0001841968falseNONE0001841968us-gaap:SeriesAPreferredStockMember2024-08-012024-08-0100018419682024-08-012024-08-010001841968us-gaap:CommonClassAMember2024-08-012024-08-01

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 01, 2024

 

 

P10, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-40937	87-2908160
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
4514 Cole Avenue Suite 1600
Dallas, Texas				75205
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 214 865-7998

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share		PX		The New York Stock Exchange
Series A Junior Participating Preferred Stock Purchase Rights		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

---

Item 1.01 Entry into a Material Definitive Agreement.

On August 1, 2024, P10, Inc. (the “Company”) and certain of its subsidiaries entered into a restatement agreement (the “Restatement Agreement”) which amends and restates the Company’s existing credit agreement, originally entered into on December 22, 2021 (as previously amended, the “Existing Credit Agreement”), by and among P10 Intermediate Holdings LLC (“P10 Intermediate”), as borrower, the Company and certain subsidiaries of the Company, as guarantors, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the Existing Credit Agreement as so amended and restated, the “Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement provides for a new senior secured revolving credit facility in the amount of $175 million, with a $10 million sublimit for the issuance of letters of credit (the “New Revolving Facility”), and a new senior secured term loan facility in the amount of $325 million (the “New Term Loans” and, together with the Revolving Facility, the “New Credit Facilities”), both scheduled to mature on August 1, 2028 (the “Maturity Date”). The Amended and Restated Credit Agreement provides for an ability to increase the amount of the New Credit Facilities by up to $125 million, subject to certain conditions. The New Credit Facilities are to be used to refinance and replace the credit facilities under the Existing Credit Agreement and for general corporate purposes, including acquisitions.

The New Credit Facilities are guaranteed by the Company’s subsidiaries, subject to customary exceptions, and are secured by liens on substantially all assets of the Company, P10 Intermediate and the Company’s guarantor subsidiaries, subject to customary exceptions.

The New Term Loans require quarterly amortization payments, beginning on December 31, 2025, in an annual amount equal to 5.00% of the original funded amount of the New Term Loans, with remaining amounts required to be repaid on the Maturity Date. The New Revolving Facility does not require scheduled principal payments prior to the Maturity Date.

Borrowings under the New Credit Facilities will bear interest from time to time at a per annum rate equal to, at the Company’s election, either an adjusted term SOFR rate plus a margin of 2.50% or a base rate plus a margin of 1.50%. The company is required to pay a customary commitment fee on undrawn amounts under the New Revolving Facility from time to time as well as customary fees in respect of letters of credit issued under such facility.

The Amended and Restated Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including financial covenants requiring P10 to comply with a maximum leverage ratio and to maintain a minimum level of fee paying assets under management, and customary events of default.

The foregoing description is qualified in its entirety by reference to the full text of the Restatement Agreement and the Amended and Restated Credit Agreement, which are attached hereto as Exhibit 10.1 and are incorporated herein by reference.

The financial institutions party to the Amended and Restated Credit Agreement and their respective affiliates have in the past performed, and may in the future perform, investment banking, financial advisory, lending, commercial banking, and/or other services for the Company and its subsidiaries and to persons and entities with relationships with the Company and its subsidiaries, for which they have received, and may in the future receive, customary fees and expenses.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure

On August 5, 2024, the Company issued a press release announcing its entry into the Amended and Restated Credit Agreement, a copy of which is furnished as Exhibit 99.1 to this Current Report.

The information contained in Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other documents pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

---

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Restatement Agreement, dated as of August 1, 2024, attaching the Amended and Restated Credit Agreement, dated as of such date, among P10, Inc., P10 Intermediate Holdings LLC, the other guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.
99.1	Press Release of P10, Inc. dated August 5, 2024
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

 

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			P10, INC.
Date:	August 5, 2024	By:	/s/ Amanda Coussens
			Amanda Coussens Chief Financial Officer

 

---

RESTATEMENT AGREEMENT

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).

WHEREAS, the Borrower has requested to establish (i) a new term loan facility to be made available in a single drawing on the Restatement Effective Date (as defined below) in an aggregate principal amount of $325,000,000 (the “New Term Loan Facility”, and the loans under the New Term Loan Facility, the “New Term Loans”) and (ii) a new revolving credit facility to be made available to the Borrower on and after the Restatement Effective Date in an aggregate principal amount of $175,000,000 (the “New Revolving Credit Facility” and the loans under the New Revolving Credit Facility, the “New Revolving Loans”), in each case on the terms and subject to the conditions set forth herein and in the Amended and Restated Credit Agreement (as defined below);

WHEREAS, (a) the proceeds of the New Term Loans and the New Revolving Loans borrowed under the New Term Loan Facility and the New Revolving Credit Facility, respectively, on the Restatement Effective Date will be used (i) to refinance the Borrower’s existing revolving credit facility and term loan facility under the Credit Agreement and permanently terminate all commitments in connection therewith and (ii) to finance the ongoing working capital needs and general corporate purposes of the Parent and its Subsidiaries, including, without limitation, to finance acquisitions otherwise permitted under the Amended and Restated Credit Agreement and (b) the proceeds of the New Revolving Loans borrowed under the New Revolving Credit Facility following the Restatement Effective Date will be used to finance the ongoing working capital needs and general corporate purposes of the Parent and its Subsidiaries, including, without limitation, to finance acquisitions otherwise permitted by the Amended and Restated Credit Agreement;

WHEREAS, pursuant to the terms of the Credit Agreement, the consent of each of the Borrower, the Agent and the Lenders (as defined in the Credit Agreement) party hereto comprising the Required Lenders immediately prior to the Restatement Effective Date is required to effect this Agreement and the amendments set forth herein and in the Amended and Restated Credit Agreement;

WHEREAS, the Borrower has requested, and the Lenders party hereto, have agreed, upon the terms and subject to the conditions set forth herein, that the Credit Agreement be amended and restated as provided herein in order to permit the Transactions (the Credit Agreement, as so amended and restated, the “Amended and Restated Credit Agreement”);

WHEREAS, JPMorgan Chase Bank, N.A. is acting as sole lead arranger and sole bookrunner in connection with this Agreement;

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

---

Effective as of the Restatement Effective Date:

This Agreement shall become effective on the first date (the “Restatement Effective Date”) on which (a) the Agent has received executed counterparts of this Agreement from the Borrower, each Guarantor and each Lender (which Lenders in the aggregate, each solely in their capacities as an existing Lender, shall constitute the requisite Lenders required by the terms of the Credit Agreement), each of which shall be originals or facsimiles or electronic copies and (b) each of the conditions precedent set forth in Article III of the Amended and Restated Credit Agreement shall have been satisfied or waived.

The provisions in Sections 11.6, 11.7, 11.8,11.9 and 11.17 of the Amended and Restated Credit Agreement are incorporated herein by reference mutatis mutandis.

The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

---

[Signature Pages Follow]

 

 

---

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.

P10 INTERMEDIATE HOLDINGS LLC, as Borrower

By: /s/ Luke Sarsfield III
Name: Luke Sarsfield III
Title: Chief Executive Officer

P10, INC.

P10 HOLDINGS, INC.

TRIDENT ECG HOLDINGS LLC

P10 ADVISORS, LLC, as Guarantors

By: /s/ Luke Sarsfield III
Name: Luke Sarsfield III
Title: Chief Executive Officer

BONACCORD CAPITAL ADVISORS LLC

HARK CAPITAL ADVISORS LLC

WESTECH INVESTMENT ADVISORS LLC, as Guarantors

By: /s/ Luke Sarsfield III
Name: Luke Sarsfield III
Title: Manager

P10 RCP HOLDCO, LLC

RCP ADVISORS 2, LLC

RCP ADVISORS 3, LLC, as Guarantors

By: /s/ Alexander Abell
Name: Alexander Abell
Title: Vice President

 

---

FIVE POINTS CAPITAL LLC, as Guarantor

By: /s/ S. Whitfield Edwards
Name: S. Whitfield Edwards
Title: President

TRUEBRIDGE CAPITAL PARTNERS LLC, as Guarantor

By: /s/ Dominic Hong
Name: Dominic Hong
Title: Treasurer and Secretary

ENHANCED CAPITAL GROUP, LLC

ENHANCED TAX CREDIT FINANCE, LLC

ENHANCED ASSET MANAGEMENT, LLC

ENHANCED COMMUNITY DEVELOPMENT, LLC

ENHANCED CAPITAL CONSULTING, LLC

ENHANCED CAPITAL HTC MANAGER, LLC

ENHANCED CAPITAL RETC MANAGER, LLC

ENHANCED TAX CREDIT LENDING, LLC

ENHANCED CAPITAL TAX CREDIT MANAGER, LLC

ENHANCED CAPITAL RURAL MANAGER, LLC

ENHANCED CAPITAL IMPACT LENDING, LLC

ENHANCED PACE FINANCE, LLC

EC STATE TAX CREDIT FUND II, LLC

ENHANCED PUERTO RICO, LLC, as Guarantors

By: /s/ Michael Korengold
Name: Michael Korengold
Title: President

 

---

JPMORGAN CHASE BANK, N.A., as
the Agent

By: /s/ Barbara Ingrassia
Name: Barbara Ingrassia
Title: Vice President

 

