DRAGONEER GROWTH OPPORTUNITIES CORP. III
DRAGONEER GROWTH OPPORTUNITIES HOLDINGS III
Dated [●], 2021
THIS WARRANT AGREEMENT (this Agreement), dated [●], 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).
WHEREAS, it is proposed that the Company enter into that certain Private Placement Warrants Purchase Agreement, with the Sponsor, pursuant to which the Sponsor will purchase an aggregate of 10,000,000 warrants (or up to 11,200,000 warrants if the underwriters in the Offering (defined below) exercise their Over-allotment Option (as defined below) in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable), bearing the legend set forth in Exhibit C hereto (the Warrants) at a purchase price of $1.00 per Warrant. Each Warrant entitles the holder thereof to purchase one Ordinary Share (as defined below) at a price of $11.50 per share, subject to adjustment as described herein; and
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a Business Combination), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $3,000,000 of such loans may be convertible into up to an additional 3,000,000 Warrants at a price of $1.00 per Warrant; and
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company and the holders of the Warrants; and
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1.1. Warrant Issuance and Register. Upon the initial issuance of the Warrants, the Company shall issue and register the Warrants in the names of the respective holders thereof. The Company shall maintain books (the Warrant Register), for the registration of original issuance and the registration of transfer of the Warrants.
Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.
1.2. Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the Registered Holder) as the absolute owner of such Warrant and of each Warrant represented thereby, for the purpose of any exercise thereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary.