P10 HOLDINGS, INC. 2021 INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
A. The Board of Directors (the Board) of P10 HOLDINGS, INC. (the Company) has adopted the 2021 Incentive Plan (the Plan) for the following purposes: (a) to enable the Company and any Affiliate to attract and retain the types of Employees, Consultants and Directors who will contribute to the Companys long-range success; (b) provide incentives that align the interests of Employees, Consultants and Directors with those of stockholders of the Company; and (c) promote the success of the Companys business.
B. The Grantee is to render valuable services to the Company, and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Companys grant to the Grantee of restricted shares (the Restricted Stock) of the Companys common stock, par value $0.001 per share (the Common Stock).
C. All capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the Plan.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Restricted Stock; Issuance of Stock.
(a) Subject to the terms and conditions of this Agreement and the Plan, the Company hereby grants to the Grantee an award of the number of shares (the Shares) of Restricted Stock set forth in the Notice of Restricted Stock Award attached hereto (the Notice).
(b) The issuance of the Restricted Stock to the Grantee shall occur simultaneously with the execution of this Agreement and, concurrently therewith, (i) the Company shall issue a certificate, registered in the Grantees name, representing the Restricted Stock, and (ii) the Grantee shall deliver to the Company a duly executed stock power, endorsed in blank (in the form attached hereto as Annex A), relating to the Restricted Stock. The Restricted Stock covered by this Agreement, when issued, shall be fully paid and nonassessable.
2. Restrictions on Transfer of Stock. The Restricted Stock subject to this Agreement, and any rights and interest with respect thereto, may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Grantee (or any beneficiary of the Grantee), except to the Company, until it has become vested in accordance with Section 3; provided, however, that the Grantees interest in the Restricted Stock covered by this Agreement may be transferred at any time by will or the laws of descent and distribution and to the extent and in the manner authorized by the Board. By signing this Agreement, the Grantee represents and warrants to the Company that it shall not transfer, sell, pledge, exchange, assign or otherwise encumber or dispose of the Restricted Stock in violation of applicable securities