---

KeyBank National Association, as a Lender

By: /s/ Michael G Kousaie
Name: Michael G Kousaie
Title: Vice President

 

 

---

TEXAS CAPITAL BANK, as a Lender

By: /s/ Jon-Michael Thomas
Name: Jon-Michael Thomas
Title: Vice President, Senior Portfolio Manager

 

 

---

CIBC Bank USA, as a Lender

By: /s/ Michael Carbonara
Name: Michael Carbonara
Title: Associate Managing Director

 

 

---

REGIONS BANK, as a Lender

By: /s/ William Soo
Name: William Soo
Title: Managing Director

 

 

---

The Huntington National Bank, as a Term Lender and
a Revolving Lender

By: /s/ Louis Ragusa
Name: Louis Ragusa
Title: Director

 

 

---

MORGAN STANLEY BANK N.A., as a Lender

By: /s/ Michael King
Name: Michael King
Title: Authorized Signatory

 

 

---

EAST WEST BANK, as a Lender

By: /s/ Peter J. Marquis
Name: Peter J. Marquis
Title: Senior Vice President

 

 

---

STIFEL BANK & TRUST, as a Lender

By: /s/ Matthew L. Diehl
Name: Matthew L. Diehl
Title: Senior Vice President

 

 

---

Banc of California, as a Lender

By: /s/ Audrey Yen
Name: Audrey Yen
Title: Managing Director

 

 

---

COMERICA BANK, as a Lender

By: /s/ John Smithson
Name: John Smithson
Title: Vice President

 

 

---

WILMINGTON SAVINGS FUND SOCIETY, FSB, as a Term Lender

By: /s/ Mark J. Campo
Name: Mark J. Campo
Title: Vice President

 

 

---

Sunflower Bank, N.A., as a Lender

By: /s/ Brad Kraus
Name: Brad Kraus
Title: Senior Vice President

 

 

---

Southern Bancorp Bank, as a Lender

By: /s/ Shari M. Echols
Name: Shari M. Echols
Title: Vice President

 

 

---

ANNEX A

(see attached)

 

 

 

---

 

 

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

August 1, 2024,

among

P10, INC.,

as the Parent,

 

P10 INTERMEDIATE HOLDINGS LLC,

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

 

JPMORGAN CHASE BANK, N.A., KEYBANC CAPITAL MARKETS INC.
and

TEXAS CAPITAL BANK,

as Joint Lead Arrangers and Joint Bookrunners

 

 

---

TABLE OF CONTENTS

 

		Page
ARTICLE I DEFINITIONS AND CONSTRUCTION
1.1	Definitions	1
1.2	Construction	38
1.3	Accounting Terms; GAAP	39
1.4	Divisions	39
1.5	Interest Rates: Benchmark Notification	39
1.6	Certain Calculations	40
1.7	Limited Condition Transactions	41
1.8	Amend and Restatement	42
1.1	Definitions	1
1.2	Construction	38
1.3	Accounting Terms; GAAP	39
1.4	Divisions	39
1.5	Interest Rates; Benchmark Notification	39
1.6	Certain Calculations	40
1.7	Limited Condition Transactions	41
1.8	Amendment and Restatement.	42
ARTICLE II AMOUNT AND TERMS OF LOANS
2.1	Credit Facilities	42
2.2	Rate Designation	43
2.3	Interest Rates; Payment of Principal and Interest	43
2.4	Default Rate	46
2.5	Computation of Fees	46
2.6	Request for Borrowing	46
2.7	Conversion or Continuation	48
2.8	Mandatory Repayments	49
2.9	Voluntary Prepayments; Termination and Reduction in Commitments	50
2.10	Letters of Credit	51
2.11	Fees	54
2.12	Maintenance of Records; Effect	55
2.13	Increased Costs	55
2.14	Alternate Rate of Interest	56
2.15	Illegality	58
2.16	Place of Loans	58
2.17	Survivability	58
2.18	Incremental Facilities	58
2.19	Sustainability Adjustments	60
2.20	Amortization of Term Loans	60
2.21	[Reserved]	61
2.22	Defaulting Lenders	61
2.23	Taxes	63

---

2.24	Mitigation of Obligations	65
ARTICLE III CONDITIONS TO LOANS
3.1	Conditions Precedent to the Restatement Effective Date	66
3.2	Conditions Precedent to All Extensions of Credit	67
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PARENT
4.1	Due Organization	68
4.2	Interests in Loan Parties and Subsidiaries	68
4.3	Requisite Power and Authorization	69
4.4	Binding Agreements	69
4.5	Compliance with Laws and Other Agreements	69
4.6	Litigation; Adverse Facts; Environmental Matters	69
4.7	Government Consents	70
4.8	[Reserved]	70
4.9	Payment of Taxes	70
4.10	Governmental Regulation	71
4.11	Disclosure	71
4.12	Debt	71
4.13	Existing Defaults	71
4.14	No Default; No Material Adverse Effect	72
4.15	Perfection, Etc	72
4.16	Historical Financial Statements	72
4.17	[Reserved]	72
4.18	[Reserved]	72
4.19	Affected Financial Institutions	72
4.20	Federal Reserve Regulations; Exchange Act	72
4.21	Employee Matters; Employee Benefit Plans	73
4.22	Sanctions, Anti-Corruption Laws and PATRIOT Act	74
4.23	Use of Proceeds	75
4.24	Properties; Licenses, Etc.	75
4.25	Solvency	75
ARTICLE V AFFIRMATIVE COVENANTS OF THE PARENT
5.1	Accounting Records and Inspection	76
5.2	Financial Statements and Other Information	76
5.3	Existence	78
5.4	Payment of Taxes and Claims	78
5.5	Compliance with Laws	79
5.6	Further Assurances	79
5.7	Additional Loan Parties; Additional Collateral	79
5.8	Insurance	79
5.9	Foreign Qualification	80
5.10	Use of Proceeds	80
5.11	Cash Management Systems	80
5.12	Maintenance of Properties	80
5.13	Conduct of Business	80

---

5.14	Compliance with Anti-Money Laundering Laws and Anti-Corruption Laws	80
5.15	Compliance with Sanctions	81
ARTICLE VI NEGATIVE COVENANTS OF THE PARENT
6.1	Debt	81
6.2	Liens	83
6.3	Investments	85
6.4	Negative Pledges	86
6.5	Dividends; Restricted Junior Debt Payments	87
6.6	Restriction on Fundamental Changes	88
6.7	Sale of Assets	88
6.8	Transactions with Affiliates	89
6.9	[Reserved]	89
6.10	Amendments or Waivers of Certain Documents; Actions Requiring the Consent of the Agent	89
6.11	[Reserved]	90
6.12	[Reserved]	90
6.13	Financial Covenants	90
6.14	Restrictive Agreements	90
6.15	Changes in Fiscal Year	91
ARTICLE VII EVENTS OF DEFAULT AND REMEDIES
7.1	Events of Default	91
7.2	Remedies	93
7.3	Application of Payments	95
ARTICLE VIII EXPENSES AND INDEMNITIES
8.1	Expenses	95
8.2	Indemnity	96
ARTICLE IX ASSIGNMENT AND PARTICIPATIONS
9.1	Assignments and Participations	97
9.2	Successors	100
9.3	ERISA	100
ARTICLE X THE AGENT; THE LENDER GROUP
10.1	Appointment and Authorization of the Agent	101
10.2	[Reserved]	103
10.3	Reports and Information	103
10.4	Setoff; Sharing of Payments	103
10.5	Payments by the Agent to the Lenders	104
10.6	Several Obligations; No Liability	105
10.7	Collateral Matters	105
10.8	Credit Bidding	106
10.9	Withholding Taxes	107
ARTICLE XI MISCELLANEOUS
11.1	No Waivers, Remedies	108
11.2	Waivers and Amendments	108
11.3	Notices	110

---

11.4	Release of Liens and Guarantees	110
11.5	Headings	111
11.6	Counterparts; Integration; Effectiveness; Electronic Execution	111
11.7	GOVERNING LAW	112
11.8	JURISDICTION AND VENUE	112
11.9	WAIVER OF TRIAL BY JURY	113
11.10	Independence of Covenants	113
11.11	Confidentiality	113
11.12	Complete Agreement	114
11.13	USA Patriot Act Notice	115
11.14	Interest Rate Limitation	115
11.15	Survival	115
11.16	Severability	115
11.17	No Fiduciary Duties	115
11.18	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	116
11.19	Acknowledgement Regarding Any Supported QFCs	116
ARTICLE XII GUARANTY
12.1	Guaranty of Payment	117
12.2	Obligations Unconditional	117
12.3	Modifications	119
12.4	Waiver of Rights	120
12.5	Reinstatement	120
12.6	Remedies	120
12.7	Limitation of Guaranty	120
12.8	Keepwell	120

---

EXHIBITS

 

Exhibit A-1	Form of Assignment and Acceptance
Exhibit A-2	Form of Promissory Note for Advances
Exhibit A-3	Form of Loan Party Joinder Agreement
Exhibit B	[Reserved]
Exhibit C	Form of Compliance Certificate
Exhibit D	[Reserved]
Exhibit E	Form of Perfection Certificate
Exhibit F	Form of Solvency Certificate
Exhibit R-1	Form of Request for Borrowing
Exhibit R-2	Form of Request for Conversion/Continuation
Exhibit S-1	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Exhibit S-2	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not
	Partnerships For U.S. Federal Income Tax Purposes)
Exhibit S-3	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
Exhibit S-4	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
SCHEDULES
Schedule A	Agent’s Account
Schedule C	Commitments of Lenders
Schedule 4.2	Subsidiaries
Schedule 6.1	Debt
Schedule 6.2	Liens
Schedule 6.3	Investments
Schedule 6.4	Negative Pledges
Schedule 6.7	Sale of Assets
Schedule 6.8	Transactions with Shareholders and Affiliates
Schedule 6.14	Restrictive Agreements
Schedule 11.3	Addresses and Information for Notices

 

 

---

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 1, 2024 (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 “Parent”), P10 INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (the “Borrower”) and the Guarantors (as defined below) party hereto from time to time.

