Exhibit 10.16


 


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.


 


PHCC OP, L.P.



Form of LTIP Unit Award Agreement


 


1.                 
Grant of LTIP Units. [●] (the "Grantee"), is hereby awarded [●] LTIP Units (the "LTIP
Units") in PHCC OP, L.P. (the "Partnership"), on [insert grant date] (the "Grant Date")
subject to the terms and conditions of this LTIP Unit Award Agreement (this "Agreement") and subject to the provisions
of the Preston Hollow Community Capital, Inc. 2021 Equity Incentive Plan (the "Plan") and the First Amended and Restated
Limited Partnership Agreement of the Partnership, dated as of [●] (the "Partnership Agreement"), as amended. 
The Plan is hereby incorporated herein by reference as though set forth herein in its entirety.  Definitions not included herein
shall have the meaning set forth in the Plan and Partnership Agreement, as applicable.


 


2.                 
Restrictions and Conditions. The LTIP Units are subject to the following restrictions and conditions, in addition to any
requirements or restrictions set forth with respect to LTIP Units in the Plan or Partnership Agreement:


 


(a)              
The LTIP Units granted hereunder shall be subject to restrictions as described below.  With respect to the LTIP Units, during
the period of restriction (the "Restriction Period"), the Grantee shall not be permitted voluntarily or involuntarily
to sell, transfer, pledge, anticipate, alienate, encumber or assign the LTIP Units (or have such LTIP Units attached or garnished). 
The Restriction Period shall begin on the Grant Date. Subject to the continued service of the Participant through each applicable vesting
date, thirty-three and one-third percent (331⁄3%) of the LTIP Units granted hereunder shall become vested and nonforfeitable on each
anniversary of the Grant Date (the "Vested LTIP Units"). LTIP Units that have not become Vested LTIP Units are "Restricted
LTIP Units."


 


 


(b)              
Except as provided in the foregoing paragraph (a), below in this paragraph (b) or in the Plan, the Grantee shall have, in
respect of the LTIP Units, all of the rights of a holder of LTIP Units as set forth in the Partnership Agreement.  Distributions
on and allocations with respect to the LTIP Units shall be made to the Grantee in accordance with the terms of the Partnership Agreement.


 


(c)               Subject
to paragraphs (d) and (e) below, if the Grantee has a Termination for any reason, during the Restriction Period, then
the Restricted LTIP Units that have not vested at that time will be forfeited to the Partnership without payment of any
consideration by the Partnership, and neither the Grantee nor his successors, heirs, assigns, or personal representatives will
thereafter have any further rights or interests in such Restricted LTIP Units.


 






    


     


    

 


(d)              
In the event that during the Restriction Period the Grantee has a Termination on account of death or Disability, then the Restriction
Period will immediately lapse on all unvested LTIP Units granted to the Grantee and not forfeited previously.





 


(e)              
For purposes of this Agreement, a Termination shall occur when the employee-employer relationship or directorship, or other service
relationship, between the Grantee and a Service Recipient is terminated for any reason, including, but not limited to, any termination
by resignation, discharge, death or retirement.  The Committee, in its absolute discretion, shall determine the effects of all matters
and questions relating to Terminations.  For this purpose, the service relationship shall be treated as continuing intact while the
Grantee is on sick leave or other bona fide leave of absence (to be determined in the discretion of the Committee).


 


3.                 
Certain Terms of LTIP Units.


 


(a)                The Partnership may, but is not obligated
to, issue to the Grantee (or its assignee or transferee, as applicable) a certificate in respect of the LTIP Units or may indicate such
Grantee's ownership of LTIP Units on the Partnership's books and records.  Such certificate, if any, shall be registered in the
name of the Grantee (or such assignee or transferee).  The certificates for LTIP Units issued hereunder may include any legend which
the Committee deems appropriate to reflect any restrictions on transfer hereunder, or pursuant to any assignment or transfer by the Grantee,
or as the Committee may otherwise deem appropriate, and, without limiting the generality of the foregoing, shall bear a legend referring
to the terms, conditions, and restrictions applicable to such LTIP Units, substantially in the following form:


 


THE TRANSFERABILITY OF THIS CERTIFICATE AND
THE LTIP UNITS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF PHCC OP, LP, THE PRESTON HOLLOW COMMUNITY CAPITAL, INC. 2021 EQUITY INCENTIVE PLAN AND AN AWARD AGREEMENT APPLICABLE TO THE GRANT OF
THE LTIP UNITS REPRESENTED BY THIS CERTIFICATE.  COPIES OF SUCH PLAN, PARTNERSHIP AGREEMENT AND AWARD ARE ON FILE IN THE OFFICES
OF PHCC OP, LP.


