Common use of Post-Closing Directors and Officers Clause in Contracts

Post-Closing Directors and Officers. (a) Dragoneer shall take all such action within its power as may be necessary or appropriate such that effective immediately after the First Effective Time (i) the Dragoneer Board shall initially consist of the individuals determined in accordance with Section 5.16(b); and (ii) the officers of Dragoneer (the “Officers”) are the individuals determined in accordance with Section 5.16(c). (b) Following the First Effective Time and without limiting the ability for additional directors to be appointed or nominated in accordance with the Investor Rights Agreement, the Dragoneer Certificate of Incorporation and the Dragoneer Bylaws, the Dragoneer Board shall initially consist of (i) the individual that immediately after the First Effective Time will serve as Dragoneer’s Chief Executive Officer as determined in accordance with Section 5.16(c), (ii) upon written notice by the Sponsor to the Company at least ten (10) business days prior to the effectiveness of the Registration Statement / Proxy Statement, one individual designated by Sponsor, who is “independent” and eligible under the listing rules of Nasdaq to serve on the Dragoneer Board’s audit committee or one non-voting board observer designated by the Sponsor and (iii) such additional number of individuals designated by VEP (on behalf of one or more private equity funds that it advises), in each case for individuals eligible to be nominated pursuant to clauses (ii) and (iii) to the extent that such individuals are designated prior to effectiveness of the Registration Statement / Proxy Statement and in each case for any individual referenced in clauses (i)-(iii) to the extent that a director and officer questionnaire has been satisfactorily completed and submitted to Dragoneer and the Company. (c) Immediately after the First Effective Time, the Officers shall be the officers of the Company as of immediately prior to the Mergers.

Post-Closing Directors and Officers. (a) Dragoneer RACA shall take all such action within its power as may be necessary or appropriate such that effective immediately after the First Effective Time (i) the Dragoneer RACA Board shall initially consist of nine (9) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of three (3) directors, Class II consisting of three (3) directors and Class III consisting of three (3) directors; (ii) the members of the RACA Board are the individuals determined in accordance with Section 5.16(b5.17(b); (iii) the members of the compensation committee, audit committee and nominating committee of the RACA Board are the individuals determined in accordance with Section 5.17(c); and (iiiv) the officers of Dragoneer RACA (the “"Officers”") are the individuals determined in accordance with Section 5.16(c5.17(d). (b) Following The nine (9) individuals identified on Section 5.17(b) of the First Effective Time and without limiting Company Disclosure Schedules shall be directors on the ability for additional directors to be appointed or nominated in accordance with the Investor Rights Agreement, the Dragoneer Certificate of Incorporation and the Dragoneer Bylaws, the Dragoneer RACA Board shall initially consist of (i) the individual that immediately after the First Effective Time will serve as Dragoneer’s Chief Executive Officer as determined in accordance with Section 5.16(c), Time. (iic) upon written notice by the Sponsor Prior to the Company at least ten (10) business days prior to the effectiveness of the Registration Statement / Proxy Statement, one individual designated by Sponsor, who is “independent” and eligible under the listing rules of Nasdaq to serve on the Dragoneer Board’s audit committee or one non-voting board observer designated by the Sponsor and (iii) such additional number of individuals designated by VEP (on behalf of one or more private equity funds that it advises), in each case for individuals eligible to be nominated pursuant to clauses (ii) and (iii) to the extent that such individuals are designated prior to effectiveness mailing of the Registration Statement / Proxy Statement and in each case for any individual referenced in clauses (i)-(iii) to the extent Pre-Closing RACA Holders, the Company and RACA shall mutually agree to each director that a director and officer questionnaire has been satisfactorily completed and submitted to Dragoneer will serve on the compensation committee, the audit committee and the Companynominating committee of the RACA Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable Law. (cd) Immediately The individuals identified on Section 5.17(d) of the Company Disclosure Schedules shall be the Officers immediately after the First Effective Time, with each such individual holding the Officers shall be title set forth opposite his or her name. In the officers event that such individuals identified on Section 5.17(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as of immediately an Officer, then, prior to the Mergersmailing of the Registration Statement / Proxy Statement to the Pre-Closing RACA Holders, the Company may in its sole discretion replace such individual with another individual to serve as such Officer by amending Section 5.17(d) of the Company Disclosure Schedules to include such replacement individual as such Officer.

