The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  210 Capital, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  100,173,970 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  13,167,397

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,167,397 ⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  19.9%⁽³⁾

  TYPE OF REPORTING PERSON (See Instructions)

  OO

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. A “Sunset” is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the “Charter”)) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter.

These shares include: (i) 3,500,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,122,612 shares of Class A common stock outstanding as of November 10, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on November 13, 2023, plus (ii) 3,500,000 shares of Class A common stock received by the Reporting Persons upon conversion of an equivalent number of shares Class B common stock effective December 18, 2023, plus (iii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock.

  NAMES OF REPORTING PERSONS

  210/P10 Acquisition Partners, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  100,173,970 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  13,167,397

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,167,397 ⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  19.9%⁽³⁾

  TYPE OF REPORTING PERSON (See Instructions)

  OO

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. A “Sunset” is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the “Charter”)) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter.

These shares include: (i) 3,500,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,122,612 shares of Class A common stock outstanding as of November 10, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on November 13, 2023, plus (ii) 3,500,000 shares of Class A common stock received by the Reporting Persons upon conversion of an equivalent number of shares Class B common stock effective December 18, 2023, plus (iii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock.

  NAMES OF REPORTING PERSONS

  CCW/LAW Holdings, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  100,173,970 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  13,167,397

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,167,397 ⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  19.9%⁽³⁾

  TYPE OF REPORTING PERSON (See Instructions)

  OO

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. A “Sunset” is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the “Charter”)) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter.

These shares include: (i) 3,500,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,122,612 shares of Class A common stock outstanding as of November 10, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on November 13, 2023, plus (ii) 3,500,000 shares of Class A common stock received by the Reporting Persons upon conversion of an equivalent number of shares Class B common stock effective December 18, 2023, plus (iii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock.

  NAMES OF REPORTING PERSONS

  Covenant RHA Partners, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  100,173,970 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  13,167,397

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,167,397 ⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  19.9%⁽³⁾

  TYPE OF REPORTING PERSON (See Instructions)

  OO

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. A “Sunset” is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the “Charter”)) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter.

These shares include: (i) 3,500,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,122,612 shares of Class A common stock outstanding as of November 10, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on November 13, 2023, plus (ii) 3,500,000 shares of Class A common stock received by the Reporting Persons upon conversion of an equivalent number of shares Class B common stock effective December 18, 2023, plus (iii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock.

  NAMES OF REPORTING PERSONS

  RHA Investments, Inc.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  100,173,970 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  13,167,397

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,167,397 ⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  19.9%⁽³⁾

  TYPE OF REPORTING PERSON (See Instructions)

  CO

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. A “Sunset” is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the “Charter”)) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter.

These shares include: (i) 3,500,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,122,612 shares of Class A common stock outstanding as of November 10, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on November 13, 2023, plus (ii) 3,500,000 shares of Class A common stock received by the Reporting Persons upon conversion of an equivalent number of shares Class B common stock effective December 18, 2023, plus (iii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock.

  NAMES OF REPORTING PERSONS

  Robert Alpert

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  759,243 ⁽¹⁾

  SHARED VOTING POWER

  100,173,970 ⁽²⁾

  SOLE DISPOSITIVE POWER

  759,243 ⁽¹⁾

  SHARED DISPOSITIVE POWER

  13,167,397 ⁽³⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,926,640

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  20.9%⁽⁴⁾

  TYPE OF REPORTING PERSON (See Instructions)

  IN

This amount includes 425,093 shares of Class A common stock underlying stock options held by the Reporting Person that are exercisable within 60 days of the date hereof.

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. A “Sunset” is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the “Charter”)) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter.

These shares include: (i) 3,500,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,122,612 shares of Class A common stock outstanding as of November 10, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on November 13, 2023, plus (ii) 3,500,000 shares of Class A common stock received by the Reporting Persons upon conversion of an equivalent number of shares Class B common stock effective December 18, 2023, plus (iii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock, plus (iv) 425,093 shares of Class A common stock underlying stock options held by Mr. Alpert that are exercisable within 60 days of the date hereof.

