BUSINESS COMBINATION AGREEMENT BY AND AMONG DRAGONEER GROWTH OPPORTUNITIES CORP. II, REDWOOD OPPORTUNITY MERGER SUB, INC., REDWOOD MERGER SUB LLC AND PAPAY TOPCO, INC. DATED AS OF JULY 23, 2021Business Combination Agreement • July 23rd, 2021 • Dragoneer Growth Opportunities Corp. II • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 23, 2021, is made by and among Dragoneer Growth Opportunities Corp. II, a Cayman Islands exempted company (“Dragoneer”), Redwood Opportunity Merger Sub, Inc., a Delaware corporation (“Merger Sub I”), Redwood Merger Sub LLC, a Delaware limited liability company (“Merger Sub II”), and Papay Topco, Inc., a Delaware corporation (the “Company”). Dragoneer, Merger Sub I, Merger Sub II 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.
