Exhibit 10.1

   

  

  INVESTMENT MANAGEMENT TRUST AGREEMENT
    

   

  This Investment Management Trust Agreement (this “Agreement”)
    is made effective as of August [•], 2020 by and between Dragoneer Growth Opportunities Corp., a Cayman Islands exempted company
    (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

   

  WHEREAS, the Company’s registration statement on Form
    S-1, File No. 333-240078 (the “Registration Statement”) and prospectus (the “Prospectus”)
    for the initial public offering of the Company’s units (the “Units”), each of which consists of
    one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
    and a fraction of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such
    initial public offering hereinafter referred to as the “Offering”), has been declared effective as of
    the date hereof by the U.S. Securities and Exchange Commission; and

   

  WHEREAS, the Company has entered into an Underwriting Agreement
    (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P.
    Morgan Securities LLC, as representatives (the “Representatives”) to the several underwriters (the “Underwriters”)
    named therein; and

   

  WHEREAS, as described in the Prospectus, $600,000,000 of the
    gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $690,000,000
    if the Underwriters’ option to purchase additional units is exercised in full) will be delivered to the Trustee to be deposited
    and held in a segregated trust account located at all times in the United States (the “Trust Account”)
    for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter
    provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the
    “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred
    to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred
    to together as the “Beneficiaries”); and

   

  WHEREAS, pursuant to the Underwriting Agreement, a portion of
    the Property equal to $21,000,000, or $24,150,000 if the Underwriters’ option to purchase additional units is exercised in
    full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters
    upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and

   

  WHEREAS, the Company and the Trustee desire to enter into this
    Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

   

  NOW THEREFORE, IT IS AGREED:

   

  1. Agreements and Covenants of Trustee. The Trustee hereby
    agrees and covenants to:

   

  (a) Hold the Property in trust for the Beneficiaries in accordance
    with the terms of this Agreement in the Trust Account established by the Trustee in the United States at J.P. Morgan Chase Bank,
    N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;

   

  (b) Manage, supervise and administer the Trust Account subject
    to the terms and conditions set forth herein;

   

  (c) In a timely manner, upon the written instruction of the
    Company, invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16) of the
    Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions
    of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or
    any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee
    may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account
    funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration;

   

  (d) Collect and receive, when due, all principal, interest or
    other income arising from the Property, which shall become part of the “Property,” as such term is used
    herein;

   

  
     

    
      
 

  

   

  (e) Promptly notify the Company and the Representative of all
    communications received by the Trustee with respect to any Property requiring action by the Company;

   

  (f) Supply any necessary information or documents as may be
    requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating
    to assets held in the Trust Account;

   

  (g) Participate in any plan or proceeding for protecting or
    enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;

   

  (h) Render to the Company monthly written statements of the
    activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;

   

  (i) Commence liquidation of the Trust Account only after and
    promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”)
    in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on
    behalf of the Company by its Chief Executive Officer, President, Chief Operating Officer or other authorized officer of the Company,
    and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on
    the funds held in the Trust Account and not previously released to us to pay our income taxes (less up to $100,000 of interest
    to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon
    the date which is the later of (1) 24 months after the closing of the Offering (or 27 months from the closing of Offering if the
    Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination within 24 months
    from the closing of Offering but has not completed a Business Combination within such 24 month period) and (2) such later date
    as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and
    articles of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust
    Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B
    and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
    to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the
    Public Shareholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in
    a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received
    no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust
    Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders. It is acknowledged
    and agreed that there should be no reduction in the principal amount per share initially deposited in the Trust Account;

   

  (j) Upon written request from the Company, which may be given
    from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal
        Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on the
    Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest
    or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or
    other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority, so long as there is
    no reduction in the principal amount initially deposited in the Trust Account; provided, however, that to the extent
    there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the
    Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed that
    any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request
    of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee
    shall have no responsibility to look beyond said request;

   

  (k) Upon written request from the Company, which may be given
    from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption
        Withdrawal Instruction”), the Trustee shall distribute to the remitting brokers on behalf of Public Shareholders
    redeeming Ordinary Shares the amount required to pay redeemed Ordinary Shares from Public Shareholders pursuant to the Company’s
    amended and restated memorandum and articles of association; and

   

  (l) Not make any withdrawals or distributions from the Trust
    Account other than pursuant to Section 1(i), (j) or (k) above.