 


(b)              
Certificates, if any, evidencing the Restricted LTIP Units granted hereby shall be held in custody by the Partnership until the
restrictions have lapsed.  If and when such restrictions so lapse, the certificates shall be delivered by the Partnership to the
Grantee.


 


(c)              
So long as the Grantee holds any LTIP Units, the Grantee shall disclose to the Partnership in writing such information as may be
reasonably requested with respect to ownership of LTIP Units and any conditions applicable thereto, as the Partnership, as applicable,
may deem reasonably necessary, including in order to ascertain and establish compliance with provisions of the Internal Revenue Code of
1986, as amended (the "Code"), applicable to the Partnership or to comply with requirements of any other appropriate
taxing or other regulatory authority.


 






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4.                 
Call Option upon Termination of Service.


 


(a)                If the Grantee has a Termination
of Service, the Partnership shall have the right for 90 days following the date of Termination of Service , to purchase (the "Call
Option"), and the Grantee and any Permitted Transferee controlled by the Grantee holding any (but not all) LTIP Units described
hereunder (collectively, the "Grantee's Group") shall be required to sell to the Partnership, such LTIP Units then held
by such member of Grantee's Group at a price per LTIP Unit equal to the Fair Market Value (measured as of the date that the Call Option
is delivered (the "Repurchase Notice Date")).


 


(b)              
To effect the exercise of the Call Option, the Partnership shall send written notice to each member of Grantee's Group of its intention
to purchase LTIP Units (the "Call Notice"), which notice shall state that the Partnership intends to exercise its Call
Option pursuant to this Agreement and include the number of LTIP Units to be purchased pursuant to the Call Option, the aggregate purchase
price of the LTIP Units subject to the Call Option and the date of closing of such transaction.  The purchase price for the LTIP
Units will be paid in cash, by cashier's check or by wire transfer of funds; provided, however, that if the Partnership
exercises the Call Option at a time that applicable financing documents of the Partnership would prohibit the purchase of LTIP Units,
the Partnership shall be permitted to issue a promissory note equal to the aggregate purchase price, with such promissory note having
a maturity date that does not exceed two (2) years from the date of the closing of such purchase, bearing simple interest of not
less than the Prime Rate in effect on the date of such purchase plus 3%, and being payable as to interest in equal monthly installments
during the term of the note and as to principal on the maturity date.  The Grantee's Group will cause the LTIP Units to be delivered
to the Partnership at the closing free and clear of all liens, claims, charges or encumbrances of any kind.


 


(c)              
The rights set forth in this Section 4 shall terminate upon the occurrence of a Realization Transaction.


 


5.                 
Compliance with Securities Laws. The Grantee acknowledges that the LTIP Units have not been registered under the Securities
Act or under any state securities or "blue sky" law or regulation (collectively, "Securities Laws") and hereby
makes the following representations and covenants as a condition to the grant of LTIP Units:


 


(a)              
The Grantee has not taken, and covenants that it will not take, himself or herself or through any agent acting on his behalf, any
action that would subject the issuance or sale of the LTIP Units to the registration provisions of the Securities Act or to the registration,
qualification or other similar provisions of any Securities Laws, or breach any of the provisions of any Securities Laws, but, rather,
that the Grantee shall at all times act with regard to the LTIP Units in full compliance with all Securities Laws;


 


(b)              
The Grantee has acquired and, to the extent applicable, is acquiring the LTIP Units for his or her own account for investment and
with no present intention of distributing the LTIP Units or any part thereof;


 


(c)              
The Grantee is and shall be an "accredited investor" as defined in Section 2(15) and Rule 501(a) of Regulation
D of the Securities Act;


 






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(d)              
 The Grantee is capable of evaluating the merits and risks of the acquisition and ownership of the LTIP Units and has obtained
all information regarding the Partnership (and its applicable affiliates) and the LTIP Units as the Grantee deems appropriate, and has
relied solely upon such information, and the Grantee's own knowledge, experience and investigation, and those of his advisors, and not
upon any representations of the Partnership and/or the General Partner, in connection with his investment decision in acquiring the LTIP
Units; and


 


(e)              
The Grantee and his or her professional advisors have had an opportunity to conduct, and have so conducted if so desired, a due
diligence investigation of the Partnership in connection with the decision to acquire the LTIP Units and in such regard have done all
things as the Grantee and they have deemed appropriate and have had an opportunity to ask questions of and receive answers from the Partnership
and the General Partner, and have done so, as they have deemed appropriate.


 


6.                 
Miscellaneous.


 


(a)               THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE
STATE OF DELAWARE.


