Exhibit 10.17


 


Execution Version


 


CuriosityStream
Inc.


 


Restricted
Stock Agreement


 


THIS RESTRICTED STOCK
AGREEMENT (this “Agreement”), dated as of October 14, 2020, is entered into by and between CuriosityStream
Inc., a Delaware corporation (the “Company”), and Software Acquisition Holdings LLC, a Delaware limited liability
company (the “Sponsor”).


 


WHEREAS, the Company
and the Sponsor previously entered into that certain Securities Subscription Agreement, dated as of June 25, 2019, pursuant
to which the Sponsor purchased an aggregate of 3,593,750 shares (the “Founder Shares”) of the Company’s
Class B common stock, par value $0.0001 per share (“Class B Common Stock”), up to 468,750 of which
were subject to forfeiture to the Company for no consideration depending on the extent to which the underwriters of the Company’s
initial public offering exercised their over-allotment option;


 


WHEREAS, on November 19,
2019, the Company effected a 1.04-for-1 stock dividend, for each share of Class B Common Stock outstanding, resulting in the
Sponsor holding an aggregate of 3,737,500 Founder Shares, up to 487,500 shares of which were subject to forfeiture depending
on the extent to which the underwriters of the Company’s initial public offering exercised their over-allotment option;


 


WHEREAS, in connection
with the Company’s initial public offering, the underwriters of such offering fully exercised their over-allotment option,
resulting in the 487,500 Founder Shares no longer being subject to forfeiture;


 


WHEREAS, the Company
has entered into that certain Agreement and Plan of Merger, dated as of August 10, 2020 (the “Merger Agreement”),
by and among the Company, CS Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger
Sub”), Hendricks Factual Media LLC, a Delaware limited liability company, (the “Majority Stockholder”),
and CuriosityStream Inc., a Delaware corporation (“CuriosityStream”), pursuant to which, among other things,
Merger Sub shall at the Effective Time (as defined in the Merger Agreement) merge with and into CuriosityStream, with CuriosityStream
surviving as a wholly owned subsidiary of the Sponsor (the “Merger”);


 


WHEREAS, the Merger
will constitute a “business combination” as defined in the Company’s corporate charter and, as a result, the
Company’s Class B Common Stock will automatically convert into the Company’s Class A common stock, par value $0.0001
(“Class A Common Stock”), upon the consummation of the Merger (the “Conversion”); and


 


WHEREAS, in connection
with the Merger, the Sponsor desires to subject 60% of the Founder Shares (after giving effect to the Conversion) held by the Sponsor
as of immediately prior to the Effective Time to performance-based vesting requirements as set forth herein.


 


NOW THEREFORE, for
and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves and their successors
and assigns, hereby agree as follows:


 






     


    


    

 


1. Restricted
Shares.


 


(a) Restricted
Shares. Effective as of the Effective Time, 2,242,500 Founder Shares after giving effect to the Conversion (the “Restricted
Shares”) shall be subject to the terms and conditions set forth in this Agreement.


 


(b) Conditions.
The Sponsor hereby (i) appoints the Company as the Sponsor’s attorney-in-fact to take such actions as may be necessary
or appropriate to effectuate a transfer of the record ownership of any Restricted Shares that are granted or forfeited hereunder,
(ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to
any Restricted Shares granted hereunder, one or more stock powers, endorsed in blank, with respect to such Restricted Shares, and
(iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the
transfer to the Company of any unvested Restricted Shares that are forfeited hereunder.


 


2. Vesting
of Restricted Shares.


 


(a) Vesting.
If, as of any date following the Closing Date (as defined in the Merger Agreement), the closing price of a share of Class A
Common Stock (the “Closing Share Price”) equals or exceeds the share price goals set forth below, then the corresponding
Restricted Shares set forth below will be deemed vested as of the close of trading on such date of determination:


 


(i) One-third
of the Restricted Shares (the “First Tranche Shares”) will vest if the Closing Share Price is greater than or
equal to $12.50;


 


(ii) One-third
of the Restricted Shares (the “Second Tranche Shares”) (and, if not already vested, all of the First Tranche
Shares) will vest if the Closing Share Price is greater than or equal to $14.00; and


 


(iii) One-third
of the Restricted Shares (and, if not already vested, all of the First Tranche Shares and Second Tranche Shares) will vest if the
Closing Share Price is greater than or equal to $15.50.


 


(b) Change
in Control. Upon the occurrence of a Change in Control (as defined in the Company’s 2020 Omnibus Incentive Plan
as in effect on the Closing Date (the “Plan”)), any unvested Restricted Shares shall become fully vested.


 


3. Issuance
of Restricted Shares. The Restricted Shares shall be evidenced by a stock certificate or by book-entry on the books and records
of the Company, as the Company may determine, in the Sponsor’s name. If a Restricted Share is evidenced by a stock certificate,
then during the period prior to the vesting of the Restricted Share, such certificate may be issued to the Sponsor with a legend
substantially in the form set forth in Section 6, or alternatively may be held in escrow by the Company on behalf of
the Sponsor. If unvested Restricted Shares are held in book-entry form, the Sponsor agrees that the Company may give stop-transfer
instructions to the depository (if any) to ensure compliance with the provisions hereof. Upon the vesting of a Restricted Share,
the Company shall promptly deliver to the Sponsor a certificate evidencing such Restricted Share, free of all legends, or shall
promptly cause any restrictions noted in the book entry to be removed.


 


4. Rights
as Stockholder. Except as otherwise specifically provided in this Agreement, the Sponsor shall have all the rights of a stockholder
with respect to the Restricted Shares, including, without limitation, the right to vote such Restricted Shares and the right to
receive dividends or distributions in respect of the Restricted Shares.


