P10, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 27th, 2021 • P10, Inc. • Investment advice • Delaware
This Indemnification Agreement (“Agreement”), dated as of [●], 2021, is by and between P10, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
Shares P10, INC. CLASS A COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • October 12th, 2021 • P10, Inc. • Investment advice • New York
RIGHTS AGREEMENTRights Agreement • October 26th, 2021 • P10, Inc. • Investment advice • Delaware
• 10 business days (or a later date determined by our Board of Directors) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an acquiring person.
20,000,000 Shares P10, INC. CLASS A COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2021 • P10, Inc. • Investment advice • New York
Certain information has been excluded pursuant to Regulation S-K, Item 601(b)(10)(iv) from this Document because it is both not material and is the type that the registrant treats as private or confidential. SECURITIES PURCHASE AGREEMENT by and among...Securities Purchase Agreement • September 27th, 2021 • P10, Inc. • Investment advice • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of November 19, 2020, by and among (i) P10 Intermediate Holdings LLC, a Delaware limited liability company (“Buyer”), (ii) Enhanced Capital Group, LLC, a Delaware limited liability company (“ECG”) and Enhanced Capital Partners, LLC, a Delaware limited liability company (“ECP” and together with ECG, the “Companies” and each, a “Company”), (iii) the parties set forth on Schedule A (the “Sellers” and each, a “Seller”), (iv) solely for purposes of Section 6.18, the parties set forth on Schedule B (the “Seller Owners” and each, a “Seller Owner”), (v) solely in its capacity as the representative of the Sellers, Stone Point Capital LLC, a Delaware limited liability company (the “Seller Representative”), and (vi) solely for purposes of Section 5.1, Section 5.2, Section 5.3, Section 5.7, Section 5.8, Section 5.9, Section 6.20, Section 6.24 and Section 11.22, P10 Holdings, Inc., a Delaware corporation (“Holdings”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2021 • P10, Inc. • Investment advice • Texas
This Employment Agreement (the “Employment Agreement”), is made and entered into as of January 1, 2021, by and between P10 Holdings, Inc. (the “Company”), and Robert Alpert (the “Executive”).
INCREASE JOINDER AND FIRST AMENDMENTCredit Agreement • August 26th, 2022 • P10, Inc. • Investment advice • New York
THIS CREDIT AGREEMENT, dated as of December 22, 2021 (this “Agreement”), is entered into by and among the Lenders identified on the signature pages hereof (together with their respective successors and permitted assigns), JPMORGAN CHASE BANK, N.A., a national banking association (“JPMCB”), as administrative agent for the Lenders and as collateral agent for the Secured Parties (together with its successors and assigns in such capacities, the “Agent”), P10, INC., a Delaware corporation (the “Borrower”), and the Guarantors (as defined below) party hereto from time to time.
Certain information has been excluded pursuant to Regulation S-K, Item 601(b)(10)(iv) from this Document because it is both not material and is the type that the registrant treats as private or confidential. ADVISORY AGREEMENTAdvisory Agreement • September 27th, 2021 • P10, Inc. • Investment advice
THIS ADVISORY AGREEMENT (this “Agreement”) is entered into as of November 19, 2020 (the “Execution Date”), by and between Enhanced Capital Group, LLC, a Delaware limited liability company (“Advisor”), and Enhanced Permanent Capital, LLC, a Delaware limited liability company (“Company”), to be effective as of the Effective Time.
Certain information has been excluded pursuant to Regulation S-K, Item 601(b)(10)(iv) from this Document because it is both not material and is the type that the registrant treats as private or confidential. REORGANIZATION AGREEMENTReorganization Agreement • September 27th, 2021 • P10, Inc. • Investment advice
THIS REORGANIZATION AGREEMENT (“Agreement”) is made and entered into as of November 19, 2020 (the “Execution Date”), by and among Enhanced Capital Group, LLC, a Delaware limited liability company (“ECG”), Enhanced Tax Credit Finance, LLC, a Delaware limited liability company (“ETCF”), Enhanced Capital Partners, LLC, a Delaware limited liability company (“ECP”), Enhanced Permanent Capital, LLC, a Delaware limited liability company (“Enhanced PC”), Enhanced Capital Holdings, Inc., a Delaware corporation (“ECH”), and solely for purposes of Section 3.1(c), Michael Korengold. Each of ECG, ETCF, ECP, Enhanced PC, and ECH are sometimes referred to herein individually as a “Party,” and collectively, as the “Parties.” Unless otherwise specified, capitalized terms used but not defined herein have the meanings ascribed to such terms in the SPA (as hereinafter defined).