  NAMES OF REPORTING PERSONS

  C. Clark Webb

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  759,243 ⁽¹⁾

  SHARED VOTING POWER

  100,173,970 ⁽²⁾

  SOLE DISPOSITIVE POWER

  759,243 ⁽¹⁾

  SHARED DISPOSITIVE POWER

  13,167,397 ⁽³⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,926,640

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  20.9%⁽⁴⁾

  TYPE OF REPORTING PERSON (See Instructions)

  IN

This amount includes 425,093 shares of Class A common stock underlying stock options held by the Reporting Person that are exercisable within 60 days of the date hereof.

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. A “Sunset” is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the “Charter”)) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter.

These shares include: (i) 3,500,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,122,612 shares of Class A common stock outstanding as of November 10, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on November 13, 2023, plus (ii) 3,500,000 shares of Class A common stock received by the Reporting Persons upon conversion of an equivalent number of shares Class B common stock effective December 18, 2023, plus (iii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock, plus (iv) 425,093 shares of Class A common stock underlying stock options held by Mr. Webb that are exercisable within 60 days of the date hereof.

Security and Issuer.

Identity and Background.

This Schedule 13D is filed by: (i) 210/P10 Acquisition Partners, LLC, a Texas limited liability company (“210/P10”); (ii) 210 Capital, LLC, a Delaware limited liability company (“210 Capital”); (iii) Covenant RHA Partners, L.P., a Texas limited partnership (“RHA Partners”); (iv) CCW/LAW Holdings, LLC, a Texas limited liability company (“CCW Holdings”); (v) RHA Investments, Inc., a Texas corporation (“RHA Investments”); (vi) Robert Alpert, a United States citizen; and (vii) C. Clark Webb, a United States citizen. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

The address of the principal business office of each Reporting Person is 4514 Cole Avenue, Suite 1600, Dallas, Texas 75205.

Mr. Alpert serves as Executive Chairman of the Issuer and as a member of the board of directors of the Issuer. Mr. Webb serves as Executive Vice Chairman of the Issuer and as a member of the board of directors of the Issuer. 210/P10 was formed to invest and support the Issuer’s exit from bankruptcy and subsequent growth. 210 Capital is a registered, non-reporting investment advisor. RHA Partners and CCW Holdings are each personal investment vehicles, and RHA Investments was formed to serve as the general partner of RHA Partners, which is wholly owned by Mr. Alpert.

During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The information regarding the citizenship and states of formation of the Reporting Persons set forth in subsection (a) is incorporated herein by reference.

Source and Amount of Funds or Other Considerations.

Purpose of Transaction.

Interest in Securities of the Issuer.

The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D (including the footnotes thereto) is incorporated by reference herein.

Except as described elsewhere in this Schedule 13D, including in Items 3 and 6 incorporated herein by reference, during the past 60 days, none of the Reporting Persons have effected any transactions with respect to the Class A common stock or Class B common stock of the Issuer.

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of the Class A common stock or Class B common stock of the Issuer held by the Reporting Persons.

Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Material to Be Filed as Exhibits.

Exhibit No.

Name

1.

2.

3.

4.

5.

6.

7.

Plan Requirements

Broker shall execute the orders specified in the Plan in accordance with the terms of this Agreement. All transactions effected hereunder (each, a “Transaction”) shall be made in accordance with prevailing market practices, pursuant to the limitations stated in Exhibit A.

Unless otherwise specified in Exhibit A, Transactions effected under this Agreement shall be executed on a “Not Held” basis. Not Held orders are market or limit orders that give the trader the right to use his or her discretion in the price and time of filling the order, consistent with the terms of such order. Without limiting the foregoing, Broker, in accordance with Exhibit A, is authorized to use its reasonable business judgment to determine how, when, or whether to effect any Transaction.

For clarity, and notwithstanding Exhibit A, Broker shall have no obligation to effect any transaction that Broker, in its reasonable discretion, believes would violate any federal securities law or any other law, rule, or regulation applicable to this Agreement, the Plan or any Transaction effected hereunder, or to effect any transaction that Broker believes would fall outside of the affirmative defense provided by Exchange Act rule 10b5-1 (“Rule 10b5-1”).

Any number of shares of Stock to be purchased or sold (and any corresponding purchase or sale price limits or ranges) set forth in Exhibit A shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any change in capitalization with respect to the issuer of the Stock (the “Issuer”) or any similar event that occurs during the term of this Agreement, as determined by Broker in good faith.