   

  
     

    
      
 

  

    

  2. Agreements and Covenants of the Company. The Company
    hereby agrees and covenants to:

   

  (a) Give all instructions to the Trustee hereunder in writing,
    signed by the Company’s Chief Executive Officer, President, Chief Operating Officer or other authorized officer of the Company.
    In addition, except with respect to its duties under Sections 1(i), (j) or (k) hereof, the Trustee shall be
    entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith
    and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided
    that the Company shall promptly confirm such instructions in writing;

   

  (b) Subject to Section 4 hereof, hold the Trustee harmless
    and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses
    suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding
    brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates
    to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses
    and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the
    Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends
    to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred
    to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against
    such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection
    of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without
    the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in
    such action with its own counsel;

   

  (c) Pay the Trustee the fees set forth on Schedule A
    hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject
    to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees
    unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof. The Company shall
    pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee
    shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation
    of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in
    this Section 2(c) and as may be provided in Section 2(b) hereof;

   

  (d) In connection with any vote of the Company’s shareholders
    regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving
    the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit
    or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such
    Business Combination;

   

  (e) Provide the Representative with a copy of any Termination
    Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account
    promptly after it issues the same;

   

  (f) Unless otherwise agreed between the Company and the Representative,
    ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form
    of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative
    on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person;

   

  (g) Instruct the Trustee to make only those distributions that
    are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under
    this Agreement;

   

  (h) If the Company seeks to amend any provisions of its amended
    and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to
    provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business
    Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the
    time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares
    (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment
        Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public
    Shareholders who exercise their redemption option in connection with such Amendment; and

   

  (i) Within five (5) business days after the Underwriters exercise
    their option to purchase additional units (or any unexercised portion thereof) or such option to purchase additional units expires,
    provide the Trustee with a notice in writing of the total amount of the Deferred Discount.

   

  
     

    
      
 

  

   

  3. Limitations of Liability. The Trustee shall have no
    responsibility or liability to:

   

  (a) Imply obligations, perform duties, inquire or otherwise
    be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;

   

  (b) Take any action with respect to the Property, other than
    as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising
    out of the Trustee’s gross negligence, fraud or willful misconduct;

   

  (c) Institute any proceeding for the collection of any principal
    and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless
    and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall
    have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

   

  (d) Change the investment of any Property, other than in compliance
    with Section 1 hereof;

   

  (e) Refund any depreciation in principal of any Property;

   

  (f) Assume that the authority of any person designated by the
    Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company
    shall have delivered a written revocation of such authority to the Trustee;

   

  (g) The other parties hereto or to anyone else for any action
    taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment,
    except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected
    in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which
    counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution
    and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained)
    which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person
    or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this
    Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party
    or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;

   

  (h) Verify the accuracy of the information contained in the
    Registration Statement;

   

  (i) Provide any assurance that any Business Combination entered
    into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;

   

  (j) File information returns with respect to the Trust Account
    with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable
    by the Company, if any, relating to any interest income earned on the Property;

   

  (k) Prepare, execute and file tax reports, income or other tax
    returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of
    whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except
    pursuant to Section 1(j) hereof; or

   

  (l) Verify calculations, qualify or otherwise approve the Company’s
    written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.

   

  4. Trust Account Waiver. The Trustee has no right of
    set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust
    Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future.
    In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section
      2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the
    Trust Account and not against the Property or any monies in the Trust Account.

   

  5. Termination. This Agreement shall terminate as follows:

   

  (a) If the Trustee gives written notice to the Company that
    it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending
    which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that
    a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee
    shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies
    of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
    that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice
    from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
    or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune
    from any liability whatsoever; or

   

  
     

    
      
 

  

   

  (b) At such time that the Trustee has completed the liquidation
    of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property
    in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).

   

  6. Miscellaneous.

   

  (a) The Company and the Trustee each acknowledge that the Trustee
    will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the
    Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each
    party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such
    confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon
    all information supplied to it by the Company, including, account names, account numbers, and all other identifying information
    relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
    gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from
    any error in the information or transmission of the funds.

   

  (b) This Agreement shall be governed by and construed and enforced
    in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in
    the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile
    counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

   

  (c) This Agreement contains the entire agreement and understanding
    of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j) and 1(k) hereof
    (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding
    Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, voting together as a single class; provided
      that no such amendment will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in
    connection with a shareholder vote to amend this Agreement to modify the substance or timing of the Company’s obligation
    to provide for the redemption of the Public Shares in connection with an initial Business Combination or an Amendment or to redeem
    100% of its Ordinary Shares if the Company does not complete its initial Business Combination within the time frame specified in
    the Company’s amended and restated memorandum and articles of association), this Agreement or any provision hereof may only
    be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.

