COMPANY LOCK-UP AGREEMENT
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).
WHEREAS, in connection with the consummation by P10, Inc. (the Issuer) of the IPO (as hereinafter defined), the parties hereto have agreed to enter into this Agreement to govern certain of their rights, duties and obligations with respect to their ownership of Shares (as hereinafter defined) after consummation of the IPO.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties mutually agree as follows:
Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
Affiliate means, with respect to any Person, any other Person that controls, is controlled by, or is under common control with such Person. The term control, as used with respect to any Person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Controlled and controlling have meanings correlative to the foregoing. Notwithstanding the foregoing, for purposes hereof, none of the Restricted Stockholder, the Issuer, or any of their respective Subsidiaries shall be considered Affiliates of any portfolio operating company in which the Restricted Stockholder or any of their investment fund Affiliates have made a debt or equity investment, and none of the Restricted Stockholder or any of their Affiliates shall be considered an Affiliate of (a) the Issuer or any of its Subsidiaries or (b) each other.
Agreement has the meaning set forth in the Preamble.
Board means the Board of Directors of the Issuer.
Change in Control means the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than the underwriters pursuant to the IPO) of shares of Common Stock or other securities if, after such transfer, the stockholders of the Company immediately prior to such transfer do not own at least fifty percent (50%) of the outstanding voting securities of the Company (or the surviving entity).
Common Stock means, collectively, the shares of Class A common stock, par value $0.001 (the Class A Common Stock) and Class B common stock, par value $0.001 (the Class B Common Stock), and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation or similar transaction.