Note – for directors and executive officers (as defined in Exchange Act Rule 16a-1(f)) of the Issuer, there is a mandatory cooling off period and such persons must wait to initiate any trades under the Plan until the later of: (i) 90 days after adopting or modifying the plan; and (ii) the earlier of (x) two business days after the release of financial results on Form 10-Q or Form 10-K for the fiscal quarter in which the Plan was adopted or (y) 120 days after adopting the Plan. For all other parties, other than the Issuer, the cooling off period is 30 days.

Client agrees to promptly deliver Securities now or hereafter coming into Client’s possession that are subject to sale under this Plan for so long as sales are to be conducted under the Plan, all of which shall be deposited into Client’s account in the name of Broker or its duly appointed designee.

Broker’s compensation for services rendered pursuant to this Agreement shall be as noted in Exhibit A hereto.

Termination of the Purchase Plan

This Agreement is effective as of the Effective Date and shall terminate upon the earliest of: (i) 5:00 p.m. Eastern Time on the Plan Termination Date (as defined in Exhibit A); (ii) the date on which the maximum quantity of Stock specified in Exhibit A has been sold; (iii) the commencement of any voluntary or involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or similar law or seeking the appointment of a trustee, receiver or other similar official, or the taking of any corporate action by the Client to authorize or commence any of the foregoing; (iv) the first business day after Client or Broker notifies the other in writing that the Agreement shall terminate; (v) any breach by Client of Section 4 of this Agreement; and (vi) where Broker determines, in its sole discretion, that it is prohibited for any reason from engaging in selling activity as the Client’s agent under this Agreement. Client will provide Broker with immediate written notice should an event under subsection (iii) of this paragraph occur.

Client acknowledges and agrees that any modification or change to the amount, price, or timing of the Transactions contemplated hereunder (or, with respect to any algorithm, computer program or formula, any changes thereto that impact the amount, price, or timing) shall constitute a termination of this Agreement and require the adoption of a new Plan.

Any termination shall not cause Transactions previously effected pursuant to this Agreement to fail to be entitled to the benefits of Rule 10b5-1(c). Any termination notice shall not indicate the reasons for the termination or contain any material non-public information.

Suspension of Transactions.

Client understands that Broker may suspend the purchase and sale of Securities hereunder due to a market disruption or a legal, regulatory or contractual restriction or internal policy (each, a “Transaction Restriction”) applicable to Broker, including, but not limited to, any suspension that Broker, in its reasonable discretion, deems necessary or appropriate to ensure compliance by Client and Broker with the requirements and restrictions of Rule 10b5-1;

Client understands that, while Broker is effecting Transactions pursuant hereto, Broker may continue to transact in Securities of Issuer for Broker’s own account and for the account of other customers or clients of Broker. Nothing herein shall preclude the solicitation or execution by Broker of any such transactions in a manner consistent with applicable legal requirements. Client acknowledges that Broker and its affiliates may from time to time possess material non-public information relating to the Securities or the Issuer and are under no obligation to disclose that information to Client.

Client’s Representations, Warranties & Covenants

While this Agreement is in effect, Client agrees not to enter into or alter any corresponding or hedging transaction or position with respect to the Securities covered by this Agreement (including, without limitation, with respect to any securities convertible or exchangeable into the Securities) and agrees not to alter or deviate from the terms of this Agreement.

Client agrees that, until this Agreement has been terminated, Client shall not (a) enter into a binding contract regarding the purchase or sale of the Securities with another broker, dealer or other financial institution, (b) instruct another broker, dealer or other financial institution to purchase or sell the Securities on Client’s behalf or (c) adopt a plan for trading the Securities other than this Agreement. In addition, Client represents that no such contract, instruction or plan is currently in effect.²

Client agrees not to communicate, directly or indirectly, any material non-public information relating to the Securities or the Issuer to any employee of Broker or its affiliates who is involved, directly or indirectly, in executing the Transactions at any time while this Agreement is in effect, provided, however, that Client shall at all times be permitted to provide to Broker any notice expressly required or permitted by this Agreement. Broker shall not consult with Client regarding any Transactions to be made pursuant to this Agreement.

As of the date hereof and, if different, the Plan Adoption Date (as defined in Exhibit A), Client represents that it is not in possession of any material non-public information regarding the Issuer or any securities of the Issuer. Client further represents and warrants that it is entering into this Agreement, and at all times will act, in good faith and not (i) as part of a plan or scheme to evade the prohibitions of Exchange Act rule 10b-5 or any other applicable federal or state law, rule, or regulation or (ii) to manipulate the price of the Securities (or any security convertible into or exchangeable or exercisable for the Securities).