Certain information has been excluded pursuant to Regulation S-K, Item 601(b)(10)(iv) from this Document because it is both not material and is the type that the registrant treats as private or confidential. ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • September 27th, 2021 • P10, Inc. • Investment advice • New York
THIS ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is entered into as of November 19, 2020 (the “Execution Date”), by and between Enhanced Capital Group, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “LLC”), and Enhanced Capital Holdings, Inc., a Delaware corporation (“Holdings”), to be effective as of the Effective Date (as defined herein).
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2024 • P10, Inc. • Investment advice • Texas
This Employment Agreement (the “Agreement”), is made and entered into effective as of February 27, 2024 (the “Effective Date”), by and between P10 Intermediate Holdings, LLC (the “Company”), and Richard J. (Arjay) Jensen (the “Executive”).
Certain information has been excluded pursuant to Regulation S-K, Item 601(b)(10)(iv) from this Document because it is both not material and is the type that the registrant treats as private or confidential. SALE AND PURCHASE AGREEMENT by and among...Sale and Purchase Agreement • September 27th, 2021 • P10, Inc. • Investment advice • New York
SALE AND PURCHASE AGREEMENT, dated as of August 24, 2020 (this “Agreement”), by and among TrueBridge Capital Partners LLC, a Delaware limited liability company (the “Company”), TrueBridge Colonial Fund, u/a dated 11/15/2015 (“TCF”), MAW Management Co., a Delaware corporation (“MAW” and, together with TCF, the “Sellers”), Edwin Poston (“Poston”), solely for purposes of Sections 8.7 and 11.9, Mel A. Williams (“Williams” and, together with Poston, the “Seller Owners”), solely for purposes of Sections 8.7 and 11.10, Poston and Williams (in their capacity as the Seller Representative), P10 Intermediate Holdings LLC, a Delaware limited liability company (the “ Buyer”), and P10 Holdings, Inc., a Delaware corporation (the “Guarantor”), solely for purposes of Section 11.11. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in SECTION 1.
EMPLOYMENT AGREEMENTEmployment Agreement • September 27th, 2021 • P10, Inc. • Investment advice • Illinois
This Employment Agreement (the “Agreement”) is made and entered into as of October 6, 2017, and shall be effective as of January 1, 2018 (the “Effective Date”), by and between William F. Souder (the “Executive”) and RCP Advisors 3, LLC, a Delaware limited liability company (the “Company”).
EXECUTIVE TRANSITION AGREEMENTExecutive Transition Agreement • November 13th, 2023 • P10, Inc. • Investment advice • Texas
This Executive Transition Agreement (this “Agreement”) is entered into as of October 20, 2023 by and between Robert Alpert (the “Executive”) and P10 Intermediate Holdings, Inc. (the “Company”) on behalf of it and its parent, subsidiaries, successors, and assigns, including but not limited to P10, Inc. (“P10”) (collectively with Executive, the “Parties”).
STOCKHOLDERS AGREEMENTStockholders Agreement • October 26th, 2021 • P10, Inc. • Investment advice • Delaware
This Stockholders Agreement (this “Agreement”) is made and entered into as of October 20, 2021, among P10, Inc., a Delaware corporation (the “Company”), and the persons identified on Schedule A hereto as “Investors” (collectively, the “Investors” and, each individually, an “Investor”), and is joined by the Original Agreement Parties (defined below) who are not Investors for the limited purpose of consenting to the provisions of this Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTAmended and Restated • May 15th, 2023 • P10, Inc. • Investment advice • Texas
This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of May 12, 2023 (the “Effective Date”), by and between Robert Alpert (the “Executive”) and P10 Intermediate Holdings, LLC (the “Company”) on behalf of it and its parent, subsidiaries, successors, and assigns, including but not limited to P10, Inc. (“P10”), P10 Holdings, Inc. (“P10 Holdings”), and the Affiliated Entities (as defined below), (collectively with Executive, the “Parties”).