WHEREAS, the Parent, the Borrower, the Lenders party thereto (the “Existing Lenders”) and the Agent are parties to that certain 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 “Original Credit Agreement”);

WHEREAS, the Borrower has requested that, upon satisfaction or waiver of the conditions precedent set forth in Article III, the Lenders extend credit to the Borrower on the Restatement Effective Date in the form of (a) Initial Term Loans in an aggregate principal amount of $325,000,000 and (b) Revolving Commitments in an aggregate principal amount of $175,000,000, in each case, pursuant to the terms of this Agreement;

WHEREAS, the proceeds of the Loans borrowed on the Restatement Effective Date will be used (i) to refinance the Borrower’s existing revolving credit facility and term loan facility under the Original Credit Agreement and permanently terminate all commitments in connection therewith and (ii) to finance the ongoing working capital needs and general corporate purposes of the Parent and its Subsidiaries, including, without limitation, to finance acquisitions otherwise permitted under this Agreement;

WHEREAS, in connection with the foregoing, the Borrower has requested that the Original Credit Agreement be amended and restated and the Agent and the Existing Lenders are willing to do so on the terms and conditions set forth herein;

NOW, THEREFORE, the parties hereto hereby agree as follows:

“ABR” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1.00% and (c)

---

the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1.00%; provided that for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the ABR due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the ABR is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14(b)), then the ABR shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the ABR as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.

“Acquisition” means any acquisition, directly or indirectly, by the Parent or any of its Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a majority of the Equity Interests of, or a business line or unit or a division of, any Person

“Acquisition-Related Incremental Commitments” has the meaning set forth in Section 2.18(b).

“Adjusted Term SOFR Rate” means the Term SOFR Rate, plus 0.10%; provided that if the Adjusted Term SOFR Rate shall be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of calculating such rate.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Agent.

“Advances” has the meaning set forth in Section 2.1(b).

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by,” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of that Person, whether through the ownership of voting securities, by contract, or otherwise.

“Agent” has the meaning set forth in the preamble to this Agreement.

“Agent Fee Letter” shall mean the Fee Letter dated as of the Restatement Effective Date, among the Parent and the Agent.

---

“Agent-Related Persons” means the Agent, together with its Affiliates and its and their respective officers, directors, employees, attorneys, and agents.

“Agent’s Account” means the Deposit Account of the Agent identified on Schedule A.

“Agreement” has the meaning provided in the introductory paragraph hereto.

“Ancillary Document” has the meaning set forth in Section 11.6(b).

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Parent and its applicable Subsidiaries from time to time concerning or relating to bribery or corruption.

“Anti-Money Laundering Laws” has the meaning set forth in Section 4.22(d).

“Applicable Commitment Fee Rate” means 0.40%.

“Applicable Lending Office” means, for each Lender, the office of such Lender (or of a branch or affiliate of such Lender) designated for its Loans in its Administrative Questionnaire or such other office of such Lender (or of an affiliate or branch of such Lender) as such Lender may from time to time specify to the Borrower as the office by which its Loans to the Borrower of the respective type are to be made and maintained.

“Applicable Margin” means, (a) 1.50%, in the case of Base Rate Loans and (b) 2.50%, in the case of Term SOFR Loans.

“Application Event” means the occurrence of (a) a failure by the Borrower to repay in full all of the Obligations (other than (i) contingent indemnification obligations for which no claim has been made and (ii) Obligations in respect of Letters of Credit that have been canceled, backstopped, expired or cash collateralized in accordance with the provisions of Section 2.8(a) hereof or to which other arrangements have been made, in each case, in a manner reasonably satisfactory to the Issuing Lender and the Agent) on the Maturity Date, or (b) an Event of Default and the election by the Agent or the Required Lenders to terminate the Commitments and accelerate the Loans.

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Approved Increase” has the meaning set forth in Section 2.18(a).

“Arrangers” means, collectively, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and Texas Capital Bank.

---

“Asset” means any interest of a Person in any kind of property or asset, whether real, personal, or mixed real and personal, or whether tangible or intangible.

“Assignee” has the meaning set forth in Section 9.1(a).

“Assignment and Acceptance” means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1.

“ASU 2016-02” has the meaning set forth in Section 1.3.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (f) of Section 2.14.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means Title 11 of the United States Code, as amended or supplemented from time to time, and any successor statute, and all of the rules and regulations issued or promulgated in connection therewith.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

---

“Base Rate Loan” means each portion of the Advances bearing interest based on the ABR.

“Benchmark” means initially, with respect to any Term Benchmark Loan, the Term SOFR Rate; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the Term SOFR Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 2.14.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Agent for the applicable Benchmark Replacement Date:

(1) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;

(2) the sum of: (a) the alternate benchmark rate that has been selected by the Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in Dollars at such time in the United States and (b) the related Benchmark Replacement Adjustment;

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(1) for purposes of clause (1) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Agent:

(a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;

(b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative

---

transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(2) for purposes of clause (2) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in Dollars at such time;

provided, that in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Agent in its reasonable discretion.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

---

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information

---

set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clause (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation (which certification shall be substantially similar in form and substance to the most recently published form of Certification Regarding Beneficial Owners of Legal Entity Customers by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association).

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means those certain equity incentive or ownership programs established by any Loan Party or any of its Subsidiaries in good faith to provide equity ownership or participation to Persons associated or affiliated with a Loan Party or any Affiliate thereof and not for the purpose of or in view of avoiding the obligations of the Borrower as set forth in this Agreement.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Borrower” has the meaning set forth in the preamble to this Agreement.

“Business Day” means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, in addition to the foregoing, a Business Day shall be any such day that is only a U.S. Government Securities Business Day in relation to Loans referencing the Adjusted Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such Loans referencing the Adjusted Term SOFR Rate.

“Capitalized Lease Obligations” means the aggregate amount which, in accordance with GAAP, is required to be reported as a liability on the balance sheet of Person at such time in respect of such Person’s interest as lessee under a capital lease.

“Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two

---

highest ratings obtainable from either Standard & Poor’s Rating Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), (c) commercial paper issued by any Person not an Affiliate of the Borrower maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit or bankers’ acceptances maturing within 1 year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000, (e) demand deposit accounts maintained with any bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000 and (f) Investments in money market funds at least 95% of the assets of which are invested in the types of assets described in clauses (a) through (e) above.

“Cash Management Agreement” means any agreement or arrangement governing Cash Management Obligations.

“Cash Management Obligations” means obligations in respect of cash management services (including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements), including obligations for the payment of fees, interest, charges, expenses and disbursements in connection therewith to the extent provided for in the documents evidencing such cash management services.

“CFC” means any Subsidiary of the Parent that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code.

“CFC Holdco” means any Subsidiary that has no material assets (whether directly or indirectly through disregarded entities) other than the equity (including, for this purpose, any debt or other instrument treated as equity for U.S. federal income tax purposes) of one or more CFCs.

“CFTC” means the U.S. Commodity Futures Trading Commission, any successor thereto and any analogous Governmental Authority.

“Change in Law” means (a) the adoption of any law, rule, regulation or treaty after the date of this Agreement, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or any Issuing Lender (or, for purposes of Section 2.13(b), by any lending office of such Lender or by such Lender’s or such Issuing Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. For the purposes hereof, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or any applicable national, foreign or regulatory authorities implementing the same, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted, issued or implemented.

---

“Change of Control” means the occurrence of any of the following: (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the date hereof) other than the Permitted Holders, of Equity Interests representing more than 35.0% of the aggregate voting power represented by the issued and outstanding Equity Interests of the Parent; (ii) the Borrower ceasing to be a Subsidiary of the Parent; or (iii) both Key Persons shall cease to be actively engaged in the day-to-day management of the Parent and its subsidiaries, unless successors or replacements for both Key Persons approved by the Required Lenders are appointed within 90 days from the time both such persons cease to be actively engaged in the day-to-day management of the Parent and its subsidiaries (it being understood that neither a Change of Control or an Unmatured Event of Default in respect thereof, shall be considered to have occurred during the pendency of such 90-day period).

“Charges” has the meaning set forth in Section 11.14.

“Class,” when used in reference to (i) any Loan, refers to whether such Loan is a Revolving Loan or Term Loan, (ii) any Advance, refers to whether such Advance is a Revolving Advance or Term Advance and (iii) any Lender, refers to whether such Lender is a Revolving Lender or a Term Lender.

