Common use of Sponsor Earnout Shares Clause in Contracts

Sponsor Earnout Shares. Each Class B Holder hereby agrees that (a) prior to the occurrence of a Sponsor Triggering Event, (i) any dividends or other distributions paid or made in respect of any Sponsor Earnout Shares (or any Equity Securities of Dragoneer into which the Sponsor Earnout Shares are converted or for which the Sponsor Earnout Shares are exchanged) held by such Class B Holder shall be set aside by Dragoneer and shall only be paid to such Class B Holder (if at all) upon the occurrence of a Sponsor Triggering Event prior to the tenth anniversary of the Closing Date and (ii) with respect to each matter on which such Class B Holder is entitled to vote any of the Sponsor Earnout Shares owned of record or beneficially by such Class B Holder (or any Equity Securities of Dragoneer into which such Sponsor Earnout Shares are converted or for which such Sponsor Earnout Shares are exchanged), such Class B Holder shall vote such Sponsor Earnout Shares or other Equity Securities (or shall grant or withhold its consent to an action by written consent of the holders of capital stock of the Company) in the manner recommended by the board of directors of Dragoneer, and (b) all of the Sponsor Earnout Shares (or any Equity Securities of Dragoneer into which the Sponsor Earnout Shares are converted or for which the Sponsor Earnout Shares are exchanged) and any dividends or other distributions paid or made in respect thereof shall be automatically and irrevocably forfeited to Dragoneer for no consideration, as a contribution to capital, on the tenth anniversary of the Closing Date if a Sponsor Triggering Event has not occurred before such date.

Sponsor Earnout Shares. Each Class B Holder hereby agrees that (a) prior In accordance with the letter agreement entered into on or about the date hereof by and among the Sponsor, the Parent, the Company and the Seller Representative in the form attached as Exhibit D hereto (the “Sponsor Earnout Letter and Amendment to Escrow Agreement”), the occurrence Sponsor has agreed that effective upon the Closing, the Sponsor will forfeit 1,078,125 of a the Parent Founder Shares owned by the Sponsor Triggering Eventand subject 2,156,250 of the Parent Founder Shares owned by the Sponsor (the “Sponsor Earnout Shares”) to potential forfeiture in the event that the Earnout Payments are not achieved by the Parent and its Subsidiaries, (i) any dividends or other distributions paid or made in respect of any including the Surviving Corporation and Surviving Entity pursuant to this Article II, with such Sponsor Earnout Shares (or any Equity Securities of Dragoneer into which the Sponsor Earnout Shares are converted or for which the Sponsor Earnout Shares are exchanged) held by such Class B Holder shall be set aside by Dragoneer and shall only be paid to such Class B Holder (if at all) upon the occurrence of a Sponsor Triggering Event prior vesting pursuant to the tenth anniversary terms of the Closing Date and this Section 2.3. (iib) with respect to each matter on which such Class B Holder is entitled to vote any One-third (1/3rd) of the Sponsor Earnout Shares owned shall become fully vested and no longer subject to forfeiture upon each date of record final determination pursuant to Section 2.2 that (i) the 2018 Target has been achieved, (ii) the 2019 Target has been achieved, and (iii) the 2020 Target has been achieved, and, in each case, that the applicable Earnout Payment has become payable as a result thereof (whether in the form of a Regular Earnout Payment, Catchup Earnout Payment or beneficially by such Class B Holder (or any Equity Securities Accelerated Earnout Payment). In the event of Dragoneer into which such a Change of Control, all Sponsor Earnout Shares are converted or for which shall immediately vest and no longer be subject to forfeiture upon such Change of Control. (c) Any Sponsor Earnout Shares that have not vested pursuant to this Section 2.3 on or prior to the date that (i) all earned Earnout Payments have been made and (ii) it is finally determined that the Company Securityholders are exchanged)not entitled to or eligible to receive any further Earnout Payments under this Agreement, such Class B Holder shall vote such Sponsor Earnout Shares or other Equity Securities (or shall grant or withhold its consent to an action by written consent of the holders of capital stock of the Company) in the manner recommended will be forfeited by the board of directors of DragoneerSponsor after such date. (d) The Parties hereby acknowledge and agree that notwithstanding Section 2.1, and (b) all each Earnout Payment otherwise payable to the Company Securityholders will be reduced by the amount of the Sponsor Earnout Shares (or any Equity Securities that become vested in connection with an Earnout Payment by directly reducing each Earnout Stock Payment by the amount of Dragoneer into which the Sponsor Earnout Shares are converted or for which the Sponsor Earnout Shares are exchanged) and any dividends or other distributions paid or made in respect thereof shall be automatically and irrevocably forfeited that have become vested pursuant to Dragoneer for no consideration, as a contribution to capital, on the tenth anniversary of the Closing Date if a Sponsor Triggering Event has not occurred before such datethis Section 2.3.

