
and replaced with the following: 


 “Notices. Any notice, statement or demand authorized by this Agreement to
be given or made by the Warrant Agent or by the holder of any Warrant to or on PubCo shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by PubCo with the Warrant Agent), as follows: 

  
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 PropertyGuru Group Limited 

c/o 38/F Champion Tower 
 3 Garden
Road, Central 
 Hong Kong 

Attention: Steve Teichman; Derek Fong 

Email: Steve.Teichman@pcg-group.com; Derek.Fong@pcg-group.com
with a copy 
 (which shall not constitute notice) to: 

Skadden, Arps, Slate, Meagher & Flom LLP 

42/F, Edinburgh Tower, The Landmark 

15 Queen’s Road Central, Hong Kong 

			
	Attention:	 	Jonathan B. Stone
		 	Rajeev P. Duggal
	Email:	 	jonathan.stone@skadden.com
		 	rajeev.duggal@skadden.com

 Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant
or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage
prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows: 
 Continental Stock
Transfer & Trust Company 
 One State Street, 30th Floor 

New York, NY 10004 
 Attention:
Compliance Department 
  

	3.	 Miscellaneous Provisions. 



 

	3.1	 Effectiveness of the Amendment. Each of the parties hereto acknowledges and agrees that the
effectiveness of this Agreement shall be expressly subject to the occurrence of the Merger and substantially contemporaneous occurrence of the Merger Closing and shall automatically be terminated and shall be null and void if the Business
Combination Agreement shall be terminated for any reason. 


  

	3.2	 Successors. All the covenants and provisions of this Agreement by or for the benefit of PubCo, the
Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns. 


  

	3.3	 Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement
shall be governed in all respects by the laws of the State of New York. Subject to applicable law, each of PubCo and the Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement
shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such
action, proceeding or claim. Each of PubCo and the Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not
apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. 



  
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 Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be
deemed to have notice of and to have consented to the forum provisions in this Section 3.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court
located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to:
(x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the
forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such
warrant holder. 
  

	3.4	 Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signed copy of this Agreement delivered by facsimile,
e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 



 

	3.5	 Effect of Headings. The section headings herein are for convenience only and are not part of this
Agreement and shall not affect the interpretation thereof. 


  

	3.6	 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any
term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there
shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. 



  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written. 
  

					
	BRIDGETOWN 2 HOLDINGS LIMITED
		
	By:	 	/s/ Daniel Wong
		 	 Name:
	 	Daniel Wong
		 	 Title:
	 	Director
	
	PROPERTYGURU GROUP LIMITED
		
	By:	 	/s/ Daniel Wong
		 	 Name:
	 	Daniel Wong
		 	 Title:
	 	Director
	
	BRIDGETOWN 2 LLC
		
	By:	 	/s/ Daniel Wong
		 	 Name:
	 	Daniel Wong
		 	 Title:
	 	Director
	
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
		
	By:	 	/s/ Stacy Aqui
		 	 Name:
	 	Stacy Aqui
		 	 Title:
	 	Vice President