Dragoneer Growth Opportunities Corp. 60,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • August 11th, 2020 • Dragoneer Growth Opportunities Corp. • Blank checks • New York
Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for you are acting as Representatives (the “Representatives”), an aggregate of 60,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 9,000,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in th
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 11th, 2020 • Dragoneer Growth Opportunities Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of August [•], 2020, is entered into by and between Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Dragoneer Growth Opportunities Holdings, a Cayman Islands limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • August 11th, 2020 • Dragoneer Growth Opportunities Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August [•], 2020, is made and entered into by and among Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), Dragoneer Growth Opportunities Holdings, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Dragoneer Growth Opportunities Corp. One Letterman Drive Building D, Suite M500 San Francisco, CA 94129Underwriting Agreement • August 11th, 2020 • Dragoneer Growth Opportunities Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 60,000,000 of the Company’s units (including 9,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and a fraction of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment.
WARRANT AGREEMENT between DRAGONEER GROWTH OPPORTUNITIES CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August [__], 2020Warrant Agreement • August 11th, 2020 • Dragoneer Growth Opportunities Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated August [•], 2020, is by and between Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 11th, 2020 • Dragoneer Growth Opportunities Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August [•], 2020 by and between Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 11th, 2020 • Dragoneer Growth Opportunities Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of August [●], 2020, by and among Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Dragoneer Funding LLC (the “Purchaser”).
INDEMNITY AGREEMENTIndemnification Agreement • August 11th, 2020 • Dragoneer Growth Opportunities Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August [•], 2020, by and between Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