   

  (d) The parties hereto consent to the jurisdiction and venue
    of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder.
    AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

   

  (e) Any notice, consent or request to be given in connection
    with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private
    courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail:

   

  if to the Trustee, to:

   

  Continental Stock Transfer & Trust Company 

  1 State Street, 30th Floor 

  New York, New York 10004 

  Attn: Francis E. Wolf, Jr. & Celeste Gonzalez 

  Email: fwolf@continentalstock.com 

  cgonzalez@continentalstock.com

   

  
     

    
      
 

  

   

  if to the Company, to:

   

  Dragoneer Growth Acquisition Corp.  

  One Letterman Drive 

  Building D, Suite M500 

  San Francisco, CA 94129 

  Attn: Michael Dimitruk 

  Email: michael@dragoneer.com

   

  in each case, with copies to:

   

  Ropes & Gray LLP 

  1211 Avenue of the Americas 

  New York, New York 10036 

  Attn: Paul D. Tropp 

  Christopher J. Capuzzi 

  E-mail: paul.tropp@ropesgray.com 

  christopher.capuzzi@ropesgray.com

   

  and

    

  Citigroup Global Markets Inc. 

  388 Greenwich Street 

  New York, New York 10013 

  Attn: Pavan Bellur 

  Email: pavan.bellur@citigroup.com 

    

  and

    

  Goldman Sachs & Co. LLC 

  200 West Street 

  New York, NY 10282 

  Attn: Registration Department 

    

  and

    

  J.P. Morgan Securities LLC 

  383 Madison Avenue 

  New York, New York 10179 

  Attn: Equity Syndicate Desk 

   

  and

   

  Kirkland & Ellis LLP 

  601 Lexington Avenue 

  New York, New York 10022 

  Attn: Christian O. Nagler 

  E-mail: cnagler@kirkland.com 

   

  (f) Each of the Company and the Trustee hereby represents that
    it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations
    as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account,
    including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.

   

  (g) This Agreement is the joint product of the Trustee and the
    Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall
    not be construed for or against any party hereto.

   

  
     

    
      
 

  

   

  (h) This Agreement may be executed in any number of counterparts,
    each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
    Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient
    delivery thereof.

   

  (i) Each of the Company and the Trustee hereby acknowledges
    and agrees that the Representative on behalf of the Underwriters is a third-party beneficiary of this Agreement.

   

  (j) Except as specified herein, no party to this Agreement may
    assign its rights or delegate its obligations hereunder to any other person or entity.

   

  [Signature Page Follows]

   

  
     

    
      
 

  

   

  IN WITNESS WHEREOF, the parties have duly executed this
    Investment Management Trust Agreement as of the date first written above. 

  	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	DRAGONEER GROWTH OPPORTUNITIES CORP.
	 	 	 
	 	By:	 
	 	Name: 	Pat Robertson
	 	Title:	President and Chief Operating Officer


    

  

  [Signature Page to Investment Management Trust Agreement]

   

  
     

    
      
 

  

   

  SCHEDULE A 

  	 	 	 	 	 	 	 
	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), (j), and (k)	 	Billed by Trustee to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 


  

  
  
     

  

  
   

  
     

    
      
 

  

   

  EXHIBIT A 

   

  [Letterhead of Company] 

   

  [Insert date] 

   

  Continental Stock Transfer & Trust Company 

  1 State Street, 30th Floor 

  New York, New York 10004 

  Attn: Francis E. Wolf, Jr. & Celeste Gonzalez

   

  Re: Trust Account No. Termination Letter

   

  Ladies and Gentlemen:

   

  Pursuant to Section 1(i) of the Investment Management
    Trust Agreement between Dragoneer Growth Opportunities Corp. (the “Company”) and Continental Stock Transfer
    & Trust Company (“Trustee”), dated as of August [•], 2020 (the “Trust Agreement”),
    this is to advise you that the Company has entered into an agreement with ___________ (the “Target Business”)
    to consummate a business combination with Target Business (the “Business Combination”) on or about [insert
      date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period
    as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized
    terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

   

  In accordance with the terms of the Trust Agreement, we hereby
    authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds into the trust operating
    account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Account
    will be immediately available for transfer to the account or accounts that the Representative (with respect to the Deferred Discount)
    and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in said
    trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Representative will
    earn any interest or dividends.

   

  On the Consummation Date (i) counsel for the Company shall deliver
    to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently
    with your transfer of funds to the accounts as directed by the Company (the “Notification”), and (ii)
    the Company shall deliver to you (a) a certificate of the Chief Executive Officer, Chief Financial Officer or other authorized
    officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders,
    if a vote is held and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of
    the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction
        Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon
    your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event
    that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify
    the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
    and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary
    for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall
    be terminated.

   

  In the event that the Business Combination is not consummated
    on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date
    of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust
    Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation
    Date as set forth in such notice as soon thereafter as possible.