“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“CME Term SOFR Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the CME Term SOFR Administrator from time to time.

“Code” means the Internal Revenue Code of 1986, as amended or supplemented from time to time.

“Collateral” means, collectively, all of the real, personal and mixed property (including any Securities) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.

“Collateral Documents” means the Pledge and Security Agreement, the Intellectual Property Security Agreements, each Control Agreement, and all other instruments, documents and agreements delivered by or on behalf of any Loan Party pursuant to this Agreement or any of the other Loan Documents in order to grant to, or perfect in favor of, the Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of that Loan Party as security for the Obligations.

“Commitment Fee” has the meaning set forth in Section 2.11(a).

“Commitments” means, collectively, the Revolving Commitments and the Term Loan Commitments.

---

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C delivered by the chief financial officer (or person with equivalent responsibilities) of the Parent to the Agent.

“Consolidated Adjusted EBITDA” means, for any period, an amount determined for the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP equal to:

(i) Consolidated Net Income, plus

(ii) without duplication, those amounts which, in the determination of Consolidated Net Income for such period, have been deducted, and not added back in determining Consolidated Net Income (except in respect of clause (h) below) for:

(a) Consolidated Interest Expense;

(b) provisions for taxes based on income;

(c) total depreciation expense;

(d) total amortization expense (including the amortization of any upfront fees payable in connection with the Loans);

(e) (x) any Transaction Costs and (y) any fees, costs, expenses or charges (including those relating to rationalization, legal, tax, accounting, structuring and transaction bonuses to employees, officers and directors) related to any actual, proposed or contemplated: (i) issuance or registration (actual or proposed) (including, for the avoidance of doubt, in secondary transactions) of Equity Interests, (ii) acquisition or other Investment, (iii) Disposition (including, for the avoidance of doubt, in secondary transactions), (iv) recapitalization, consolidation or restructuring or permitted reorganization, (v) issuance of any letter of credit, (vi) incurrence or registration (actual or proposed) of Debt (including a refinancing thereof) or (vii) any amendment, waiver, consent or other modification of any Debt or any Equity Interests, in the case of each of clauses (i) through (vii) of this clause (y), whether or not actually consummated, and, in each case, deducted (and not added back) in computing Consolidated Net Income;

(f) other non-cash charges reducing Consolidated Net Income (excluding any such non-cash charge to the extent that it represents an accrual or reserve for potential cash charge in any future period or amortization of a prepaid cash charge that was paid in a prior period);

(g) charges related to severance, lease terminations and employee relocations;

(h) the amount of cost savings, operating expense reductions, other operating improvements and cost synergies projected by the Parent in good faith to be realized within twelve (12) months after the date of any merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative; provided that (A) such amounts are reasonably identifiable, quantifiable, attributable to

---

the applicable transaction, event or initiative and based on assumptions believed by the Parent in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Agent, and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and cost synergies had been realized on the first day of such period (and during the entirety of such period), net of the amount of actual benefits realized during such period from such actions, (B) such amounts are projected by the Parent in good faith to be reasonably anticipated to be realizable from actions taken or committed to be taken within twelve (12) months of the date of such merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative and (C) the aggregate amount added to “Consolidated Adjusted EBITDA” pursuant to this clause (h), together with the aggregate amount of any pro forma adjustments and other amounts included in the calculation of “Consolidated Adjusted EBITDA” pursuant to Section 1.6(d), shall not cumulatively exceed 20% of “Consolidated Adjusted EBITDA” (calculated prior to giving effect to the amounts added pursuant to this clause (h) or Section 1.6(d));

(i) losses related to changes in respect of any acquisition-related contingent consideration liabilities (including earn-outs); minus

(iii) without duplication, those amounts which have been added in the determination of Consolidated Net Income for such period for:

(a) non-cash gains increasing Consolidated Net Income for such period (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for potential cash gain in any prior period); and

(b) gains related to changes in respect of any acquisition-related contingent consideration liabilities (including earn-outs).

“Consolidated Interest Expense” means, for any period, total interest expense (including that portion attributable to capital leases in accordance with GAAP and capitalized interest) of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, for any period, the net income (or loss) of the Parent, its Subsidiaries and all other entities the accounts of which are consolidated with those of the Borrower in the preparation of its consolidated financial statements for such period in conformity with GAAP, determined on a consolidated basis in accordance with GAAP for such period taken as a single accounting period; provided, that there shall be excluded from the calculation of Consolidated Net Income for such period, without duplication:

(a) the income (or loss) of any Person in which any other Person (other than the Parent or any Subsidiary) has an ownership interest, including any Variable Interest Entity, except to the extent of the amount of cash dividends or other cash distributions (or, in the case of non-cash distributions, to the extent converted into cash) actually paid by such Person to the Parent or any Subsidiary during such period;

(b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Parent or is merged into or consolidated with the Parent or any of its Subsidiaries or that Person’s assets are acquired by the Parent or any of its Subsidiaries;

---

(c) any gains (or losses) attributable to sales of Assets outside of the ordinary course of business, or returned surplus assets of any Pension Plan;

(d) the income (or loss) attributable to the early extinguishment of Debt;

(e) the income (or loss) from Investments recorded using the equity method of accounting; and

(f) all extraordinary, unusual or non-recurring gains, costs, charges, accruals, reserves or expenses.

“Consolidated Total Net Debt” means, as of any date of determination, (a) subject to Section 1.6, and without duplication, the aggregate amount of all Debt of the Parent and its Subsidiaries pursuant to clauses (a), (b), (c) (only to the extent outstanding and not contingent), (e), (f) and (to the extent relating to any of the foregoing clauses of the definition of “Debt”) (g) and (h) of the definition of “Debt,” in each case determined on a consolidated basis in accordance with GAAP, minus (b) up to $20,000,000 of cash and Cash Equivalents of the Loan Parties (excluding any cash and Cash Equivalents which are identified as “restricted” on a consolidated balance sheet of the Parent and its Subsidiaries as of such date (other than such cash and Cash Equivalents that are “restricted” in favor of the Agent)). Notwithstanding anything to the contrary, Consolidated Total Net Debt shall exclude all intercompany Debt owed among the Loan Parties and their Subsidiaries.

“Contractual Obligation” means, as applied to any Person, any material provision of any material indenture, mortgage, deed of trust, contract, undertaking, agreement, or other instrument to which that Person is a party or by which any of its Assets is subject.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Control Agreement” has the meaning set forth in Section 5.11.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

---

“Covered Party” has the meaning set forth in Section 11.19.

“Credit Facilities” means, collectively, the Revolving Credit Facility and the Term Loan Facility.

“Daily Balance” means, as of any date of determination and with respect to any Obligation, the amount of such Obligation owed at the end of such day.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Day prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the CME Term SOFR Administrator on the CME Term SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“Debt” means, with respect to any Person, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments, (c) all reimbursement or other obligations of such Person in respect of letters of credit (including contingent obligations in respect of undrawn letters of credit) and bankers acceptances, (d) all obligations in respect of Hedging Agreements, (e) all obligations of such Person to pay the deferred purchase price of Assets or services (exclusive of (i) trade payables that are due and payable in the ordinary and usual course of such Person’s business and (ii) any purchase price adjustment, deferred purchase price or earnout incurred in connection with an acquisition), (f) all Capitalized Lease Obligations of such Person, (g) all Debt of others secured by a Lien on any Asset owned by such Person, irrespective of whether such obligation or liability is assumed, to the extent of the lesser of such obligation or liability or the fair market value of such Asset, and (h) all Guarantees of such Person in respect of Debt of others.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any member of the Lender Group any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any member of the Lender Group in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within

---

three Business Days after request by any member of the Lender Group, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Person’s receipt of such certification in form and substance satisfactory to it and the Agent, (d) has become the subject of a Bankruptcy Event or (e) becomes the subject of a Bail-In Action.

“Defaulting Lender Rate” means (a) for the first three days from and after the date the relevant payment is due, the ABR, and (b) thereafter, the interest rate then applicable to Advances that are Base Rate Loans.

“Deposit Account” means any “deposit account” (as that term is defined in the UCC).

“Designated Account” means the deposit account of the Borrower (located within the United States) designated, in writing, and from time to time, by the Borrower to the Agent.

“Disposition” has the meaning set forth in Section 6.7. “Dispose” or “Disposed” have correlative meanings.

“Distribution” has the meaning set forth in Section 6.5(a).

“Dollars” or “$” means United States dollars.

“Domestic Subsidiary” means any Subsidiary of the Parent that is organized under the laws of the United States of America, any state thereof, or the District of Columbia.