 


(b)              
Except as set forth in the Partnership Agreement, the Grantee shall not have the right to transfer all or any portion of the LTIP
Units without the prior written consent of the General Partner (in its sole discretion); provided, however, that
in no event shall any LTIP Units be transferred within two years following the Grant Date.  Any transfer in violation of this Agreement
or the Partnership Agreement, or which does not otherwise comply with the conditions of transfer imposed by the General Partner shall
be void.


 


(c)              
Within 30 days after the date hereof, the Grantee shall file with the Internal Revenue Service an election under Section 83(b) of
the Code on a form substantially similar to the form attached hereto as Annex A and reasonably satisfactory to the Partnership (and will
include a copy thereof with the applicable tax return).  The Grantee shall be solely responsible for the filing of such election
and all related filings.


 


(d)              
The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.  This Agreement may
not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives. 
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.


 


(e)              
The General Partner may make such rules and regulations and establish such procedures for the administration of this Agreement
as it deems appropriate.  Without limiting the generality of the foregoing, the General Partner may interpret the Plan and this Agreement,
with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law. 
In the event of any dispute or disagreement as to interpretation of the Plan or this Agreement or of any rule, regulation or procedure,
or as to any question, right or obligation arising from or related to the Plan or this Agreement, the decision of the General Partner
shall be final and binding upon all persons.


 






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(f)               
 All notices hereunder shall be in writing, and if to the Partnership or the General Partner, shall be delivered to the Partnership
or mailed to its principal office, addressed to the attention of the General Partner; and if to the Grantee, shall be delivered personally,
sent by facsimile transmission or mailed to the Grantee at the address appearing in the records of the Partnership.  Such addresses
may be changed at any time by written notice to the other party given in accordance with this paragraph 6(f).


 


(g)              
The failure of the Grantee or the Partnership to insist upon strict compliance with any provision of this Agreement or the Plan,
or to assert any right the Grantee or the Partnership, respectively, may have under this Agreement or the Plan, shall not be deemed to
be a waiver of such provision or right or any other provision or right of this Agreement or the Plan.


 


(h)              
Nothing in this Agreement shall confer on the Grantee any right to continue in the employ or other service of the Partnership or
interfere in any way with the right of the Partnership or its affiliates to terminate the Grantee's employment or other service at any
time.


 


(i)                
This Agreement, together with the Plan and Partnership Agreement, contain the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.


 


[Signature Page Follows]


 






    - 5 -


     


    

 


IN WITNESS WHEREOF, the Company
and the Grantee have executed this Agreement as of the [●] day of [●], 201[●].


 


	 	PHCC OP, LP




 


		By:	
	 	 	Name:
	 	 	Title:




 


	 	[●]




 


		By:	
	 	 	Name:
	 	 	Title:




 


	Date of Grant:	[______]




 


	Number of LTIP Units Granted:	[______]




 


	Grant Date:	[______]




 


Signature Page

 LTIP Unit Award Agreement


 






    


     


    

 


ANNEX A


 


[●], 201[●]


 


CERTIFIED MAIL RETURN


 


RECEIPT REQUESTED


 


Re: Section 83(b) Election


 


Dear Sir or Madam:


 


Pursuant to Section 83(b) of the Internal Revenue
Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, the undersigned (the "Taxpayer")
files the following statement for the purpose of making, with respect to the property described below, the election permitted by Section
83(b):


 


1.       Name,
address, taxpayer identification number and the taxable year of the Taxpayer:


 


	Name:	 	 
	Address:	 	 




 


	T.I.N.:	 	 
	Taxable	 	 
	Year:	 	 




 


2.       Description
of the property with respect to which this election is being made:


 


[●] units ("LTIP
Units") of interest in certain allocations and distributions of PHCC OP, LP, a Delaware limited partnership (the "Partnership").


 


3.       The
date on which the property was acquired by the Taxpayer and the taxable year for which the election is being made:


 


The Taxpayer acquired the
LTIP Units on [●], 201[●]. The taxable year for which the election is made is the calendar year 201[●].


 


4.       The
nature of the restrictions to which the property is subject:


 


The LTIP Units are subject
to time-based vesting. The unvested LTIP Units are subject to forfeiture in the event of certain terminations of the Taxpayer's service
with the Partnership.


 


5.       The
fair market value at the time of the acquisition (determined without regard to any restriction other than a restriction which by its terms
will never lapse) of the property with respect to which the election is being made:


 


At the time of the acquisition,
the LTIP Units had a fair market value of $[●] per unit.


  


6.       The
amount paid for such property:


 


The LTIP Units were acquired
for a purchase price of $[●] per unit.


 


7.        Copies
of this statement have been furnished to the Partnership and to the person for whom the services are to be performed.


 


Very truly yours,


  







 



 






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