EX-10.4





 Exhibit 10.4 

November 16, 2020 
 Dragoneer Growth Opportunities Corp. II 

One Letterman Drive 
 Building D, Suite M500 

San Francisco, CA 94129 
 Re: Initial Public
Offering 
 Ladies and Gentlemen: 
 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 27,600,000 of
the Company’s Class A ordinary shares, par value $0.0001 per share ( “Ordinary Shares”) (including 3,600,000 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”). Certain capitalized terms used herein are defined in paragraph 1 hereof. 

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dragoneer Growth Opportunities Holdings II (the “Sponsor”) and each of the undersigned (each, an
“Insider” and, collectively, the “Insiders”) hereby agree with the Company as follows: 
 1.
Definitions. As used herein, (a) “Business Combination” shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities;
(b) “Founder Shares” shall mean the 6,900,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering; (c) “Private Placement
Shares” shall mean the Ordinary Shares of the Company that will be acquired by the Sponsor for an aggregate purchase price of $6,800,000 (or up to $7,520,000 if the Underwriters’ exercise their option to purchase additional
Ordinary Shares in full) in a private placement that shall close simultaneously with the consummation of the Public Offering; (d) “Public Shareholders” shall mean the holders of Ordinary Shares issued in the Public Offering;
(e) “Public Shares” shall mean the Ordinary Shares issued in the Public Offering; (f) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and
the sale of the Private Placement Shares shall be deposited; (g) “Transfer” shall mean the (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the 












 
Commission promulgated thereunder with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause
(i) or (ii); and (h) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time. 

2. Representations and Warranties. 

(a) The Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant to the Company that it, she or he has the
full right and power, without violating any agreement to which it, she or he is bound (including, without limitation, any non-competition or non-solicitation agreement
with any employer or former employer), to enter into this Letter Agreement, and, as applicable, to serve as an officer of the Company and/or a director on the Company’s Board of Directors (the “Board”), as applicable,
and each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer and/or director of the Company, as applicable. 

(b) Each Insider represents and warrants, with respect to herself or himself, that such Insider’s biographical information furnished to
the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to such Insider’s background. The Insider’s questionnaire
furnished to the Company is true and accurate in all material respects. Each Insider represents and warrants that such Insider is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; such Insider has never been convicted of, or pleaded
guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and such Insider is not currently a defendant in any
such criminal proceeding; and such Insider has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. 

3. Business Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a
proposed initial Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business
Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares, Private Placement Shares and any Public Shares held by it, her or him, as applicable, in favor of such
proposed initial Business Combination (including any proposals recommended by the Board in connection with such proposed initial Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such
shareholder approval. 

  
 2 













 4. Failure to Consummate a Business Combination; Trust Account Waiver. 

(a) The Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the Company fails to
consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up;
(ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the
number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for
claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment to the Charter (i) that would modify the substance or timing of the Company’s
obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination
within the required time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares unless the Company provides its Public Shareholders with the opportunity to redeem their Public
Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account and not previously released to the Company to pay taxes, if any, divided by the number of then-outstanding Public Shares. 
 (b) The
Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that it, she or he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of
any liquidation of the Company with respect to the Founder Shares and Private Placement Shares held by it, her or him, if any. The Sponsor and each Insider hereby further waives, with respect to any Founder Shares, Private Placement Shares and
Public Shares held by it, her or him, as applicable, any redemption rights it, she or he may have in connection with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a shareholder
vote to approve such Business Combination or a shareholder vote to approve an amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have
their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the time period set forth in the Charter or (ii) with
respect to any provision relating to the rights of holders of Public Shares (although the Sponsor and the Insiders shall be entitled to liquidation rights with respect to any Public Shares they hold if the Company fails to consummate an initial
Business Combination within the required time period set forth in the Charter). 

  
 3 













 5. Lock-up; Transfer Restrictions. 

(a) The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (i) one year after the completion of the Company’s initial Business Combination and (ii) subsequent to the completion of the Company’s initial
Business Combination, the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash,
securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to the Company’s initial Business Combination, the closing price
of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 120 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up. 
 (b) Subject to the provisions set forth in paragraph 5(c), the Sponsor and Insiders
agree that they shall not effectuate any Transfer of Private Placement Shares until 30 days after the completion of the Company’s initial Business Combination. 

(c) Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares and Private Placement
Shares are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any direct or indirect members or partners of the Sponsor or their affiliates, any
affiliates of the Sponsor, including to funds affiliated with Dragoneer Investment Group, LLC (“Dragoneer”), and to direct or indirect members or partners of funds affiliated with Dragoneer or any affiliates thereof, or any
employees of such affiliates; (ii) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of
such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations
order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares or Private Placement Shares, as applicable, were originally purchased;
(vi) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (vii) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination,
(viii) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (ix) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in
all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that in the
case of clauses (i) through (vi) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. 