ASSET PURCHASE AGREEMENT among ABERDEEN STANDARD INVESTMENTS INC. ABERDEEN CAPITAL MANAGEMENT LLC ASI HARK CAPITAL II GP, LLC ASI HARK CAPITAL III GP, LLC and HARK CAPITAL ADVISORS LLC and, with respect to Section 15.16, P10 HOLDINGS, INC. Dated as of...Asset Purchase Agreement • October 12th, 2021 • P10, Inc. • Investment advice • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of August 18, 2021 by and among Aberdeen Standard Investments Inc., a Delaware corporation (“ASI”), Aberdeen Capital Management LLC, a Connecticut limited liability company (“ACM” and, collectively with ASI, the “Sellers” and each, a “Seller”), Hark Capital Advisors LLC, a Delaware limited liability company (the “Buyer”), and, with respect to Section 15.16, P10 Holdings, Inc., a Delaware corporation (the “Buyer Parent”).
CREDIT AGREEMENT dated as of December 22, 2021 among P10, INC., as the Borrower THE GUARANTORS PARTY HERETO FROM TIME TO TIME, THE LENDERS PARTY HERETO FROM TIME TO TIME and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent...Credit Agreement • December 23rd, 2021 • P10, Inc. • Investment advice • New York
THIS CREDIT AGREEMENT, dated as of December 22, 2021 (this “Agreement”), is entered into by and among the Lenders identified on the signature pages hereof (together with their respective successors and permitted assigns), JPMORGAN CHASE BANK, N.A., a national banking association (“JPMCB”), as administrative agent for the Lenders and as collateral agent for the Secured Parties (together with its successors and assigns in such capacities, the “Agent”), P10, INC., a Delaware corporation (the “Borrower”), and the Guarantors (as defined below) party hereto from time to time.
CONTROLLED COMPANY AGREEMENTControlled Company Agreement • October 26th, 2021 • P10, Inc. • Investment advice • Delaware
This CONTROLLED COMPANY AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of October 20, 2021, by and among the parties listed on the signature pages hereto (each a “Stockholder” and, collectively, the “Stockholders”).
AMENDMENT TO EXECUTIVE TRANSITION AGREEMENTExecutive Transition Agreement • August 9th, 2024 • P10, Inc. • Investment advice • Texas
This Amendment (this “Amendment”) to the Executive Transition Agreement (as defined below) is entered into as of May 9, 2024 by and between Robert Alpert (the “Executive”) and P10 Intermediate Holdings, Inc. (the “Company”) on behalf of it and its parent, subsidiaries, successors, and assigns, including but not limited to P10, Inc. (“P10”) (collectively with Executive, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2023 • P10, Inc. • Investment advice • Texas
This Employment Agreement (the “Employment Agreement”), is made and entered into as of November 11, 2022, by and between P10 Intermediate Holdings, LLC (the “Company”), and Amanda Coussens (the “Executive”).