“ECP Entity” means Enhanced Capital Partners, LLC, Enhanced Permanent Capital, LLC, and their respective Subsidiaries.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Transferee” means (a) a commercial bank organized under the laws of the United States, or any state thereof, (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and

---

Development or a political subdivision of any such county, (c) a finance company, insurance company, financial institution, or fund that is engaged in making, purchasing, or otherwise investing in commercial loans in the ordinary course of its business, (d) any Lender, (e) any Affiliate (other than individuals) of a Lender, and (f) any other Person approved by the Agent and, so long as no Event of Default under Section 7.1(a), 7.1(d) or 7.1(e) has occurred and is continuing, the Borrower (which approval of the Borrower and the Agent shall not be unreasonably withheld, delayed, or conditioned, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 10 Business Days after having received notice thereof); provided further that “Eligible Transferee” shall not in any event include (i) the Borrower or any of its Affiliates, (ii) a natural person, (iii) any holding company or investment vehicle for, or owned and operated for the primary benefit of, a natural person and/or family members or relatives of such person, or (iv) any trust for the primary benefit of a natural person and/or family members or relatives of such person, other than any entity referred to in the foregoing clause (iii) or (iv) that (x) has not been formed or established for the primary purpose of acquiring any Loans or Commitments under this Agreement, (y) is managed by a professional adviser (other than said natural person or family members or relatives of such person) having significant experience in the business of making or purchasing commercial loans, and (z) has assets of greater than $100,000,000 and a significant part of the business, activities or operations of which consist of making or purchasing (by assignment as principal), commercial loans and similar extensions of credit in the ordinary course.

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by, the Parent or any of its Subsidiaries or with respect to which the Parent or its Subsidiaries could have any contingent or direct liability (including as a result of their current or former affiliation with any of their respective ERISA Affiliates).

“Engagement Letter” shall mean the Engagement Letter dated as of June 26, 2024, among the Parent and JPMCB.

“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Laws” means any and all current or future foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (i) environmental matters, including those relating to any Hazardous Materials or (ii) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to the Parent or any of its Subsidiaries or any Facility.

---

“Equity Interests” means any and all shares, interests, participations or other equity interests or equivalents (however designated) of capital stock of a corporation, any right to receive income or payments in respect of any equity interests, and any and all equity interests or equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire or exchange any of the foregoing (including through convertible securities), but excluding (in each case prior to conversion or exchange into Equity Interests) any debt security that is convertible into or exchangeable for Equity Interests of such Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder and any successor thereto.

“ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of the Borrower or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of the Borrower or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of the Parent or such Subsidiary and with respect to liabilities arising after such period for which the Parent or such Subsidiary could be liable under the Code or ERISA.

“ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by the Parent, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to the Parent, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on the Parent, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of the Parent, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of

---

Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by the Parent, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in insolvency pursuant to Section 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or omission which could give rise to the imposition on the Parent, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against the Parent, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code; or (xi) the imposition of a Lien pursuant to Section 430(k) of the Code or ERISA or a violation of Section 436 of the Code.

“ESG” has the meaning set forth in Section 2.19(a).

“ESG Amendment” has the meaning set forth in Section 2.19(a).

“ESG Pricing Provisions” has the meaning set forth in Section 2.19(a).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” has the meaning set forth in Section 7.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended or supplemented from time to time, and any successor statute, and all of the rules and regulations issued or promulgated in connection therewith.

“Excluded Subsidiary” means (i) any Subsidiary to the extent that such Subsidiary is prohibited from providing a guarantee in respect of the Obligations by applicable law, rule or regulation or which would require Governmental Authorization, unless such Governmental Authorization has been received, (ii) any Subsidiary that is a CFC, (iii) any Subsidiary that is a CFC Holdco, (iv) any Subsidiary of any CFC, (v) any Subsidiary that is not wholly-owned (except in respect of any directors’ qualifying shares) directly or indirectly by the Parent (other than (x) the Borrower and (y) any other Subsidiary that is not so wholly-owned solely as a result of any ownership of Equity Interests in the Borrower by any Person that is not the Parent or a wholly-owned Subsidiary of the Parent), (vi) any Immaterial Subsidiary, (vii) any Variable Interest Entity, (viii) any Subsidiary for which the cost of providing a guarantee of the Obligations (including any adverse tax consequences) is excessive in relation to the value afforded to the Lenders thereby, as reasonably determined by the Parent and agreed to in writing by the Agent; (ix) Trident ECP Holdings LLC and (x) EC State Tax Credit Fund III, LLC; provided that, notwithstanding the foregoing, the Parent may elect for any Subsidiary that would

---

otherwise constitute an Excluded Subsidiary pursuant to the provisions of clauses (i) through (x) above to not constitute an Excluded Subsidiary, so long as the Parent shall comply with the requirements of Section 5.7 with respect thereto, and it is agreed such Subsidiary shall thereafter not constitute an Excluded Subsidiary or be released from its obligations under the Loan Documents solely on the basis that, prior to becoming a Guarantor, such Person constituted an Excluded Subsidiary; provided further that in no event shall the Borrower or any Subsidiary of the Parent that is a parent company of the Borrower (as of the Restatement Effective Date, P10 Holdings, Inc.) constitute an Excluded Subsidiary.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the CFTC (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

“Excluded Taxes” means, with respect to the Agent or any Lender, (a) taxes imposed on or measured by net income, branch profits or franchise Taxes imposed, in each case, (i) by a jurisdiction (or any political subdivision thereof) as a result of such recipient being organized or resident for tax purposes in such jurisdiction, or having its principal office located or, in the case of any Lender, its applicable lending office located in such jurisdiction or as a result of any other present or former connection between such recipient and the jurisdiction imposing such Tax (other than a connection arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document), (b) any branch profits Taxes imposed under Section 884(a) of the Code, or any similar Tax, imposed by any jurisdiction described in clause (a), (c) any U.S. federal withholding Tax that is imposed on amounts payable to such Lender pursuant to a law in effect at the time such Lender becomes a party to this Agreement (other than pursuant to a request by the Borrower under Section 11.2) or designates a new lending office, except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Section 2.23(d), (d) any Tax that is attributable to such Lender’s failure to comply with Section 2.23(e) or (f), and (e) any withholding taxes imposed under FATCA.

“Existing Lenders” has the meaning set forth in the preamble to this Agreement.

“Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by the Parent or any of its Subsidiaries or any of their respective predecessors or Affiliates.

---

“Family Member” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships).

“FATCA” shall mean Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above) and any intergovernmental agreement, treaty or convention among Governmental Authorities (and any related fiscal or regulatory legislation, rules or official administrative guidance) implementing the foregoing.

“FCPA” has the meaning set forth in Section 4.22(c).

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate; provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of calculating such rate.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any successor thereto.

“Fee Letter” means the Agent Fee Letter and any fee letter between the Parent and any member of the Lender Group (or any Affiliate of any member of the Lender Group) relating to this Agreement.

“Fee Paying Assets Under Management” shall be calculated on a basis consistent with the consolidated “fee paying assets under management” as set forth in the Parent’s Form 10-K dated with respect to the fiscal year ended December 31, 2023.

“Financial Covenants” means, collectively, the Leverage Covenant and the FPAUM Covenant.

“Financial Officer” of any Person shall mean the Chief Financial Officer, principal accounting officer, Treasurer, Assistant Treasurer or Controller of such Person or of the general partner of such Person.

“FINRA” means the Financial Industry Regulatory Authority.

“First Amendment” means that certain Increase Joinder and First Amendment to the Original Credit Agreement, dated as of August 25, 2022.

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such

---

Collateral is subject, other than any Lien permitted under Section 6.2, and is prior to any Lien that is expressly contemplated to have a junior priority to such Lien pursuant to Section 6.2.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate.

“Foreign Lender” means any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“FPAUM Covenant” has the meaning set forth in Section 6.13(b).

“Fund” means (i) any investment vehicle , including any investment fund, fund of one, feeder fund, fund of funds, parallel investment vehicle, alternative investment vehicle or co-investment vehicle, managed account or other investment arrangement that is managed, co-managed, serviced or co-serviced, directly or indirectly, by a Loan Party or any Subsidiary of a Loan Party, (ii) any entity that, upon the making of an Investment therein or upon the acquisition of the related management rights with respect thereto, would be a Fund under clause (i) of this definition or a Subsidiary of such a Fund (or a Subsidiary of a Person described in clause (v) below with respect to such a Fund), (iii) any entity that the Parent intends, in good faith, to cause to become a Fund under clause (i) of this definition or a Subsidiary of such a Fund (or a Subsidiary of a Person described in clause (v) below with respect to such a Fund) within a reasonable period of time; provided that if at any time the Parent no longer intends in good faith to cause such entity to become such a Fund or Subsidiary within a reasonable period of time, such entity shall no longer constitute a Fund, (iv) any holding vehicle or other entity (x) established (or acquired) in connection with the formation of a Fund or (y) the primary purpose of which is to receive funds or other assets to be invested in, or constituting investments in, a Fund, solely to the extent that (and for so long as) such entity conducts no other material business activities other than those related to a Fund or the receiving of funds or other assets to be invested in, making investments with such funds in or holding interests in, other Funds or using such funds to purchase assets substantially all of which would be contributed to a Fund; and (v) any entity established (or acquired) in connection with a Fund described under one of the prior clauses of this definition as the general partner, managing member or other similar role in connection with such Fund; provided if at any time any Person described above in any of clauses (i), (ii), (iii), (iv) or (v) of this definition receives any Management Fees owing to it (or if any Management Fees are payable, in whole or in part, to any such Person), such Person shall thereafter no longer be a Fund for all purposes under this Agreement and the other Loan Documents.

“Funding Date” means the date on which any Advance is made by the applicable Lenders.

