EX-10.7





 Exhibit 10.7 

Dragoneer Growth Opportunities Alpha Corp. 

One Letterman Drive 
 Building D,
Suite M500 
 San Francisco, CA 94129 
  

			
	Dragoneer Growth Opportunities Alpha Holdings	  	September 29, 2020
	One Letterman Drive	  	
	Building D, Suite M500	  	
	San Francisco, CA 94129	  	

  

			
	 RE:  Securities Subscription Agreement


 Gentlemen: 

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: 
 1. Subscription and Purchase of Securities. 

1.1. Subscription and Purchase of Shares. For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges
receiving in the form of a capital contribution, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, 375,000 of which are subject to forfeiture, on the terms and
subject to the conditions set forth in this Agreement. All references in this Agreement to shares of the Company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. 

1.2. Surrender of Class B Ordinary Share. upon the issue of the Shares, the Subscriber hereby surrenders to the Company for no
consideration the one Class B ordinary share held by the Subscriber following the incorporation of the Company. 
 2. Representations, Warranties
and Agreements. 
 2.1. Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Shares to
the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows: 
 2.1.1. No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Shares. 

2.1.2. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the
transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the limited liability company agreement of the 

  
 1 













 
Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any
agreement, order, judgment or decree to which the Subscriber is subject. 
 2.1.3. Formation, Registration and Authority. The
Subscriber is a Cayman Islands limited liability company, validly existing and in good standing under the laws of the Cayman Islands and possesses all requisite power and authority necessary to carry out the transactions contemplated by this
Agreement. Upon execution and delivery by you, this Agreement will be a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in
equity). 
 2.1.4. Experience, Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is
able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”) and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber is capable of evaluating the merits
and risks of its investment in the Company and has the capacity to protect its own interests. Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the
Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment in the Shares.

 2.1.5. Access to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the
opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional
information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon
Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished
pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects. 

2.1.6. Investment Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own
account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof in violation of the registration requirements of the Securities Act. The Subscriber did not decide to enter into
this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 of Regulation D under the Securities Act. 

2.1.7. Restrictions on Transfer; Shell Company. Subscriber understands the Shares are being offered in a transaction not involving a
public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the


  
 2 













 
certificates or book-entries representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer
the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that if any transfer of its
Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the
Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until one year following consummation of the
initial business combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions. 

2.1.8. No Governmental Consents. No governmental, administrative or other third party consents or approvals are required or necessary on
the part of Subscriber in connection with the transactions contemplated by this Agreement. 
 2.2. Company’s Representations,
Warranties and Agreements. To induce the Subscriber to subscribe for and purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows: 

2.2.1. Incorporation and Power. The Company is a Cayman Islands exempted company and is qualified to do business in every jurisdiction
in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite power and authority necessary to carry out
the transactions contemplated by this Agreement. 
 2.2.2. No Conflicts. The execution, delivery and performance of this Agreement and
the consummation by the Company of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the memorandum and articles of association of the Company, (ii) any agreement, indenture or instrument
to which the Company is a party or (iii) any law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject. 

2.2.3. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the
Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members,
the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject,
(b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber. 

2.2.4. No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the
Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages or to
obtain other relief in connection with any transactions. 

  
 3 













 3. Forfeiture of Shares. 

3.1. Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the
underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it shall forfeit any and all rights to such number of Shares (up to an aggregate of 375,000 Shares and pro rata based upon the percentage of
the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) Class A ordinary
shares of the Company, $0.0001 par value per share (the “Class A Shares” and, together with the Shares, “Ordinary Shares”), issuable upon exercise of any warrants, (ii) any securities
purchased by Subscriber in the Company’s IPO or in the aftermarket or (iii) the Shares issued to the Subscriber in respect of the forward purchase) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.

 3.2. Termination of Rights as Shareholder. If any of the Shares are forfeited in accordance with this Section 3, then after
such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such Shares, and the Company shall take such action as is appropriate to cancel such Shares. 

4. Waiver of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby
waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public shareholders and into which substantially all of
the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event
the Subscriber purchases securities in the IPO or in the aftermarket, any Class A Shares so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem
any Ordinary Shares into funds held in the Trust Account upon the successful completion of an initial business combination. 
 5. Restrictions on
Transfer. 
 5.1. Restrictive Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially
as follows: 
 “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.” 
 “THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.” 

5.2. Additional Shares or Substituted Securities. In the event of the declaration of a share capitalization, the declaration of an
extraordinary dividend payable in a form other than Shares, a spin-off, a share sub-division, an adjustment in conversion ratio, a recapitalization or a similar
transaction affecting the Company’s outstanding Ordinary Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares
subject to this Section 5 or into which such Shares thereby 

  
 4 













 
become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the
number and/or class of Shares subject to this Section 5 and Section 3. 
 5.3. Registration Rights. Subscriber acknowledges
that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights
agreement to be entered into with the Company prior to the closing of the IPO. 
 6. Other Agreements. 

6.1. Further Assurances. Subscriber agrees to execute such further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement. 
 6.2. Notices. All notices, statements or other documents which are required or
contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing,
(ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to
such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day
following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail. 

6.3. Entire Agreement. This Agreement, together with that certain insider letter to be entered into between Subscriber and the Company
and the agreements to be entered into between the Company, the Subscriber and the anchor investors with respect to the forward purchase, substantially in the forms to be filed as exhibits to the Registration Statement on Form S-1 associated with the Company’s IPO, embody the entire agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written
agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the
express terms and provisions of this Agreement. 
 6.4. Modifications and Amendments. The terms and provisions of this Agreement may
be modified or amended only by written agreement executed by all parties hereto. 
 6.5. Waivers and Consents. The terms and
provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or
shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given,
and shall not constitute a continuing waiver or consent. 
 6.6. Assignment. The rights and obligations under this Agreement may not
be assigned by either party hereto without the prior written consent of the other party. 

  
 5 













 6.7. Benefit. All statements, representations, warranties, covenants and agreements
in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except
among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement. 
 6.8. Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York applicable to contracts wholly performed within the borders of such state,
without giving effect to the conflict of law principles thereof. 
 6.9. Severability. In the event that any court of competent
jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable
and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in
full force and effect. 
 6.10. No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any
right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this
Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy
hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle the
party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances
without such notice or demand. 
 6.11. Survival of Representations and Warranties. All representations and warranties made by the
parties hereto in this Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf of the parties. 

6.12. No Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any
claim or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any
such claim. 
 6.13. Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for
convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof. 

6.14. Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being 

  
 6 













 
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature
shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof. 

6.15. Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or
question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any
provision of this Agreement. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter
genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The
parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that
there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party
hereto is in breach of the first representation, warranty, or covenant. 
 6.16. Mutual Drafting. This Agreement is the joint product
of the Subscriber 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. 

7. Voting and Tender of Shares. Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates and
submits for approval to the Company’s shareholders and shall not seek redemption or repurchase with respect to such Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the
Company’s shareholders in connection with an initial business combination negotiated by the Company 
 [Signature Page Follows]


  
 7 













 If the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of
this Agreement and return it to us. 
  

			
	Very truly yours,
	
	Dragoneer Growth Opportunities Alpha Corp.
		
	By:	 	 /s/ Pat Robertson

		 	Name: Pat Robertson
		 	Title: Director


 Accepted and agreed as of the date first written above. 

 

			
	Dragoneer Growth Opportunities Alpha Holdings
		
	By:	 	 /s/ Pat Robertson

		 	Name: Pat Robertson
		 	Title: Manager


  
 [Signature Page to
Securities Subscription Agreement]