Post-Closing Directors and Officers. (a) Dragoneer Pioneer shall take all such action within its power as may be necessary or appropriate such that effective immediately after the First Effective Time (i) the Dragoneer Pioneer Board shall initially consist of seven (7) directors who shall be elected annually, of which (x) one (1) director shall be designated by the Company in accordance with Section 6.15(b), and (y) six (6) directors shall be designated by the Company, in each case as set forth below, (ii) the members of the Pioneer Board are the individuals determined in accordance with Section 5.16(b6.15(b) or Section 6.15(c); (iii) the members of the compensation committee, audit committee and nominating committee of the Pioneer Board are the individuals determined in accordance with Section 6.15(d); and (iiiv) the officers of Dragoneer Pioneer (the “Officers”) are the individuals determined in accordance with Section 5.16(c6.15(e). (b) Following Prior to the First effectiveness of the Registration Statement / Proxy Statement with the SEC, the Company shall designate one (1) Person from the list of candidates set forth on Section 6.15(b) of the Pioneer Disclosure Schedules to be a director on the Pioneer Board immediately after the Effective Time and without limiting (the ability for additional directors “Pioneer Designee”). 84 (c) Prior to the effectiveness of the Registration Statement / Proxy Statement with the SEC, the Company shall, upon consultation with Pioneer, designate six (6) Persons to be appointed or nominated in accordance directors on the Pioneer Board immediately after the Effective Time (the “Company Designees”). (d) Prior to the effectiveness of the Registration Statement / Proxy Statement with the Investor Rights AgreementSEC, the Dragoneer Certificate of Incorporation and the Dragoneer Bylaws, the Dragoneer Board shall initially consist of (i) Pioneer shall designate the individual that Pioneer Designee to serve as a member of the compensation committee or the audit committee of the Pioneer Board immediately after the First Effective Time will serve as Dragoneer’s Chief Executive Officer as determined in accordance with Section 5.16(c)Time, subject to applicable listing rules of Nasdaq and applicable Law and (ii) upon written notice by the Sponsor to the Company at least ten shall, subject to clause (10i), designate each other director that will serve on the compensation committee, the audit committee and the nominating committee of the Pioneer Board immediately after the Effective Time, subject to applicable listing rules of Nasdaq and applicable Law. (e) business days The Persons identified on Section 6.15(e) of the Company Disclosure Schedules shall be the officers of Pioneer immediately after the Effective Time, with each such individual holding the title set forth opposite his or her name. In the event that such Persons identified on Section 6.15(e) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability or otherwise) to serve as an officer, then, prior to the effectiveness of the Registration Statement / Proxy StatementStatement with the SEC, one the Company may, with the prior written consent of Pioneer (such consent not to be unreasonably withheld, conditioned or delayed), replace such individual designated by Sponsor, who is “independent” and eligible under the listing rules of Nasdaq with another individual to serve on as such officer by amending Section 6.15(e) of the Dragoneer Board’s audit committee or one non-voting board observer designated by the Sponsor and Company Disclosure Schedules to include such replacement individual as such officer. (iiif) such additional number of individuals designated by VEP (on behalf of one or more private equity funds that it advises), in each case for individuals eligible to be nominated pursuant to clauses (ii) and (iii) Prior to the extent that such individuals are designated prior to effectiveness of the Registration Statement / Proxy Statement and with the SEC, Pioneer shall use reasonable best efforts to assist Acorns in each case for any individual referenced in clauses (i)-(iii) identifying qualified candidates to serve on the extent that a director and officer questionnaire has been satisfactorily completed and submitted to Dragoneer and the CompanyPioneer Board. (c) Immediately after the First Effective Time, the Officers shall be the officers of the Company as of immediately prior to the Mergers.

Post-Closing Directors and Officers. (a) Dragoneer shall take all such action within its power as may be necessary or appropriate such that effective immediately after the First Effective Time (i) the Dragoneer Board shall initially consist of nine (9) directors, which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of three (3) directors, Class II consisting of three (3) directors and Class III consisting of three (3) directors; (ii) the members of the Dragoneer Board are the individuals determined in accordance with Section 5.16(b); (iii) the members of the compensation committee, audit committee and nominating committee of the Dragoneer Board are the individuals determined in accordance with Section 5.16(c); and (iiiv) the officers of Dragoneer (the “Officers”) are the individuals determined in accordance with Section 5.16(c5.16(d). (b) Following The nine (9) individuals identified on Section 5.16(b) of the First Effective Time and without limiting the ability for additional Company Disclosure Schedules shall be directors to be appointed or nominated in accordance with the Investor Rights Agreement, the Dragoneer Certificate of Incorporation and the Dragoneer Bylaws, on the Dragoneer Board shall initially consist of (i) the individual that immediately after the First Effective Time will serve as Dragoneer’s Chief Executive Officer as determined in accordance with Section 5.16(cTime, including six (6) individuals designated by Advent (each, an “Advent Designee”), (ii) upon written notice by the Sponsor to the Company at least ten (10) business days prior to the effectiveness of the Registration Statement / Proxy Statement, one individual designated by Sponsor, who is the Company (the “independent” Company Designee”) and eligible under the listing rules of Nasdaq to serve on the Dragoneer Board’s audit committee or one non-voting board observer designated by the Sponsor and two (iii2) such additional number of individuals designated by VEP (on behalf certain of one or more private equity funds that it advises), in each case for individuals eligible to be nominated pursuant to clauses (ii) and (iii) the other parties to the extent that such individuals are designated prior Shareholder Rights Agreement. Prior to effectiveness the mailing of the Registration Statement / Proxy Statement and to the Pre-Closing Dragoneer Holders, the Company may in each case for its sole discretion replace any Company Designee with any individual referenced in clauses (i)-(iii) by notice to Dragoneer. Prior to the extent that mailing of the Registration Statement / Proxy Statement to the Pre-Closing Dragoneer Holders, the board of directors of the Company shall designate whether each individual who will serve on the Dragoneer Board immediately after the Effective Time will be designated as a director and officer questionnaire has been satisfactorily completed and submitted to Dragoneer and the Companymember of Class I, Class II or Class III. (c) Immediately after Following the First Effective Time, the Officers seven (7) individuals identified on Section 5.16(c) of the Company Disclosure Schedule shall serve as a member of the committee of the Dragoneer Board specified next to such individual’s name, subject to applicable listing rules of NYSE and applicable Law. (d) The individuals identified on Section 5.16(d) of the Company Disclosure Schedules shall be the officers Officers immediately after the Effective Time designated by Dragoneer and the Company, with each such individual holding the title set forth opposite his or her name. In the event that such individuals identified on Section 5.16(d) of the Company Disclosure Schedules is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as of immediately an Officer, then, prior to the Mergersmailing of the Registration Statement / Proxy Statement to the Pre-Closing Dragoneer Holders, Dragoneer and the Company may designate another individual to replace such individual to serve as such Officer by amending Section 5.16(d) of the Company Disclosure Schedules to include such replacement individual as such Officer.