“Funding Losses” has the meaning set forth in Section 2.6(b)(iii).

“GAAP” means generally accepted accounting principles in the United States in effect from time to time.

---

“Global Intercompany Note” means that certain Global Intercompany Note, dated as of the Original Closing Date, among the Loan Parties party thereto.

“Governing Documents” means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.

“Governmental Authority” means to any federal, state, local, or other governmental department, commission, board, bureau, agency, central bank, court, tribunal, or other instrumentality, domestic or foreign.

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Debt or other monetary obligation payable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Debt or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Debt or other obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount, as of any date of determination, of any Guarantee shall be the principal amount outstanding on such date of the Debt or other obligation guaranteed thereby (or, in the case of (i) any Guarantee the terms of which limit the monetary exposure of the guarantor or (ii) any Guarantee of an obligation that does not have a principal amount, the maximum monetary exposure as of such date of the guarantor under such Guarantee (as determined, in the case of clause (i), pursuant to such terms or, in the case of clause (ii), reasonably and in good faith by a Financial Officer of the Parent)). The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantors” means, collectively, the Parent and all direct and indirect Subsidiaries of the Parent, other than the Borrower and Excluded Subsidiaries, in existence on the Restatement Effective Date or which become a Loan Party pursuant to Section 5.7.

“Guaranty” means the guaranty provided for under Article XII of this Agreement.

“Hazardous Materials” means any chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment.

“Hedging Agreement” means any interest rate, foreign currency, commodity or equity swap, collar, cap, floor or forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates or currency, commodity or equity values

---

(including any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements), and any confirmation executed in connection with any such agreement or arrangement.

“Historical Financial Statements” means (A) the audited consolidated balance sheets and related consolidated statement of income, comprehensive income, stockholders’ equity and cash flows of the Parent, prepared in accordance with GAAP, for the fiscal year ended December 31, 2023; and (B) unaudited consolidated balance sheet and related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of the Parent, prepared in accordance with GAAP, for the fiscal quarter ended March 31, 2024.

“Holdout Lender” has the meaning set forth in Section 11.2.

“Immaterial Subsidiary” means any Subsidiary that is not a Material Subsidiary.

“Increase Effective Date” has the meaning set forth in Section 2.18(a).

“Increase Joinder” has the meaning set forth in Section 2.18(a).

“Incremental Term Lender” has the meaning assigned thereto in Section 2.1(a)(i).

“Incremental Loan Commitments” has the meaning assigned thereto in Section 2.18(a).

“Incremental Term Loans” has the meaning assigned thereto in Section 2.1(a)(i).

“Incremental Revolving Credit Commitments” has the meaning assigned thereto in Section 2.18(a).

“Incremental Term Loan Commitments” has the meaning assigned thereto in Section 2.18(a).

“Indemnified Liabilities” has the meaning set forth in Section 8.2(a).

“Indemnified Taxes” means all Taxes, other than Excluded Taxes, imposed on or with respect to any payment by or on account of any obligation of any Loan Party under any Loan Document.

“Indemnitee” has the meaning set forth in Section 8.2(a).

“Initial Term Lender” means a Lender with an Initial Term Loan Commitment or an outstanding Initial Term Loan.

“Initial Term Loan Commitment” means, with respect to each Initial Term Lender, the commitment of such Initial Term Lender to make Initial Term Loans hereunder. The amount of each Initial Term Lender’s Initial Term Loan Commitment as of the Restatement Effective Date is set forth on Schedule C. The aggregate amount of the Initial Term Loan Commitments as of the Restatement Effective Date was $325,000,000.

---

“Initial Term Loans” means the term loans made by the Initial Term Lenders to the Borrower on the Restatement Effective Date pursuant to Section 2.1(a).

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“Intellectual Property” has the meaning set forth in the Pledge and Security Agreement.

“Intellectual Property Asset” means, at the time of determination, any interest (fee, license or otherwise) then owned by any Loan Party in any Intellectual Property.

“Intellectual Property Security Agreements” has the meaning set forth in the Pledge and Security Agreement.

“Interest Payment Date” means, (i) in the case of Base Rate Loans, the first day of each fiscal quarter, (ii) with respect to a Loan that bears interest at a rate based on Daily Simple SOFR, (A) each date that is on the numerically corresponding day in each calendar month that is one month after the borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month) and (B) the Maturity Date and (iii) in the case of Term SOFR Loans, the last day of the applicable Interest Period; provided, however, that in the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period.

“Interest Period” means with respect to any Term Benchmark Advance, the period commencing on the date of such Advance and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment), as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Term Benchmark Advance only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period pertaining to a Term Benchmark Advance that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.14(e) shall be available for specification in such borrowing request. For purposes hereof, the date of an Advance initially shall be the date on which such Advance is made and, thereafter, shall be the effective date of the most recent conversion or continuation of such Advance.

“Investment” means, as applied to any Person, any direct or indirect purchase or other acquisition by that Person of, or beneficial interest in, stock, instruments, bonds, debentures

---

or other securities of any other Person, and any other Acquisition, and any direct or indirect loan, advance, or capital contribution by such Person to any other Person, including all indebtedness and accounts receivable due from that other Person that did not arise from sales or the rendition of services to that other Person in the ordinary course of such Person’s business (it being understood that accounts receivable in respect of Management Fees in the ordinary course of business do not constitute Investments), and deposit accounts (including certificates of deposit). For purposes of covenant compliance, except as otherwise expressly provided herein, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Issuing Lender” means, with respect to any Letter of Credit, JPMCB, or any other Lender that, at the request of the Borrower and with the consent of the Agent, agrees, in such Lender’s sole discretion, to become an Issuing Lender for the purpose of issuing Letters of Credit pursuant to Section 2.10. Any Issuing Lender may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Lender, in which case the term “Issuing Lender” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“JPMCB” has the meaning set forth in the preamble to this Agreement.

“Junior Debt” means (i) any Subordinated Debt and (ii) any Debt that is secured by a Lien that is junior to the Liens securing the Obligations.

“Key Persons” means any of Robert H. Alpert and C. Clark Webb and, in each case, any successor or other replacement to such person that has been approved in accordance with clause (ii) of the definition of Change of Control.

“KPIs” has the meaning set forth in Section 2.19(a).

“L/C Disbursement” means a payment made by any Issuing Lender to a beneficiary of a Letter of Credit pursuant to such Letter of Credit.

“LCA Election” has the meaning set forth in Section 1.7.

“LCA Test Date” has the meaning set forth in Section 1.7.

“Lender Counterparty” means the Agent, each Lender and each of their respective Affiliates counterparty to a Secured Hedging Agreement or a Secured Cash Management Agreement (including any Person who is the Agent or a Lender (or any Affiliate thereof) as of the Restatement Effective Date or at the time it enters into a Secured Hedging Agreement or a Secured Cash Management Agreement, but subsequently, whether before or after entering into a Secured Hedging Agreement or a Secured Cash Management Agreement, ceases to be the Agent

---

or a Lender, as the case may be); provided, at the time of entering into a Secured Hedging Agreement or a Secured Cash Management Agreement, no Lender Counterparty shall be a Defaulting Lender.

“Lender Group” means, individually and collectively, each of the Lenders (including each of the Issuing Lenders) and the Agent.

“Lender Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Lender-Related Party” has the meaning set forth in Section 8.2(c).

“Lender-Related Person” means, with respect to any Lender, such Lender, together with such Lender’s Affiliates and its and their respective officers, directors, employees, attorneys, and agents.

“Lenders” means, collectively, the Revolving Lenders and the Term Lenders.

“Letter of Credit” has the meaning set forth in Section 2.10(a).

“Letter of Credit Collateral Account” has the meaning set forth in Section 2.10(g).

“Letter of Credit Fee” has the meaning set forth in Section 2.3(h).

“Letter of Credit Usage” means, as of any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate amount of all L/C Disbursements in respect of such Letters of Credit that have not yet been reimbursed by or on behalf of the Borrower at such time.

“Leverage Covenant” has the meaning set forth in Section 6.13(a).

“Lien” means any lien, hypothecation, mortgage, pledge, assignment (including any assignment of rights to receive payments of money) for security, security interest, charge, or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest).

“Limited Condition Acquisition” means any Acquisition or similar Investment (including by means of a merger or consolidation) the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing or in connection with which any fee or expense would be payable by the Parent or its Subsidiaries to the seller or target in the event financing to consummate the acquisition is not obtained as contemplated by the definitive acquisition agreement.

“Limited Condition Acquisition Agreement” means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

“Loan” means a Revolving Advance or a Term Advance, as applicable, and “Loans” means all such Advances.

---

“Loan Documents” means this Agreement, the Restatement Agreement, the Letters of Credit, the Collateral Documents, the Global Intercompany Note and any and all other documents, agreements, or instruments that have been or are entered into by the Borrower or any Guarantor, on the one hand, and the Agent, on the other hand, in connection with the transactions contemplated by this Agreement.

“Loan Party” means the Borrower or any Guarantor, and “Loan Parties” means, collectively, jointly and severally, the Borrower and the Guarantors.

