INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 26th, 2021 • Dragoneer Growth Opportunities Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 22, 2021 by and between Dragoneer Growth Opportunities Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Dragoneer Growth Opportunities Alpha Holdings September 29, 2020 One Letterman Drive Building D, Suite M500 San Francisco, CA 94129 RE: Securities Subscription AgreementDragoneer Growth Opportunities Corp. III • March 2nd, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on September 29, 2020 by and between Dragoneer Growth Opportunities Alpha Holdings, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Dragoneer Growth Opportunities Alpha 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 26th, 2021 • Dragoneer Growth Opportunities Corp. III • 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 March 22, 2021 is entered into by and between Dragoneer Growth Opportunities Corp. III, a Cayman Islands exempted company (the “Company”), and Dragoneer Growth Opportunities Holdings III, a Cayman Islands limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 26th, 2021 • Dragoneer Growth Opportunities Corp. III • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 22, 2021 is made and entered into by and among Dragoneer Growth Opportunities Corp. III, a Cayman Islands exempted company (the “Company”), Dragoneer Growth Opportunities Holdings III, 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”).
Dragoneer Growth Opportunities Corp. III 40,000,000 Class A Ordinary Shares1 UNDERWRITING AGREEMENTDragoneer Growth Opportunities Corp. III • March 9th, 2021 • Blank checks • New York
Dragoneer Growth Opportunities Corp. III, 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 40,000,000 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 6,000,000 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
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • March 9th, 2021 • Dragoneer Growth Opportunities Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Dragoneer Growth Opportunities Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Dragoneer Growth Opportunities Corp. III 40,000,000 Class A Ordinary Shares1 UNDERWRITING AGREEMENTAgreement • March 26th, 2021 • Dragoneer Growth Opportunities Corp. III • Blank checks • New York
Dragoneer Growth Opportunities Corp. III, 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 40,000,000 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 6,000,000 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
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 2nd, 2021 • Dragoneer Growth Opportunities Corp. III • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of February 15, 2021, between Dragoneer Growth Opportunities Corp. III, a Cayman Islands exempted company (the “Company”), and Dragoneer Funding III LLC (the “Purchaser”).
WARRANT AGREEMENT between DRAGONEER GROWTH OPPORTUNITIES CORP. III and DRAGONEER GROWTH OPPORTUNITIES HOLDINGS III Dated March 22, 2021Warrant Agreement • March 26th, 2021 • Dragoneer Growth Opportunities Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 22, 2021, is by and between Dragoneer Growth Opportunities Corp. III, a Cayman Islands exempted company (the “Company”), and Dragoneer Growth Opportunities Holdings III, a Cayman Islands limited liability company (the “Sponsor”).
INDEMNITY AGREEMENTIndemnity Agreement • March 9th, 2021 • Dragoneer Growth Opportunities Corp. III • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Dragoneer Growth Opportunities Corp. III, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
March 22, 2021 Dragoneer Growth Opportunities Corp. III One Letterman Drive Building D, Suite M500 San Francisco, CA 94129Letter Agreement • March 26th, 2021 • Dragoneer Growth Opportunities Corp. III • 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. III, 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 named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 46,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share ( “Ordinary Shares”) (including 6,000,000 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 “Commission
AMENDMENT NO. 1 TO PROMISSORY NOTEPromissory Note • March 2nd, 2021 • Dragoneer Growth Opportunities Corp. III • Blank checks • New York
THIS AMENDMENT NO. 1 TO PROMISSORY NOTE (this “Amendment”) is made as of February 11, 2021 (the “Effective Date”), by and among Dragoneer Growth Opportunities Corp. III, a Cayman Islands exempted company and blank check company (the “Maker”), and Dragoneer Growth Opportunities Holdings III, a Cayman Islands limited liability company, or its registered assigns or successors in interest (the “Payee”).
INDEMNITY AGREEMENTIndemnity Agreement • March 26th, 2021 • Dragoneer Growth Opportunities Corp. III • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 22, 2021, by and between Dragoneer Growth Opportunities Corp. III, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
