This Stockholders Agreement (this Agreement) is made and entered into as of [ ], 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.
WHEREAS, P10 Holdings, Inc., a Delaware corporation previously named P10 Industries, Inc. (Former P10 Parent), entered into an Amended and Restated Stockholders Agreement dated December 18, 2018 (the Original Agreement), with the investors named on Schedule A thereto (together with P10 Sub, the Original Agreement Parties);
WHEREAS, in connection with the consummation of the transactions contemplated by the Sale and Purchase Agreement, dated as of January 16, 2020, among P10 Intermediate Holdings LLC, a Delaware limited liability company (P10 LLC), Former P10 Parent, Five Points Capital, Inc., a North Carolina S corporation (FPC), and all of FPCs stockholders, each of P10 LLC, Former P10 Parent, Thomas P. Danis, Jr. as Trustee of the Thomas P. Danis, Jr. Revocable Living Trust dated March 10, 2003, as amended, Jeff P. Gehl as Trustee of the Jeff P. Gehl Living Trust dated January 25, 2011, Charles K. Huebner as Trustee of the Charles K. Huebner Trust dated January 16, 2001, Souder Family LLC, a Delaware limited liability company, Jon I. Madorsky as Trustee of the Jon I. Madorsky Revocable Trust dated December 1, 2008, David McCoy, Alexander Abell, Michael Feinglass, Andrew Nelson, Nell Blatherwick, 210/P10 Acquisition Partners, LLC, a Texas limited liability company, Keystone Capital XXX, LLC, a Delaware limited liability company (Keystone), 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 (each an FPC Unitholder) entered into an Equityholders Agreement dated January 16, 2020 (the Original Equityholders Agreement);
WHEREAS, in connection with the Sale and Purchase Agreement, dated as of August 24, 2020, among P10 LLC, Former P10 Parent, TrueBridge Capital Partners LLC, a Delaware limited liability company (TB), and certain other parties, each of the parties to the Original Equityholders Agreement (or their permitted successors), together with TrueBridge Colonial Fund, u/a dated 11/15/2015, and MAW Management Co., a Delaware corporation (each a TB Unitholder) entered into an Amended and Restated Equityholders Agreement dated August 24, 2020 (the TB Equityholders Agreement);
WHEREAS, in connection with the Securities Purchase Agreement, dated as of November 19, 2020, as amended, among P10 LLC, Enhanced Capital Partners, LLC, a Delaware limited liability company (ECP), Enhanced Capital Group, LLC, a Delaware limited liability company (ECG), the parties set forth on Schedule A thereto, and for certain specified purposes set forth therein, the parties set forth on Schedule B thereto, Former P10 Parent, and Stone Point Capital LLC (each a EC Unitholder, and together with Keystone, the FPC Unitholders and the TB Unitholders, the Preferred Unitholders) entered into an Equityholders Agreement dated December 14, 2020 (the Enhanced Equityholders Agreement, and together with the TB Equityholders Agreement, collectively, the Equityholders Agreements);