PX P10 Inc

On August 25, 2022, P10 Intermediate Holdings LLC, a Delaware limited liability company (the “Buyer”), and P10, Inc., a Delaware corporation (the “Parent” or “P10”), entered into that certain Sale and Purchase Agreement (the “Purchase Agreement”), by and among the Buyer, the Parent, Westech Investment Advisors LLC, a California limited liability company (the “WTI”), 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”), and David R. Wanek in his capacity as the seller representative as set forth in the Purchase Agreement (the “Seller Representative”), pursuant to which the Buyer would acquire all of the issued and outstanding membership interests of WTI (the “Transaction”). The Purchase Agreement contains customary representations and warranties, covenants and closing conditions.

The purchase price payable at the closing of the Transaction, which is subject to certain customary closing adjustments, consists of $97,000,008 in cash and an aggregate of 3,916,666 membership units representing limited liability company interests of the Buyer (“Buyer Units”). Subject to certain conditions, the Buyer Units will be exchangeable into shares of Class A Common Stock of the Parent on a one-for-one basis, pursuant to that certain Exchange Agreement entered into on August 25, 2022, by and among the Buyer, the Parent and the other signatory parties thereto (the “Exchange Agreement”). The Class A Units of P10 acquired under the Exchange Agreement are subject to a restricted period in which the holder cannot offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, such Class A Common Stock beneficially owned. The restricted period terminates as follows: (i) with respect to one-third of the Class A Common Stock held by such stockholder, on October 21, 2022; (ii) with respect to two-thirds of the Class A Common Stock held by such stockholder, on October 21, 2023; and (iii) with respect to all of the Class A Common Stock held by such stockholder, on October 21, 2024.

In addition, the Seller Recipients (as defined in the Purchase Agreement) are eligible to receive additional consideration upon the achievement of certain earn-out milestones during the earn-out period from January 1, 2023 to December 31, 2027 (as may be extended in certain events) pursuant to the Purchase Agreement, subject to potential reduction in accordance with the terms of the Purchase Agreement, and employees of WTI are eligible to receive bonus compensation for achievement of these earn-out milestones from an employee retention bonus plan to be established at closing. The earn-out milestones and aggregate consideration and bonuses payable is as follows: (i) $35,000,000 in consideration in the aggregate (without interest) based upon the achievement of $20,000,000 in EBITDA in any such four-quarter period; (ii) $17,500,000 in consideration in the aggregate (without interest) based upon the achievement of $22,500,000 in EBITDA in any such four-quarter period; and (iii) $17,500,000 in consideration in the aggregate (without interest) based upon the achievement of $25,000,000 in EBITDA in any such four-quarter period. Pursuant to the Purchase Agreement, any future earn-out payments payable to the Seller Recipients will be forfeited in the event such Seller Recipient’s employment with WTI or one of its Affiliates is terminated by WTI for Cause (as defined in his Employment Agreement) or by such Seller Recipient without Good Reason (as defined in his Employment Agreement) prior to the last day of a quarter in which any applicable earn-out milestone is achieved. Any earn-out payment will be paid in cash; provided, that up to 50% of the earn-out payments payable to the Seller Recipients pursuant to the Purchase Agreement, at a Seller Recipient’s option, will be paid in Units of Buyer which may be converted into shares of Class A common stock of P10.

P10 also commits to grant options to acquire 1,000,000 shares of P10’s common stock in the aggregate to induce the Seller Recipients to continue their employment with P10 and its subsidiaries at and following closing and additional options to acquire 3,000,000 shares of P10’s common stock in the aggregate to continuing employees who are not Sellers, with such options cliff vesting on the date that is five years following the grant date, with a per share exercise price equal to the value of a share of P10’s common stock on the grant date.

The above descriptions of the Purchase Agreement and the Exchange Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Purchase Agreement and Exchange Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Increase Joinder and First Amendment to Credit Agreement

On August 25, 2022, the Parent entered into an Increase Joinder and First Amendment (“Increase Joinder and Credit Agreement First Amendment”) to its Credit Agreement, initially dated as of December 22, 2021 (as amended, supplemented or otherwise modified from time to time) (the “Credit Agreement”) with 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. Among other things, the Increase Joinder and Credit Agreement First Amendment amends the Credit Agreement by:

The above description of the Increase Joinder and Credit Agreement First Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Increase Joinder and Credit Agreement First Amendment, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.