Sponsor Earnout Shares. Each Class B Holder hereby agrees that (a) prior In accordance with the Sponsor Earnout Letter entered into on or about the date hereof by and among the Sponsor, the Parent, the Company and the Holder Representative in the form attached as Exhibit J (the “Sponsor Earnout Letter”), the Sponsor has agreed that effective upon the Closing, the Sponsor will subject 2,500,000 shares of Parent Common Stock owned by the Sponsor (the “Sponsor Earnout Shares”) to potential forfeiture if the occurrence of a Sponsor Triggering EventShare Price Triggers are not achieved by the Parent pursuant to Section 3.7, (i) any dividends or other distributions paid or made in respect of any with such Sponsor Earnout Shares (or vesting pursuant to the terms of this Section 3.8. Certificates representing the Sponsor Earnout Shares shall bear a legend referencing that they are subject to forfeiture pursuant to the provisions of this Agreement. In addition, any Equity Securities of Dragoneer into which transfer agent for Parent Common Stock will be given appropriate stop transfer orders that will be applicable until the Sponsor Earnout Shares are converted or for which the Sponsor Earnout Shares are exchanged) held by such Class B Holder shall be set aside by Dragoneer and shall only be paid to such Class B Holder (if at all) upon the occurrence of a Sponsor Triggering Event prior to the tenth anniversary of the Closing Date and (ii) with respect to each matter on which such Class B Holder is entitled to vote any of the Sponsor Earnout Shares owned of record or beneficially by such Class B Holder (or any Equity Securities of Dragoneer into which such Sponsor Earnout Shares are converted or for which such Sponsor Earnout Shares are exchanged), such Class B Holder shall vote such Sponsor Earnout Shares or other Equity Securities (or shall grant or withhold its consent to an action by written consent of the holders of capital stock of the Company) in the manner recommended by the board of directors of Dragoneer, and vested. (b) Until all of the Sponsor Earnout Shares have become fully vested, fifty percent (or any Equity Securities 50%) of Dragoneer into which the Sponsor Earnout Shares are converted or for which shall become fully vested and no longer subject to forfeiture upon each date of final determination pursuant to Section 3.8(a) that (i) the First Share Price Trigger has been achieved and (ii) the Second Share Price Trigger has been achieved, in each case, that the applicable Holdback Releases has become required to be issued as a result thereof. For the avoidance of doubt and notwithstanding anything contained in this Agreement, no more than fifty percent (50%) of the Sponsor Earnout Shares shall become fully vested for each Share Price Trigger that has been achieved. In the event of a Change of Control, all unvested Sponsor Earnout Shares shall immediately vest and no longer be subject to forfeiture upon such Change of Control. (c) Any Sponsor Earnout Shares that have not vested pursuant to this Section 3.8 on or prior to the date that it is finally determined that the holders of Company Interests are exchanged) and not entitled to or eligible to receive any dividends or other distributions paid or made in respect thereof shall further Holdback Releases under this Agreement, will be automatically and irrevocably forfeited to Dragoneer for no consideration, as a contribution to capital, on by the tenth anniversary of the Closing Date if a Sponsor Triggering Event has not occurred before after such date, and returned to Parent for immediate cancellation.