INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 6th, 2020 • Dragoneer Growth Opportunities Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November [●], 2020 by and between Dragoneer Growth Opportunities Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Dragoneer Growth Opportunities Beta Corp. One Letterman Drive Building D, Suite M500 San Francisco, CA 94129Dragoneer Growth Opportunities Corp. II • October 30th, 2020 • Blank checks • New York
This agreement (this “Agreement”) is entered into on September 29, 2020 by and between Dragoneer Growth Opportunities Beta Holdings, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Dragoneer Growth Opportunities Beta Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 2,875,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 14th, 2021 • Cvent Holding Corp. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021 between Cvent Holding Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 20th, 2020 • Dragoneer Growth Opportunities Corp. II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 16, 2020, is made and entered into by and among Dragoneer Growth Opportunities Corp. II, a Cayman Islands exempted company (the “Company”), Dragoneer Growth Opportunities Holdings II, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, including 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”).
November 16, 2020 Dragoneer Growth Opportunities Corp. II One Letterman Drive Building D, Suite M500 San Francisco, CA 94129Letter Agreement • November 20th, 2020 • Dragoneer Growth Opportunities Corp. II • 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. II, a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 27,600,000 of the Company’s Class A ordinary shares, par value $0.0001 per share ( “Ordinary Shares”) (including 3,600,000 Ordinary Shares that may be purchased pursuant to the Underwriters’ option to purchase additional Ordinary Shares). The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Com
AGREEMENT AND PLAN OF MERGER by and among CAPSTONE BORROWER, INC., CAPSTONE MERGER SUB, INC. and CVENT HOLDING CORP. Dated as of March 14, 2023Agreement and Plan of Merger • March 14th, 2023 • Cvent Holding Corp. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 14, 2023, by and among Capstone Borrower, Inc., a Delaware corporation (“Parent”), Capstone Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Cvent Holding Corp., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to herein as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
CREDIT AGREEMENT dated as of May 27, 2022 among PAPAY HOLDCO, LLC, as Holdings, CVENT, INC., as Borrower, The other Loan Parties Party Hereto, The Lenders Party Hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent PNC BANK, NATIONAL...Credit Agreement • May 31st, 2022 • Cvent Holding Corp. • Services-prepackaged software • New York
This CREDIT AGREEMENT, dated as of May 27, 2022 (as it may be amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, this “Agreement”), among PAPAY HOLDCO, LLC, a Delaware limited liability company (“Holdings”), CVENT, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto from time to time, the Lenders party hereto from time to time, the Issuing Banks party hereto from time to time, and PNC BANK, NATIONAL ASSOCIATION, as the Administrative Agent.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 20th, 2020 • Dragoneer Growth Opportunities Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 16, 2020 by and between Dragoneer Growth Opportunities Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • November 20th, 2020 • Dragoneer Growth Opportunities Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of November 16, 2020, is entered into by and between Dragoneer Growth Opportunities Corp. II, a Cayman Islands exempted company (the “Company”), and Dragoneer Growth Opportunities Holdings II, a Cayman Islands limited liability company (the “Purchaser”).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 14th, 2021 • Cvent Holding Corp. • Services-prepackaged software • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of November 30, 2017, is made among Cvent, Inc., a Delaware corporation (“Cvent” and the “Borrower”), Papay Holdco, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) party hereto upon becoming a party hereto, the Lenders and Issuing Banks from time to time party hereto, Goldman Sachs Bank USA, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”), and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”), as swing line lender (in such capacity, the “Swing Line Lender”) and as the Issuing Bank.
Dragoneer Growth Opportunities Corp. II 20,000,000 Class A Ordinary Shares1 UNDERWRITING AGREEMENTAgreement • November 6th, 2020 • Dragoneer Growth Opportunities Corp. II • Blank checks • New York
Dragoneer Growth Opportunities Corp. II, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 20,000,000 Class A Ordinary Shares (the “Firm Shares”), par value $0.0001 per share (the “Offering”), of the Company (the “Ordinary Shares”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Ordinary Shares to cover over-allotments (the “Option Shares”); the Option Shares, together with the Firm Shares, being hereinafter called the “Shares”). 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 this Agreement and not otherwise d
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 30th, 2020 • Dragoneer Growth Opportunities Corp. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of October 29, 2020, between Dragoneer Growth Opportunities Corp. II, a Cayman Islands exempted company (the “Company”), and Dragoneer Funding II LLC (the “Purchaser”).
MASTER SERVICES AGREEMENTMaster Services Agreement • September 29th, 2021 • Dragoneer Growth Opportunities Corp. II • Services-prepackaged software • California
This Master Services Agreement (this “Agreement”) is made and effective as of November 29, 2016 (the “Effective Date”) by and between Vista Consulting Group, LLC (“VCG”) and Cvent, Inc., a Delaware corporation (“Service Recipient”). Each of VCG and Service Recipient may be referred to herein as a “Party” or the “Parties”.
June 6, 2017 Rajeev AggarwalDragoneer Growth Opportunities Corp. II • September 29th, 2021 • Services-prepackaged software • Virginia
This is your employment agreement with Cvent, Inc., a Delaware corporation (as such company’s name may change from time to time and such company’s successors and assigns, the “Company”). It sets forth the terms of your continued employment by the Company, which shall be effective as of the closing (the “Closing”) of the transactions (the “Transaction”) contemplated by that certain Agreement and Plan of Merger, dated as of April 17, 2016, by and among the Company, Papay Holdco, LLC, a Delaware limited liability company (“Parent”) and Papay Merger Sub, Inc., a Delaware corporation, pursuant to which the Company became a wholly-owned subsidiary of Parent on November 29, 2016 (the “Closing Date”). We are very excited about this opportunity and value the role that you will serve on our team going forward.