“Loan Party Joinder Agreement” shall mean a Loan Party Joinder Agreement executed by a new Loan Party and the Agent in substantially the form of Exhibit A-3 or such other form agreed to by the Borrower and the Agent.

“Management Agreement” means any management agreement, Governing Document or other agreement to which a Loan Party or any of its Subsidiaries is a party that provides for the payment of any Management Fees.

“Management Fee” means, with respect to any Fund or any other Person, any management, servicing, advisory, sub-advisory or administrative fee and any other similar (and regularly recurring) compensation paid by such Fund or other Person for the management, servicing, advisory, sub-advisory administration or similar function performed in connection with such Fund or other Person.

“Margin Stock” means “margin stock” as that term is defined in Regulation U of the Federal Reserve Board.

“Material Adverse Effect” means any material and adverse effect on: (i) the business, financial condition or results of operations of the Parent and its Subsidiaries, taken as a whole; (ii) the ability of any Loan Party to fully and timely perform its Obligations; (iii) the legality, validity, binding effect or enforceability against a Loan Party of a Loan Document to which it is a party; or (iv) the rights, remedies and benefits available to, or conferred upon, the Agent, any Lender or any Secured Party under any Loan Document.

“Material Domestic Subsidiary” means any Material Subsidiary that is a Domestic Subsidiary.

“Material Subsidiary” means each Subsidiary (a) the consolidated total assets of which equal 2.5% or more of the consolidated total assets of the Parent and its Subsidiaries or (b) the consolidated revenues of which equal 2.5% or more of the consolidated revenues of the Parent and its Subsidiaries, in each case as of the end of or for the most recent period of four consecutive fiscal quarters of the Parent for which financial statements have been delivered pursuant to Section 5.2(a) or 5.2(b) (or, prior to the first delivery of any such financial statements, as of the end of or for the period of four consecutive fiscal quarters of the Parent most recently ended prior to the date of this Agreement); provided that if, at the end of or for any such most recent period of four consecutive fiscal quarters, the combined consolidated total assets or combined consolidated revenues of all Subsidiaries that pursuant to the criteria set forth in clauses (a) and (b) above would not constitute Material Subsidiaries (not including any Subsidiary that has become a Guarantor or any Subsidiary that constitutes an Excluded

---

Subsidiary pursuant to another clause of the definition of “Excluded Subsidiary”) shall have exceeded 10% of the consolidated total assets of the Parent and its Subsidiaries or 10% of the consolidated revenues of the Parent and its Subsidiaries, respectively, then one or more of such excluded Subsidiaries shall for all purposes of this Agreement be designated by the Parent to be Material Subsidiaries, until such excess shall have been eliminated. For the avoidance of doubt, the Borrower shall at all times be deemed to be a Material Subsidiary.

“Maturity Date” means the earlier to occur of (a) four years after the Restatement Effective Date or (b) such earlier date on which the Loans shall become due and payable in accordance with the terms of this Agreement and the other Loan Documents.

“Maximum Incremental Facilities Amount” means $125,000,000.

“Maximum Rate” has the meaning set forth in Section 11.14.

“Moody’s” has the meaning set forth in the definition of “Cash Equivalents” hereto.

“Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA.

“Net Proceeds” means, with respect to any event, the cash proceeds received by the Parent or any Subsidiary in respect of such event net of (a) all Taxes paid (or reasonably estimated to be payable) by the Parent or any of its Subsidiaries to third parties in connection with such event and the amount of any reserves established by the Parent and its Subsidiaries to fund contingent liabilities reasonably estimated to be payable, that are directly attributable to such event (provided that any determination by the Parent that Taxes estimated to be payable are not payable and any reduction at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute the receipt by the Parent at such time of Net Proceeds in the amount of the estimated Taxes not payable or such reduction, as applicable), (b) all brokerage commissions and fees, attorneys’ fees, accountants’ fees, investment banking fees, underwriting discounts and other fees and out-of-pocket expenses (including survey costs, title insurance premiums and related search and recording charges) paid by the Parent or any of its Subsidiaries to third parties in connection with such event, (c) in the case of a Disposition of an Asset, (w) any funded escrow established pursuant to the documents evidencing any Disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such Disposition, (x) the amount of all payments that are permitted hereunder and are made by the Parent and its Subsidiaries (or to establish an escrow for the future repayment thereof) as a result of such event to repay Debt (other than Debt under the Loan Documents) secured by such Asset (solely to the extent such Asset is not Collateral) or otherwise subject to mandatory prepayment as a result of such event, (y) the pro rata portion of net cash proceeds thereof (calculated without regard to this clause (y)) attributable to minority interests and not available for distribution to or for the account of the Parent and its Subsidiaries as a result thereof and (z) the amount of any liabilities directly associated with such Asset and retained by the Parent or its Subsidiaries; provided that, with respect to any event described in clause (a) or clause (b) of the definition of “Prepayment Event,” no net cash proceeds calculated

---

in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such net cash proceeds shall exceed $10,000,000.

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day; provided, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for the purposes of calculating such rate.

“Obligations” means all loans (including the Advances), debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), premiums, liabilities, reimbursement obligations in respect of drawn Letters of Credit, contingent reimbursement obligations with respect to outstanding Letters of Credit, obligations (including indemnification obligations), fees (including the Letter of Credit Fee and the fees provided for in the Engagement Letter or any Fee Letter), charges, costs, expenses (including any portion thereof that accrues after the commencement of an Insolvency Proceeding, whether or not allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), lease payments, guaranties, covenants, and duties of any kind and description incurred and outstanding by the Parent or any of its Subsidiaries to the Lender Group or any Lender Counterparty pursuant to or evidenced by the Loan Documents, the Secured Hedging Agreements and/or the Secured Cash Management Agreements, as applicable, and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all expenses that the Borrower is required to pay or reimburse by the Loan Documents, the Secured Hedging Agreements and/or the Secured Cash Management Agreements, as applicable, by law, or otherwise. Any reference in this Agreement or in the other Loan Documents to the Obligations shall include all extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding; provided that “Obligations” with respect to any Guarantor shall exclude all Excluded Swap Obligations of such Guarantor.

“Original Closing Date” means December 22, 2021.

“Original Credit Agreement” has the meaning set forth in the preamble to this Agreement.

“Originating Lender” has the meaning set forth in Section 9.1(d). “Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are imposed with respect to an assignment (other than an assignment made pursuant to Section 11.2) and are as a result of any present or former connection between such recipient and the jurisdiction imposing such Tax (other than a connection arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under,

---

engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Parent” has the meaning set forth in the preamble to this Agreement.

“Participant” has the meaning set forth in Section 9.1(d).

“Participant Register” has the meaning set forth in Section 9.1(d).

“Payment” has the meaning assigned to such term in Section 10.5(b)(i).

“Payment Notice” has the meaning assigned to such term in Section 10.5(b)(ii).

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Code or Section 302 of ERISA.

“Perfection Certificate” means a certificate substantially in the form of Exhibit E, executed and delivered by each Loan Party.

“Permitted Acquisition” means any Acquisition; provided that (x) any Person or assets or division as acquired in accordance herewith shall be in the same business or lines of business in which the Parent and/or its Subsidiaries are engaged as of the Restatement Effective Date or similar, generally related or complementary businesses and (y) the consideration derived from the Parent or any Subsidiary expended on the acquisition of any Person that does not become a Guarantor (within the timeframe provided for in Section 5.7), or any Assets that are not held by the Borrower or a Guarantor (taking account of the timeframe provided for in Section 5.7) upon such acquisition, shall not exceed $25,000,000 in the aggregate since the Restatement Effective Date (other than additional amounts expended as permitted by another clause of the definition of Permitted Investments that is available for investments in Subsidiaries that are not Guarantors, with any such additional amount to be deemed to be a utilization of such clause as applicable).

“Permitted Holder Affiliated Entity” means, with respect to any Permitted Holder (including any other Permitted Holder Affiliated Entity) (a) such Person’s Family Members, (b) without duplication with any of the foregoing, the heirs, legatees, executors and/or administrators upon the death of any Person referred to in clause (a) and any other Person who was an Affiliate of such Person upon the death of such Person and who, upon such death, directly or indirectly owned Equity Interests in the Parent, (c) any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the Persons described in clause (a) or (b) above or any private foundation or fund that is controlled by any such Persons or any donor-advised fund of which any such Person is the donor and (d) any corporation, limited liability company,

---

partnership or other entity that is wholly-owned or managed by any one or more Persons described above in this definition.

“Permitted Holders” means (i) current, future and former bona fide employees, bona fide limited partners and bona fide senior management of the Parent or any of its Subsidiaries that, in each case, are holders as of the Restatement Effective Date of Class B common stock of the Parent representing at least 2.50% of the aggregate voting power represented by the issued and outstanding Equity Interests of the Parent, including, for the avoidance of doubt, C. Clark Webb and Robert H. Alpert and (ii) any Permitted Holder Affiliated Entity.