TrueBridge Capital Partners LLC Chapel Hill, North Carolina 27517Letter Agreement • September 27th, 2021 • P10, Inc. • Investment advice • Delaware
This letter agreement (this “ Letter Agreement”) confirms the agreement by and among: (i) P10 Intermediate Holdings LLC, a Delaware limited liability company (the “Buyer”), (ii) TrueBridge Capital Partners LLC, a Delaware limited liability company (the “Company”), (iii) Edwin Poston and (iv) Mel A. Williams (each of (iii) and (iv) is referred to herein as a “Seller Owner” and, collectively, as the “Seller Owners”), to address certain issues presented by the Sellers’ sale of the Company to the Buyer (the “Acquisition”) pursuant to that certain Sale and Purchase Agreement dated as of August 24, 2020, by and among the Company, the Sellers, the Seller Owners, the Buyer and the Guarantor (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
AMENDMENT NO. 1 TO CONTROLLED COMPANY AGREEMENTControlled Company Agreement • August 14th, 2023 • P10, Inc. • Investment advice
This AMENDMENT NO. 1 TO CONTROLLED COMPANY AGREEMENT (the “Amendment”) is entered into as of May 16, 2023 to amend that Controlled Company Agreement dated as of October 20, 2021 (the “Controlled Company Agreement”), by and among the parties listed on the signature pages thereto, and shall be effective as of the Effective Date (as defined below). Capitalized terms not otherwise defined herein shall have the meanings ascribed in the Controlled Company Agreement.
RESTATEMENT AGREEMENTCredit Agreement • August 5th, 2024 • P10, Inc. • Investment advice • New York
RESTATEMENT AGREEMENT, dated as of August 1, 2024 (this “Agreement”), to the Credit Agreement dated as of December 22, 2021 (as amended by that certain Increase Joinder and First Amendment, dated as of August 25, 2022, as further amended by that certain Second Amendment, dated as of October 13, 2022, as further amended by that certain Third Amendment, dated as of June 2, 2023 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among P10, Inc., a Delaware corporation (the “Parent”), P10 Intermediate Holdings LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party thereto from time to time, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Amended and Restated Credit Agreement (as defined below).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • August 9th, 2024 • P10, Inc. • Investment advice • Texas
WHEREAS, Executive was provided notice that the Company elected not to renew or extend the Term (as defined in the Employment Agreement) of the Employment Agreement and that the Term and the Executive’s employment with the Company will terminate effective May 11, 2024 (the “Separation Date”); and
AMENDMENT NO. 1 TO REORGANIZATION AGREEMENTReorganization Agreement • May 13th, 2021 • P10, Inc. • Investment advice
This Amendment No. 1 to the Reorganization Agreement (this “Amendment”) is made and entered into, as of December 14, 2020, by and among Enhanced Capital Group, LLC, a Delaware limited liability company (“ECG”), Enhanced Tax Credit Finance, LLC, a Delaware limited liability company (“ETCF”), Enhanced Capital Partners, LLC, a Delaware limited liability company (“ECP”), Enhanced Permanent Capital, LLC, a Delaware limited liability company (“Enhanced PC”), and Enhanced Capital Holdings, Inc., a Delaware corporation (“ECH”). Each of ECG, ETCF, ECP, Enhanced PC, and ECH are sometimes referred to herein individually as a “Party,” and collectively, as the “Parties.” Unless otherwise specified, capitalized terms used but not defined herein have the meanings ascribed to such terms in the Agreement (as hereinafter defined).
Five Points Capital, Inc. Winston-Salem, NC 27101Letter Agreement • September 27th, 2021 • P10, Inc. • Investment advice • Delaware
This letter agreement (this “Letter Agreement”) confirms the agreement by and among: (i) P10 Intermediate Holdings LLC, a Delaware limited liability company (the “Buyer”), (ii) Five Points Capital, Inc., a North Carolina S corporation (the “Company”), (iii) Jonathan B. Blanco, (iv) S. Whitfield Edwards, (v) Scott L. Snow and (vi) Marshall C. White (each of (iii)–(vi) is referred to herein as a “G2 Partner” and, collectively, as the “G2 Partners”) to address certain issues presented by the sale of the Company to the Buyer (the “Acquisition”) pursuant to that certain Sale and Purchase Agreement dated as of January 16, 2020, by and among the Company, the Sellers, the Buyer, the Seller Representative and the Guarantor (the “Purchase Agreement”). The GP Entities and the G2 Partners are collectively referred to herein as the “FP Parties” and, each individually, as an “FP Party.” Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • September 19th, 2023 • P10, Inc. • Investment advice • Delaware
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT, dated as of September 15, 2023 (this “Amendment”), by and between P10, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as rights agent (the “Rights Agent”). Unless the context otherwise requires, capitalized terms used in this Amendment have the respective meaning given to them in the Original Agreement (defined below).
