FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 26th, 2021 • Preston Hollow Community Capital, Inc. • Finance services • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the [•] day of [•], 2021 (“Effective Date”), by and between Preston Hollow Community Capital, Inc., a Maryland corporation (the “Company”), and _______________________ (“Indemnitee”).
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • July 26th, 2021 • Preston Hollow Community Capital, Inc. • Finance services • Texas
This Employment Agreement (as the same may be amended from time to time, this "Agreement"), is entered into as of [●] (the "Effective Date"), between PHCC OP, LP, a Delaware limited partnership (the "Company"), and Charlie Visconsi, an individual (the "Executive").
FORM OF FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF phcc OP, LP a Delaware Limited PartnershipLimited Partnership Agreement • July 26th, 2021 • Preston Hollow Community Capital, Inc. • Finance services • Delaware
CERTAIN OF THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.
PRESTON HOLLOW COMMUNITY CAPITAL, INC. 2021 EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT GRANT AND AGREEMENTRestricted Stock Unit Grant Agreement • July 26th, 2021 • Preston Hollow Community Capital, Inc. • Finance services • Texas
This Restricted Stock Unit Grant and Agreement (this "Agreement"), is made effective on [insert date of grant] (the "Date of Grant") by and between Preston Hollow Community Capital, Inc, a Maryland corporation (together with its successors and assigns, the "Company") and the participant ("Participant") identified on the signature page attached hereto (the "Signature Page").
PRESTON HOLLOW COMMUNITY CAPITAL, INC. FORM OF RESTRICTED STOCK GRANT AND AGREEMENTRestricted Stock Grant Agreement • July 26th, 2021 • Preston Hollow Community Capital, Inc. • Finance services • Texas
This Restricted Stock Grant and Agreement (this "Agreement"), is made effective as of the date set forth on the Company signature page (the "Signature Page") attached hereto, by and between Preston Hollow Community Capital, Inc., a Maryland corporation (together with its successors and assigns, the "Company") and the participant identified on the Signature Page ("Participant").
FORM OF CONTRIBUTION AGREEMENT by and among PHCC OP LP; PRESTON HOLLOW CAPITAL, LLC; and solely for purposes of Sections 2.1(f), 4.3 and 7.3 PRESTON HOLLOW COMMUNITY CAPITAL, INC. July [●], 2021Contribution Agreement • July 26th, 2021 • Preston Hollow Community Capital, Inc. • Finance services • New York
THIS CONTRIBUTION AGREEMENT (this "Agreement") is dated as of this ____ day of July, 2021 (the "Effective Date"), by and among the following parties:
Dated as of [●], 2021 PRESTON HOLLOW COMMUNITY CAPITAL, INC. and PRESTON HOLLOW CAPITAL, LLC Form OF SHARED RESOURCES AND COOPERATION AGREEMENTShared Resources and Cooperation Agreement • July 26th, 2021 • Preston Hollow Community Capital, Inc. • Finance services
This SHARED RESOURCES AND COOPERATION AGREEMENT (this "Agreement"), dated as of [ ], 2021, is entered into by and between PRESTON HOLLOW COMMUNITY CAPITAL, INC., a Maryland corporation ("PHCC") and PRESTON HOLLOW CAPITAL, LLC, a Delaware limited liability company ("PHC LLC").
Preston Hollow Community Capital, Inc. [●] Shares of Class A Common Stock Form of Underwriting AgreementUnderwriting Agreement • July 26th, 2021 • Preston Hollow Community Capital, Inc. • Finance services • New York
Preston Hollow Community Capital, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] shares of Class A Common Stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares together with the shares of Class B Common Stock, par value $0.01 per share, of the Company (the “Class B Common Stock”) are referred to herein as the “Stock”.
FORM OF TAX RECEIVABLES AGREEMENTTax Receivables Agreement • July 26th, 2021 • Preston Hollow Community Capital, Inc. • Finance services • New York
This TAX RECEIVABLES AGREEMENT (this "Agreement"), is dated as of [_], 2021 (the "Effective Date"), and is between Preston Hollow Community Capital, Inc., a Maryland corporation ("PubCo"), Preston Hollow Capital, LLC, a Delaware limited liability company ("PHC") and each of the other persons from time to time that become a party hereto (each, a "TRA Party" and together with PHC, the "TRA Parties").
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2021 • Preston Hollow Community Capital, Inc. • Finance services • New York
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of [—], 2021 by and among Preston Hollow Community Capital, Inc., a Maryland corporation (together with any successor entity thereto, the “Company”), and Preston Hollow Capital, LLC (the “Initial Holder”). Each capitalized term used, but not defined, in this Agreement shall have the meaning ascribed to such term in Article I except as otherwise expressly set forth herein.
ContractLtip Unit Award Agreement • July 26th, 2021 • Preston Hollow Community Capital, Inc. • Finance services • Delaware
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
