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”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 6th, 2020 • Dragoneer Growth Opportunities Corp. II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November [●], 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”).
Dragoneer Growth Opportunities Corp. II One Letterman Drive Building D, Suite M500 San Francisco, CA 94129Letter Agreement • November 6th, 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 23,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share ( “Ordinary Shares”) (including 3,000,000 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 “Com
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • November 6th, 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 [●], 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”).
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
INDEMNITY AGREEMENTIndemnity Agreement • November 6th, 2020 • Dragoneer Growth Opportunities Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Dragoneer Growth Opportunities Corp. II, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