Client represents and warrants that this Agreement has been duly authorized by Client and is a valid and binding agreement of Client, enforceable in accordance with its terms. Client further represents and warrants that the execution and delivery of this Agreement by the Client and the transactions contemplated by this Agreement (including, for clarity, the Transactions) will not contravene any provision of applicable law or any agreement or other instrument binding on the Client, the Securities or the Issuer, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Client, the Securities or the Issuer or its or their property. Client agrees to comply with all applicable laws, rules and regulations during the term of and in connection with this Agreement. The Client will inform Broker as soon as possible of any subsequent legal or contractual restrictions affecting the execution of the Transactions by Broker and of the occurrence of any event that would cause the Transactions and/or the Plan to be suspended or to terminate as contemplated in Sections 2 and 3 hereof.

NTD: this provision can be revised if Client is adopting a single plan but intends to execute with multiple broker-dealers.

Client represents that it has consulted its own advisors as to legal, tax, business, financial and other relevant aspects of, and has not relied upon Broker in connection with, Client’s adoption of the Plan and implementation of the activities contemplated hereunder. Client acknowledges that Broker is not acting as a fiduciary of, or an advisor to, the Client. Client (i) understands that Broker shall incur no liability in acting upon telephonic or other instructions which Broker believes in good faith to have been given by a designee of Client and (ii) except as specifically contemplated herein, shall be solely responsible for compliance with all statutes, rules and regulations applicable to Client and the transactions contemplated hereby.

Client shall be solely responsible for complying with all reporting, disclosure or filing requirements, and with any laws, rules, or regulations not mentioned herein, that may apply to the transactions contemplated hereunder or be necessary to ensure the availability of the affirmative defense provided by Rule 10b5-1, including, without limitation, compliance with Sections 13 and 16 of the Exchange Act, rule 144 and Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”). Client hereby represents and covenants that, as it relates to the Transactions effected through Broker pursuant to this Agreement, Client has made and will make all disclosures required of it under applicable law, rules and regulations to ensure the availability of the affirmative defense provided by Exchange Act Rules 10b5-1.

Client has obtained all necessary and required authorizations, consents and approvals to enter into this Agreement and the transactions that are the subject of this Agreement.

If the Stock is “restricted securities” and/or Client may be deemed an “affiliate” of Issuer, as such terms are defined in rule 144 of the Securities Act (“Rule 144”), then within five (5) days of the first date on which sales, if any, can be made under this Plan, and within five (5) days of each three-month anniversary of such first date (providing that on such anniversary any sales of Stock remain pending under the Plan), Client shall execute and deliver to Broker a certification disclosing trades made by Client and its related parties within the three (3) months preceding such first date or three-month anniversary date, as the case may be, for purposes of determining compliance of sales to be made under this Agreement with Rule 144. If there were no such trades within such three (3) month period, no certification is required.

Without limiting Broker’s discretion in effecting transactions under this Agreement, Client does not intend for the Plan to be effected through a single open-market purchase or sale of the total amount of securities to be traded hereunder.

All information provided by Client under this Agreement, and any other information provided by Client upon Broker’s request in connection with this Agreement, is complete and accurate in all material respects.

Client has not exercised any influence over how, when, or whether to effect purchases or sales pursuant to the Plan other than by the terms included in the Plan.

Client is currently permitted to trade in the Securities in accordance with Issuer’s insider trading policies.

Notices. Subject to the limitations contained herein, Client has authorized the following persons, including their designees, to issue instructions to Broker regarding this Agreement:

[name – telephone number and email]

[name – telephone number and email]

Indemnification; Limitation of Liability.

