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”).
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”).
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).
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”).
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.
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.
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”).
Five Points Capital, Inc. Winston-Salem, NC 27101Letter Agreement • September 27th, 2021 • P10, Inc. • Investment advice • New York
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) David G. Townsend in his individual capacity and as Trustee of the David G. Townsend Revocable Living Trust Agreement Dated 9-9-2004, (iv) Martin P. Gilmore in his individual capacity and as Trustee of the Martin Paul Gilmore 2008 Revocable Trust dated March 17, 2008, (v) Thomas H. Westbrook and (vi) Christopher N. Jones (each of (iii)–(vi) is referred to herein as a “Seller” and, collectively, as the “Sellers”), and (vii) each signatory identified as a “GP Entity” on the signature pages hereto (each referred to herein as a “GP Entity” and, collectively, as the “GP Entities”) to address certain issues presented by the Seller’s sale of the Company to the Buyer (the “Acquisition”) pursuant to that certain Sale and Purchase Agreement d
SALE AND PURCHASE AGREEMENT by and among FIVE POINTS CAPITAL, INC., THE SELLERS PARTY HERETO, DAVID G. TOWNSEND (SOLELY IN HIS CAPACITY AS A SELLER REPRESENTATIVE), P10 INTERMEDIATE HOLDINGS LLC, and P10 HOLDINGS, INC. (SOLELY FOR PURPOSES OF SECTION...Sale and Purchase Agreement • September 27th, 2021 • P10, Inc. • Investment advice • New York
SALE AND PURCHASE AGREEMENT, dated as of January 16, 2020 (this “Agreement”), by and among Five Points Capital, Inc., a North Carolina S corporation (the “Company”), David G. Townsend, Trustee of the David G. Townsend Revocable Living Trust Agreement Dated 9-9-2004, Martin P. Gilmore, Trustee of the Martin Paul Gilmore 2008 Revocable Trust dated March 17, 2008, Thomas H. Westbrook and Christopher N. Jones (collectively, the “Sellers”), David G. Townsend (in his 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 11.12. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in Section 1.
JOINDER AND AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2021 • P10, Inc. • Investment advice
This Joinder and Amendment No. 1 to the Securities Purchase Agreement (this “Amendment”) is made and entered into as of December 14, 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”), (iii) Enhanced Capital Partners, LLC, a Delaware limited liability company (“ECP”), and (iv) solely for purposes of Section 1, Korengold Family Associates, LLC, a Delaware limited liability company (“KFA”). Buyer, ECG and ECP are referred to herein as the “Amending Parties”. The Amending Parties and KFA are referred to herein as the “Parties”.
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 William F. Souder (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”).
