BUSINESS COMBINATION AGREEMENT BY AND AMONG DRAGONEER GROWTH OPPORTUNITIES CORP., CHARIOT OPPORTUNITY MERGER SUB, INC., AND CYPRESS HOLDINGS, INC. DATED AS OF FEBRUARY 2, 2021Business Combination Agreement • February 3rd, 2021 • Dragoneer Growth Opportunities Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of February 2, 2021, is made by and among Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (“Dragoneer”), Chariot Opportunity Merger Sub, Inc., a Delaware corporation (“Chariot Merger Sub”), and Cypress Holdings, Inc., a Delaware corporation (the “Company”). Dragoneer, Chariot Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
AMENDED AND RESTATED REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT BY AND AMONG DRAGONEER GROWTH OPPORTUNITIES CORP. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF FEBRUARY 2, 2021Registration and Shareholder Rights Agreement • February 3rd, 2021 • Dragoneer Growth Opportunities Corp. • Blank checks • Delaware
This AMENDED AND RESTATED REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of February 2, 2021, is made by and among:
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • February 3rd, 2021 • Dragoneer Growth Opportunities Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of February 2, 2021, is made by and among Dragoneer Growth Opportunities Holdings, a Cayman Islands limited liability company (the “Sponsor”), the other holders of Dragoneer Class B Shares set forth on Schedule I hereto (the “Other Class B Holders”, and together with the Sponsor, collectively, the “Class B Holders”), Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company (“Dragoneer”), Cypress Holdings, Inc., a Delaware corporation (the “Company”) and, solely with respect to Section 6, Marc Stad and Pat Robertson. The Sponsor, the Other Class B Holders, Dragoneer and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as hereinafter defined).