Client agrees to indemnify, hold harmless and reimburse Broker, its affiliates and its and their employees, officers, control persons, partners, members, managers, directors, successors, assigns, consultants, contractors, agents (the “Broker Parties”) and Broker’s clearing firm, if any, on a current basis, from and against any and all losses, claims, actions, demands, suits, proceedings (including any third-party claims, actions, demands, suits and proceedings), damages, costs and expenses, including, without limitation, costs of investigation, attorneys’ fees and expenses, costs of collection, and any other costs suffered or incurred by any such Pragma Party (collectively, “Damages”), arising out of or relating to: (i) Client’s breach of this Agreement, its gross negligence, fraud or willful misconduct; (ii) any Transaction effected hereunder; (iii) any violation by Client of applicable laws or regulations, including violations by Client of Rule 10b5-1, Rule 14e-3 of the Exchange Act, or any other federal, state or foreign securities laws or regulations prohibiting trading while aware of material nonpublic information, or (iv) otherwise related to any action of inaction taken under or in reliance on this Agreement, except to the extent such Damages are directly caused by a Broker’s Party’s gross negligence or willful misconduct. This indemnification shall survive termination of this Agreement.

Notwithstanding any other provision hereof, the Broker Parties shall not be liable for any special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages or any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen.

Without limiting Section 6(b), except where resulting from Broker’s gross negligence or willful misconduct, in no event will the liability of any Broker Party to Client exceed the fees paid by Client to Broker under this Agreement in the calendar month preceding the month in which the claim first arose.

Notwithstanding any other provision hereof, Broker shall not be liable for any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

Securities Contract. Client and Broker acknowledge and agree that this Agreement is a “securities contract”, as such term is defined in Section 741(7) of Title 11 of the United States Code (“Bankruptcy Code”), entitled to all of the protections given such contracts under the Bankruptcy Code.

Amendment; Assignment. Amendments to this Agreement must be in writing and signed by Broker and Client. Neither of the parties may assign this Agreement or any rights or obligations under this Agreement without the prior written consent of the other.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to such State’s conflict of laws rules to the extent such rules may result in the application of the law of any other state or jurisdiction.

Arbitration. All disputes and controversies relating to or in any way arising out of this Agreement shall be settled by arbitration in New York, NY before and under the rules and auspices of The Financial Industry Regulatory Authority, Inc. unless otherwise agreed by the parties in writing. The award in such arbitration proceeding shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction. Each party hereto shall each bear its own costs, fees and expenses unless the arbitrators specify otherwise in their award.

Entire Agreement. Client acknowledges and agrees that, if applicable, the Plan and any resulting Transaction shall be subject to the terms and conditions of Client’s account agreement with Broker or Broker’s clearing firm (the “Account Agreement”) and, in the event of any inconsistency, the Account Agreement shall prevail. Subject to the preceding sentence, this Agreement constitutes the entire agreement between Broker and Client with respect to the subject matter hereof, and supersedes any previous or contemporaneous agreements, understandings, proposals or promises with respect thereto, whether written or oral and may be modified or amended only by a writing signed by such parties.

Severability. If any provision of this Agreement is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Agreement will continue and remain in full force and effect.

Survival. Sections 6, 7, 9, 10, 11 and 12 shall survive any termination of this Agreement.

Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of this Agreement by facsimile transmission or in portable document format or similar electronic form by email shall constitute due and effective delivery thereof.

Affiliate/“Control Person” Status – (check applicable boxes):

List the Stock and the class of security subject to the Plan: Class A Common Stock

Name of principal market or exchange for the Securities (the “Exchange”): NYSE

Type of transaction(s) subject to the Plan:    ☐  Exercise of Call Options                ☑  Sale of Common Stock

Please indicate if the Plan covers:    ☐  Stock                ☐  Options                 ☐  Stock and Options

Please indicate what type of Options, if any:    ☐  Cash                ☐  Cashless                 ☐  Listed

Aggregate amount of the Stock covered by the Plan (specified in terms of number of shares or other securities or a specified dollar value of securities (after deducting commissions)) (the “Aggregate Share Number” or “Aggregate Amount”, as applicable); If Listed Option sale, include amount of Stock to underlie Listed Options⁴: 3,500,000 shares

[Specify the amount, price and date for the transactions OR the written formula or algorithm to determine the amount, price and date for the transactions OR that “Broker will determine the price and date for such transactions”].

[insert any other trading or plan instructions] Trades will be allowed during the P10 Open trading window—which opens two business days post earnings announcements—commencing after the required 90 day cooling off period or March 10 2024

As defined in rule 16a-1(f) under the Securities Exchange Act of 1934.

Such amount shall not exceed the number of shares of stock in the account. For the avoidance of doubt, Options in the account must be exercised before the shares of stock that underlie the Options can be used to cover writing of Listed Options.