   

  
     

    
      
 

  

    

  	 	 	 
	 	Very truly yours,
	 	 
	 	Dragoneer Growth Opportunities Corp.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


   

  		cc:	Citigroup Global Markets Inc. 

          Goldman Sachs & Co.
          LLC 

          J.P. Morgan Securities LLC


   

  
     

    
      
 

  

   

  EXHIBIT B 

   

  [Letterhead of Company] 

   

  [Insert date] 

   

  Continental Stock Transfer & Trust Company 

  1 State Street, 30th Floor 

  New York, New York 10004 

  Attn: Francis E. Wolf, Jr. & Celeste Gonzalez

   

  Re: Trust Account No. Termination Letter

   

  Ladies and Gentlemen:

   

  Pursuant to Section 1(i) of the Investment Management
    Trust Agreement between Dragoneer Growth Opportunities Corp. (the “Company”) and Continental Stock Transfer
    & Trust Company (the “Trustee”), dated as of August [•], 2020 (the “Trust Agreement”),
    this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business
        Combination”) within the time frame specified in the Company’s Amended and Restated Memorandum and Articles
    of Association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined
    herein shall have the meanings set forth in the Trust Agreement.

   

  In accordance with the terms of the Trust Agreement, we hereby
    authorize you to liquidate all of the assets in the Trust Account on ____________, 20___ and to transfer the total proceeds into
    the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has
    selected __________ as the effective date for the purpose of determining the Public Shareholders that will be entitled to receive
    their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation
    proceeds while on deposit in the trust operating account You agree to be the Paying Agent of record and, in your separate capacity
    as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms
    of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution
    of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account,
    your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j)
    of the Trust Agreement.  

  	 	 	 
	 	Very truly yours,
	 	 
	 	Dragoneer Growth Opportunities Corp.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


   

  		cc:	Citigroup Global Markets Inc. 

          Goldman Sachs & Co.
          LLC 

          J.P. Morgan Securities LLC


   

  
     

    
      
 

  

   

  EXHIBIT C 

   

  [Letterhead of Company] 

   

  [Insert date] 

   

  Continental Stock Transfer & Trust Company 

  1 State Street, 30th Floor 

  New York, New York 10004 

  Attn: Francis E. Wolf, Jr. & Celeste Gonzalez

   

  Re: Trust Account No. Tax Payment Withdrawal Instruction

   

  Ladies and Gentlemen:

   

  Pursuant to Section 1(j) of the Investment Management
    Trust Agreement between Dragoneer Growth Opportunities Corp. (the “Company”) and Continental Stock Transfer
    & Trust Company (the “Trustee”), dated as of August [•], 2020 (the “Trust Agreement”),
    the Company hereby requests that you deliver to the Company $___________ of the interest income earned on the Property as of the
    date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

   

  The Company needs such funds to pay for the tax obligations
    as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed
    and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating
    account at:

   

  [WIRE INSTRUCTION INFORMATION]  

  	 	 	 
	 	Very truly yours,
	 	 
	 	Dragoneer Growth Opportunities Corp.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


   

  		cc:	Citigroup Global Markets Inc. 

          Goldman Sachs & Co.
          LLC 

          J.P. Morgan Securities LLC


   

  
     

    
      
 

  

   

  EXHIBIT D 

   

  [Letterhead of Company] 

   

  [Insert date] 

   

  Continental Stock Transfer & Trust Company 

  1 State Street, 30th Floor 

  New York, New York 10004 

  Attn: Francis E. Wolf, Jr. & Celeste Gonzalez

   

  Re: Trust Account No. Shareholder Redemption Withdrawal Instruction

   

  Ladies and Gentlemen:

   

  Pursuant to Section 1(k) of the Investment Management
    Trust Agreement between Dragoneer Growth Opportunities Corp. (the “Company”) and Continental Stock Transfer
    & Trust Company (the “Trustee”), dated as of August [•], 2020 (the “Trust Agreement”),
    the Company hereby requests that you deliver to the Company’s shareholders $___________ of the principal and interest income
    earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in
    the Trust Agreement.

   

  Pursuant to Section 1(k) of the Trust Agreement, this is to
    advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust Agreement, we hereby
    authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[•] of the proceeds of the Trust Account
    to the trust operating account at J.P. Morgan Chase Bank, N.A. for distribution to the shareholders that have requested redemption
    of their shares in connection with such Amendment. 

  	 	 	 
	 	Very truly yours,
	 	 
	 	Dragoneer Growth Opportunities Corp.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


   

  		cc:	Citigroup Global Markets Inc. 

          Goldman Sachs & Co.
          LLC 

          J.P. Morgan Securities LLC