INDEMNITY AGREEMENTIndemnity Agreement • November 20th, 2020 • Dragoneer Growth Opportunities Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 16, 2020, by and between Dragoneer Growth Opportunities Corp. II, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
Dragoneer Growth Opportunities Corp. II 24,000,000 Class A Ordinary Shares1 UNDERWRITING AGREEMENTDragoneer Growth Opportunities Corp. II • November 20th, 2020 • Blank checks • New York
Dragoneer Growth Opportunities Corp. II, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 24,000,000 Class A Ordinary Shares (the “Firm Shares”), par value $0.0001 per share (the “Offering”), of the Company (the “Ordinary Shares”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,600,000 additional Ordinary Shares to cover over-allotments (the “Option Shares”); the Option Shares, together with the Firm Shares, being hereinafter called the “Shares”). 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 this Agreement and not otherwise d
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.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 29th, 2021 • Dragoneer Growth Opportunities Corp. II • Services-prepackaged software
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 16, 2021 (this “Agreement”), by and among Cvent, Inc., a Delaware corporation (the “Borrower”), Papay Holdco, LLC, a Delaware limited liability company (“Holdings”), the other Credit Parties party hereto, the Extending Lenders (as defined below) party hereto, the Issuing Bank, the Swing Line Lender, and Goldman Sachs Bank USA, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders. This Agreement shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement (as defined below) and the other Loan Documents. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Amended Credit Agreement.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 14th, 2021 • Cvent Holding Corp. • Services-prepackaged software • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 8, 2021 (the “Effective Date”), by and among Cvent Holding Corp., a Delaware corporation, formerly Dragoneer Growth Opportunities Corp. II, a Cayman Island exempted company (the “Company”), each of the Persons identified on the signature pages hereto under the heading “Vista Investors” (collectively, the “Vista Investors”), Dragoneer Growth Opportunities Holdings II, a Cayman Islands limited liability company (“Dragoneer Sponsor”) and each other Person executing and delivering a counterpart to this Agreement with the Company as an “Other Investor” (each an “Other Investor” and together with the Vista Investors and Dragoneer Sponsor, the “Investors”). Each of the Company, the Vista Investors and Dragoneer Sponsor may be referred to in this Agreement as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2021 • Cvent Holding Corp. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 8, 2021 among Cvent Holding Corp. (formerly known as Dragoneer Growth Opportunities Corp. II), a Delaware corporation (the “Company”), and (i) each of the investors listed on the Schedule of Sponsor Investors attached hereto (the “Sponsor Investors”), (ii) each of the executives listed on the Schedule of Executives attached hereto (the “Executives”), (iii) each of the investors listed on the Schedule of Dragoneer Investors attached hereto (the “Dragoneer Investors”) and (iv) each Person listed on the Schedule of Other Investors attached hereto and each other Person that acquires Capital Stock from the Company after the date hereof and becomes a party to this Agreement by the execution and delivery of a Joinder (collectively, the “Other Investors” and, together with the Sponsor Investors, the Executives and the Dragoneer Investors, the “Investors”). Except as otherwise specified herein, all
November 15, 2022Non-Solicitation Agreement • March 14th, 2023 • Cvent Holding Corp. • Services-prepackaged software
This is your employment agreement with Cvent, Inc., a Delaware corporation (as such company’s name may change from time to time and such company’s successors and assigns, the “Company”). It sets forth the terms of your continued employment by the Company. We are very excited about your leadership in Legal and value the role that you will serve on our team going forward.
Forrester Research Inc. Citation Agreement and ConsentAgreement and Consent • September 29th, 2021 • Dragoneer Growth Opportunities Corp. II • Services-prepackaged software
Subject to the terms and conditions set forth herein, Forrester Research, Inc. (“Forrester”) hereby consents to the quotation by Cvent, Inc. (“Requester”), in certain materials to be presented to potential financial partners and Form S-4 and Form 8-K which may be filed by Requester with the U.S. Securities and Exchange Commission (the “Filing”), of the following Forrester information that has been published in print (the “Forrester Information”):
INCREMENTAL FACILITY ASSUMPTION AGREEMENT NO. 1Incremental Facility Assumption Agreement • September 29th, 2021 • Dragoneer Growth Opportunities Corp. II • Services-prepackaged software • New York
This INCREMENTAL FACILITY ASSUMPTION AGREEMENT NO. 1 (this “Agreement”), dated as of October 16, 2018, is made by and among Cvent, Inc., a Delaware corporation (“Borrower”). Papay Holdco, LLC, a Delaware limited liability company (“Holdings”), the other Credit Parties party hereto, each of the financial institutions party hereto as lenders (in such capacity, the “2018 Incremental Lenders”) and Goldman Sachs Bank USA, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders under, and as defined in, the Credit Agreement (as defined below).
INCREMENTAL FACILITY ASSUMPTION AGREEMENT NO. 2Incremental Facility Assumption Agreement • September 29th, 2021 • Dragoneer Growth Opportunities Corp. II • Services-prepackaged software • New York
This INCREMENTAL FACILITY ASSUMPTION AGREEMENT NO. 2 (this “Agreement”), dated as of October 26, 2018, is made by and among Cvent, Inc., a Delaware corporation (“Borrower”), Papay Holdco, LLC, a Delaware limited liability company (“Holdings”), the other Credit Parties party hereto, each of the financial institutions party hereto as lenders (in such capacity, the “2018-B Incremental Lenders”) and Goldman Sachs Bank USA, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders under, and as defined in, the Credit Agreement (as defined below).