COMPANY LOCK-UP AGREEMENTCompany Lock-Up Agreement • October 12th, 2021 • P10, Inc. • Investment advice • Delaware
This COMPANY LOCK-UP AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of ___________, 2021, by and between the party listed on the signature page hereto (the “Restricted Stockholder”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 27th, 2021 • P10, Inc. • Investment advice • Texas
This Amendment to that certain employment agreement made and entered into by and between Jeff P. Gehl (the “Executive”) and RCP Advisors 3, LLC, a Delaware limited liability company (“RCP”) effective as of January 1, 2018 (the “Employment Agreement”) shall be effective as of January 1, 2021 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2023 • P10, Inc. • Investment advice • Texas
This Employment Agreement (the “Agreement”), is made and entered into as of October 20, 2023, by and between P10 Intermediate Holdings, LLC, a Delaware corporation (the “Company”), and Luke A. Sarsfield III (the “Executive”).
EXCHANGE AGREEMENTExchange Agreement • August 26th, 2022 • P10, Inc. • Investment advice • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), is made as of August 25, 2022, but to be effective only as of the Closing (as defined in the Purchase Agreement (as defined below)) by and among P10, Inc. a Delaware corporation (the “Company”), P10 Holdings Inc., a Delaware corporation (“P10 Holdings”), P10 Intermediate Holdings LLC, a Delaware limited liability company (the “LLC”), and the LLC Unitholders (as defined herein).
AMENDMENT NO. 2 TO REORGANIZATION AGREEMENTReorganization Agreement • May 13th, 2021 • P10, Inc. • Investment advice
This Amendment No. 2 to the Reorganization Agreement (this “Amendment”) is made and entered into on December 23, 2020, but effective as of December 14, 2020, by and among Enhanced Capital Group, LLC, a Delaware limited liability company (“ECG”), Enhanced Tax Credit Finance, LLC, a Delaware limited liability company (“ETCF”), Enhanced Capital Partners, LLC, a Delaware limited liability company (“ECP”), Enhanced Permanent Capital, LLC, a Delaware limited liability company (“Enhanced PC”), and Enhanced Capital Holdings, Inc., a Delaware corporation (“ECH”). Each of ECG, ETCF, ECP, Enhanced PC, and ECH are sometimes referred to herein individually as a “Party,” and collectively, as the “Parties.” Unless otherwise specified, capitalized terms used but not defined herein have the meanings ascribed to such terms in the Agreement (as hereinafter defined).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • May 15th, 2023 • P10, Inc. • Investment advice • Texas
This SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into by and between Jeff P. Gehl (“Executive”) and RCP Advisors 3, LLC, a Delaware limited liability company (“RCP”) and P10 Holdings, Inc., a Delaware corporation (“P10”), (together with RCP, the “Company”).
SALE AND PURCHASE AGREEMENT by and among WESTECH INVESTMENT ADVISORS LLC, P10, INC. THE SELLERS SET FORTH ON THE SIGNATURE PAGES HERETO, DAVID R. WANEK, as the Seller Representative, and P10 INTERMEDIATE HOLDINGS LLC Dated as of August 25, 2022Sale and Purchase Agreement • August 26th, 2022 • P10, Inc. • Investment advice • New York
SALE AND PURCHASE AGREEMENT, dated as of August 25, 2022 (this “Agreement”), by and among (i) Westech Investment Advisors LLC, a California limited liability company (the “Company”), (ii) P10, Inc., a Delaware corporation (the “Parent”), (iii) Westech Investment Management, Inc., a California corporation, Maurice C. Werdegar, David R. Wanek, the Bonnie Sue Swenson Survivors Trust and Jay L. Cohan (each a “Seller” and collectively, the “Sellers”), (iv) David R. Wanek (in his capacity as the Seller Representative), and (v) P10 Intermediate Holdings LLC, a Delaware limited liability company (the “Buyer”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in Section 1.