 






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5. Non-Transferability.
The Restricted Shares may not, at any time prior to becoming vested, be assigned, alienated, pledged, attached, sold, or otherwise
transferred or encumbered by the Sponsor. Notwithstanding the foregoing, the Sponsor may transfer all or any portion of the Restricted
Shares to any of its Affiliates (as defined in the Plan) if such Affiliate agrees to be bound by the terms and conditions set forth
herein with respect to such transferred Restricted Shares. Except as set forth in the immediately preceding sentence, any purported
assignment, alienation, pledge, attachment, sale, transfer, or encumbrance of the Restricted Shares shall be void and unenforceable
against the Company.


 


6. Legend.
Any certificates representing unvested Restricted Shares shall be held by the Company, and any such certificate shall contain a
legend substantially in the following form:


 


The
transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including
forfeiture) of the restricted stock agreement entered into between the registered owner and CuriosityStream Inc. Copies of agreement
are on file in the offices of CuriosityStream Inc.


 


If shares of the Company are certificated,
then, as soon as practicable following the vesting of any such Restricted Shares, the Company shall cause a certificate or certificates
covering such Restricted Shares, without the aforesaid legend, to be issued and delivered to the Sponsor. If any Restricted Shares
are held in book-entry form, the Company may take such steps as it deems necessary or appropriate to record and manifest the restrictions
applicable to such Restricted Shares.


 


7. Adjustment
for Change in Capitalization.


 


(a) Corporate
Transaction. In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation,
disposition for consideration of the Company’s direct or indirect ownership of a subsidiary, or similar event affecting the
Company or any of its subsidiaries (each, a “Corporate Transaction”), the board of directors of the Company
(the “Board”) or any committee designated by the Board (the “Committee”) may in its discretion
make such substitutions or adjustments as it deems appropriate and equitable to (i) the number and kind of shares or other
securities subject to outstanding Restricted Shares, and (ii) the performance thresholds set forth in Section 2.


 


(b) Share
Change. In the event of a stock dividend, stock split, reverse stock split, reorganization, share combination, or recapitalization
or similar event affecting the capital structure of the Company, or separation or spinoff, in each case, without consideration,
or other extraordinary dividend of cash or other property to the Company’s stockholders, the Committee or the Board shall
make such substitutions or adjustments as it deems appropriate and equitable to (i) the number and kind of shares or other
securities subject to outstanding Restricted Shares, and (ii) the performance thresholds set forth in Section 2.


 






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(c) Types
of Adjustments. In the case of Corporate Transactions, such adjustments may include, without limitation, (i) the cancellation
of outstanding Restricted Shares in exchange for payments of cash, property, or a combination thereof having an aggregate value
equal to the value of such Restricted Shares, as determined by the Board in its good faith discretion; (ii) the substitution
of other property (including, without limitation, cash or other securities of the Company and securities of entities other than
the Company) for outstanding Restricted Shares; and (iii) in connection with any sale of a division, separation, or spinoff,
arranging for the assumption of Restricted Shares, or replacement of Restricted Shares with new awards based on other property
or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company),
by the affected subsidiary, affiliate, or division or by the entity that controls such subsidiary, affiliate, or division following
such transaction (as well as any corresponding adjustments to Restricted Shares that remain based upon the Company’s securities).


 


8. Miscellaneous.


 


(a) No
Waiver; Amendment. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver
of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by
any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation
of the same breach. This Agreement may be amended or modified only by a written instrument executed by the Sponsor and the Company.


 


(b) Notices.
All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by (i) registered
or certified first-class mail, return receipt requested, (ii) electronic mail, (iii) courier service, or (iv) personal
delivery:


 


if to the Company:


 


CuriosityStream Inc.

8484 Georgia Ave., Suite 700


Silver Spring, MD 20910




Attention: Clint Stinchcomb

E-mail:        clint@curiositystream.com


 


if to the Sponsor:


 


Software Acquisition Holdings, LLC

1980 Festival Plaza Drive

Suite 300

Las Vegas, NV 89135

Attention: Jonathan Huberman


 


E-mail: jon@softwareaqn.com


 






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All such notices, demands, and other communications
shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered
by commercial courier service; five business days after being deposited in the mail, postage prepaid, if mailed; and when delivered,
if by electronic mail.


 


(c) Taxes.
The Sponsor acknowledges and agrees that the Sponsor is and shall be solely responsible for the payment of all federal, state,
local, and foreign taxes that are required by applicable laws or regulations to be paid with respect to the Restricted Shares.


 


(d) Severability.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted
by law.


 


(e) Successors.
The terms of this Agreement shall be binding upon and inure to the benefit of the Company and the Sponsor, and their respective
successors and assigns.


 


(f) Entire
Agreement. This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject
matter contained herein and supersedes all prior communications, representations, and negotiations with respect thereto.


 


(g) Governing
Law. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware without
regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction that could cause
the application of the laws of any jurisdiction other than the State of Delaware.


 


(h) Headings.
The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction,
and shall not constitute a part, of this Agreement.


 


(i) Counterparts.
This Agreement may be signed in any number of counterparts, each of which shall be deemed to be an original, but all of which taken
together shall constitute one and the same instrument.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.


 





	 	Software Acquisition Group Inc.
	 	 	 
	 	By:	/s/ Jonathan Huberman
	 	Name: 	Jonathan Huberman
	 	Title:	Chairman, CEO & CFO


 


	 	Software Acquisition Holdings, LLC
	 	 	 
	 	By:	/s/ Jonathan Huberman
	 	Name: 	Jonathan Huberman
	 	Title:	Chairman, CEO & CFO


 





[Signature Page to Restricted Stock Agreement]


 


 


 


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