(d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each
Insider shall not, without the prior written consent of the Representatives, Transfer any Ordinary Shares or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to
certain exceptions enumerated in Section 5(g) of the Underwriting Agreement. 

  
 4 













 6. Remedies. The Sponsor and each of the Insiders hereby agree and acknowledge that
(a) each of the Underwriters and the Company would be irreparably injured in the event of a breach by the Sponsor or such Insider of its, her or his obligations, as applicable under paragraphs 3, 4, 5, 7, 10
and 11, (b) monetary damages may not be an adequate remedy for such breach and (c) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such
party may have in law or in equity, in the event of such breach. 
 7. Payments by the Company. Except as disclosed in the Prospectus,
neither the Sponsor nor any affiliate of the Sponsor nor any director or officer of the Company nor any affiliate of the officers shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any payment
of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is). 

8. Director and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’ and
officers’ liability insurance, and the Insiders shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers. 

9. Termination. This Letter Agreement shall terminate on the earlier of (a) the expiration of the Founder Shares Lock-up Period and (b) the liquidation of the Company. 
 10. Indemnification. In the event of
the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold
harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation,
whether pending or threatened) to which the Company may become subject as a result of any claim by (a) any third party for services rendered or products sold to the Company (except for the Company’s independent auditors) or (b) any
prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”); provided, however, that such indemnification of the Company by the Indemnitor (x) shall
apply only to the extent necessary to ensure that such claims by a third party for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public
Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of
interest that may be withdrawn to pay the Company’s tax obligations, (y) shall not apply to any claims by a third party or Target who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such
waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the
right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it
shall undertake such defense. 

  
 5 













 11. Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise
their option to purchase additional Ordinary Shares within 45 days from the date of the Prospectus in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender to the Company for no consideration, for cancellation
at no cost, an aggregate number of Founder Shares so that the number of Founder Shares will equal of 20% of the sum of the total number of Ordinary Shares (excluding the Private Placement Shares) and Founder Shares outstanding at such time. The
Sponsor and Insiders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a share capitalization or a share repurchase, as applicable, with respect to the Founder Shares immediately
prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Ordinary Shares (excluding the Private Placement Shares) and Founder Shares outstanding at such
time. 
 12. Entire Agreement. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in
respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions
contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by (a) each Insider that is the
subject of any such change, amendment, modification or waiver and (b) the Sponsor. 
 13. Assignment. No party hereto may assign
either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not
operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each of the Insiders and each of their respective successors, heirs, personal representatives and assigns and
permitted transferees. 
 14. Counterparts. This Letter Agreement may be executed in any number of original or facsimile counterparts,
and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 

15. Effect of Headings. The paragraph headings herein are for convenience only and are not part of this Letter Agreement and shall not
affect the interpretation thereof. 
 16. Severability. This Letter Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the
parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. 

  
 6 













 17. Governing Law. This Letter 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. The parties hereto (a) all agree that any
action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue,
which jurisdiction and venue shall be exclusive, and (b) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum. 

18. Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter 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 facsimile or other electronic transmission. 

[Signature Page Follows] 

  
 7 













 
			
	Sincerely,
	
	DRAGONEER GROWTH OPPORTUNITIES HOLDINGS II
		
	By:	 	 /s/ Pat Robertson

	Name:	 	Pat Robertson
	Title:	 	Manager


 [Signature Page to Letter Agreement] 













			
	By:	 	 /s/ Marc Stad

	Name:	 	Marc Stad


 [Signature Page to Letter Agreement] 













			
	By:	 	 /s/ Pat Robertson

	Name:	 	Pat Robertson


 [Signature Page to Letter Agreement] 












 
			
	By:	 	 /s/ Sarah J. Friar

	Name:	 	Sarah J. Friar


 [Signature Page to Letter Agreement] 












 
			
	By:	 	 /s/ David D. Ossip

	Name:	 	David D. Ossip


 [Signature Page to Letter Agreement] 












 
			
	By:	 	 /s/ Gokul Rajaram

	Name:	 	Gokul Rajaram


 [Signature Page to Letter Agreement] 












 
			
	By:	 	 /s/ Jay Simons

	Name:	 	Jay Simons


 [Signature Page to Letter Agreement] 













			
	 Acknowledged and Agreed:

	
	 DRAGONEER GROWTH OPPORTUNITIES CORP. II

		
	 By:
	 	 /s/ Pat Robertson

	 Name:
	 	 Pat Robertson

	 Title:
	 	 President and Chief Operating Officer


 [Signature Page to Letter Agreement]