“Permitted Investments” means:

(a) Investments in cash and Cash Equivalents;

(b) Investments in negotiable instruments for collection;

(c) (i) advances made in connection with purchases of goods or services in the ordinary course of business and (ii) the origination and acquisition of tax credits and related assets, and loans and other extension of credit to customers and clients, by any Subsidiaries of the Borrower in the ordinary course of their business;

(d) any Investments to the extent that (i) the Distribution by the Parent of the cash, Cash Equivalents or other Assets used to fund such Investment or transfer would not have violated this Agreement, (ii) such Investment or such transfer would not otherwise result in an Event of Default or an Unmatured Event of Default, and (iii) after giving pro forma effect thereto, the Parent would be in compliance with Section 6.13;

(e) loans and advances to employees, partners or officers of any Loan Party or its Affiliates in the nature of travel advances, advances against salary and other similar advances in an aggregate outstanding amount at any one time not in excess of $5,000,000;

(f) other Investments existing or committed on the Restatement Effective Date which are (other than existing Investments in the Loan Parties and their Subsidiaries and Investments with an individual book value of less than $5,000,000) described in Schedule 6.3 hereof;

(g) deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with past practices of any Loan Party or any Subsidiary;

(h) Investments of any Loan Party or any Subsidiary under any Hedging Agreement not entered into for speculative purposes;

(i) existing Investments of Persons acquired to the extent such acquisition is otherwise permitted hereunder and so long as such Investment was not made in contemplation of such acquisition;

---

(j) Investments in the form of Letters of Credit issued on behalf of the Borrower to support the credit obligations of a Fund;

(k) Investments (i) comprising (x) general partnership, managing member, investment manager investment, advisor or sub-advisor or similar interests or (y) intercompany bridge or other short-term loans or similar obligations, in each case, held or made by a Loan Party or any of its Subsidiaries in Funds or (ii) made by any Loan Party or any Subsidiary for purposes of funding any general partner’s or Subsidiary’s obligations to co-invest in any Fund pursuant to such Fund’s limited partnership agreement or other Governing Documents;

(l) other Investments in an aggregate amount not to exceed $50,000,000 outstanding at any time;

(m) Investments to the extent made or funded with the proceeds from a substantially contemporaneous sale of Equity Interests of the Parent or its direct or indirect parents, or the consideration for which is paid in the form of such Equity Interests;

(n) Investments received or acquired in connection with a restructuring, reorganization, bankruptcy or workout of an existing Investment;

(o) Investments received or acquired in connection with a liquidation of a Fund;

(p) Investments made in order to pay compensation of employees and other personnel and other ongoing operating expenses;

(q) Permitted Acquisitions;

(r) to the extent constituting Investments, Debt permitted pursuant to Section 6.1; and

(s) Investments (i) by any Loan Party in any other Loan Party or, in an aggregate amount outstanding at any time not to exceed $10,000,000, in any Subsidiary that is not a Loan Party, (ii) by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party, (iii) by any Subsidiary that is not a Loan Party in a Loan Party and (iv) in any Variable Interest Entity in an aggregate amount outstanding at any time not to exceed $25,000,000.

“Permitted Liens” means:

(a) Liens for Taxes, the payment of which is not, at such time, required by Section 5.4 hereof;

(b) judgment liens (and pledges and deposits securing obligations in respect of surety and appeal bonds and similar instruments) in respect of judgments that do not constitute an Event of Default under Section 7.01(h)

---

(c) (i) customary Liens (x) relating to the establishment of custody, depository, brokerage and clearing accounts and services and other cash management relationships in the ordinary course of business of the Parent or any Subsidiary thereof or (y) relating to pooled deposit or sweep accounts (including, without limitation, Liens on deposit accounts subject to cash pooling arrangements in favor of the financial institutions providing such cash pooling arrangements) of the Parent or any Subsidiary thereof to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent and its Subsidiaries and (ii) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, bankers’ rights of set-off or similar rights;

(d) Liens and deposits in connection with workers’ compensation, unemployment insurance, social security and other legislation affecting any Loan Party and its Subsidiaries; and

(e) Liens arising by operation of law in favor of carriers, warehousemen, landlords, mechanics, materialmen, laborers or employees for sums that are not yet delinquent or are being contested in good faith.

“Person” means and includes natural persons, corporations, partnerships, limited liability companies, joint ventures, associations, companies, business trusts, or other organizations, irrespective of whether they are legal entities.

“Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan.”

“Pledge and Security Agreement” means the Pledge and Security Agreement, dated as of the Original Closing Date), among the Borrower, each Guarantor and the Agent (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“Prepayment Event” means:

(a) any Disposition of any asset of the Parent or any Subsidiary outside of the ordinary course of business, including any sale or issuance to a Person other than the Parent or any Subsidiary of Equity Interests in any Subsidiary, other than Dispositions described in clause (b) through (j) of Section 6.7;

(b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any asset of the Parent or any Subsidiary; or

(c) the incurrence by the Parent or any Subsidiary of any Debt, other than any Debt permitted to be incurred by Section 6.1.

---

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Agent) or any similar release by the Federal Reserve Board (as determined by the Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Pro Rata Share” means, as of any date of determination:

(a) with respect to a Revolving Lender’s obligation to make Revolving Advances and receive payments of principal, interest, fees, costs, and expenses with respect thereto, (i) prior to the Revolving Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Revolving Lender’s Revolving Commitment, by (z) the aggregate Revolving Commitments of all Revolving Lenders, and (ii) from and after the time that the Revolving Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the aggregate outstanding principal amount of such Revolving Lender’s Revolving Advances by (z) the aggregate outstanding principal amount of all Revolving Advances,

(b) with respect to a Term Lender’s obligation to make Term Advances and receive payments of principal, interest, fees, costs, and expenses with respect thereto, (i) prior to the Term Loan Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Term Lender’s Term Loan Commitment, by (z) the aggregate Term Loan Commitments of all Term Lenders, and (ii) from and after the time that the Term Loan Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the aggregate outstanding principal amount of such Term Lender’s Term Advances by (z) the aggregate outstanding principal amount of all Term Advances, and

(c) with respect to all other matters as to a particular Lender (including the indemnification obligations arising under Section 10.6), (i) prior to the Commitments (or the Commitments of any Class, as applicable) being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Commitment (or Commitment of such Class, as applicable), by (z) the aggregate amount of Commitments of all Lenders (or all Lenders of such Class, as applicable), and (ii) from and after the time that the Commitments (or the Commitments of any Class, as applicable) have been terminated or reduced to zero, the percentage obtained by dividing (y) the outstanding principal amount of such Lender’s Advances (or Advances under such Class, as applicable), by (z) the outstanding principal amount of all Advances (or Advances under such Class, as applicable); provided, however, that if all of the Revolving Advances have been repaid in full and Letters of Credit remain outstanding, as applicable, Pro Rata Share under this clause (c) shall be determined based upon subclause (i) of this clause (c) as if the Revolving Commitments had not been terminated or reduced to zero and based upon the applicable Revolving Commitments as they existed immediately prior to their termination or reduction to zero.

---

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Purchase Money Debt” means Debt (other than the Obligations, but including Capitalized Lease Obligations), incurred at the time of, or within 45 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof.

“QFC Credit Support” has the meaning set forth in Section 11.19.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or that otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two Business Days preceding the date of such setting, (2) if such Benchmark is not the Term SOFR Rate, the time determined by the Agent in its reasonable discretion.

“Refinancing” means the repayment of all amounts outstanding under, and termination of, the Original Credit Agreement.

“Refinancing Debt” means, in respect of any Debt (the “Original Debt”), any Debt that extends, renews, replaces or refinances such Original Debt (or any Refinancing Debt in respect thereof); provided that (a) the principal amount (or accreted value, if applicable) of such Refinancing Debt shall not exceed the principal amount (or accreted value, if applicable) of such Original Debt except by an amount no greater than accrued and unpaid interest with respect to such Original Debt and any fees, premium and expenses relating to such extension, renewal, replacement or refinancing; (b) the stated final maturity and the weighted average life to maturity of such Refinancing Debt shall not be earlier or shorter, respectively, than that of such Original Debt; (c) such Refinancing Debt shall not constitute an obligation (including pursuant to a Guarantee) of the Parent or any Subsidiary, in each case that shall not have been (or shall not have been required to become pursuant to the terms of the Original Debt) an obligor in respect of such Original Debt, and shall not constitute an obligation of the Borrower if the Borrower shall not have been an obligor in respect of such Original Debt; (d) if such Original Debt shall have been subordinated to the Obligations, such Refinancing Debt shall also be subordinated to the Obligations on terms not less favorable in any material respect to the Lenders (as determined in good faith by the Parent); (e) such Refinancing Debt shall not be secured by any Lien on any asset other than the assets that secured such Original Debt (or would have been required to secure such Original Debt pursuant to the terms thereof) or, in the event Liens securing such Original Debt shall have been contractually subordinated to any Lien securing the Obligations, by any Lien that shall not have been contractually subordinated to at least the same extent (as determined in good faith by the Parent); and (f) the proceeds of such Refinancing Debt are promptly, subject to any advance notice requirements for the relevant prepayment, repurchase or

---

redemption and other logistical considerations as determined in good faith by the Parent, applied to refinance, repurchase or redeem such Original Debt.

“Register” has the meaning set forth in Section 9.1(a).

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents, partners, trustees, administrators and advisors of such Person and such Person’s Affiliates.

“Relevant Governmental Body” means the Federal Reserve Board, the CME Term SOFR Administrator and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.

“Replacement Lender” has the meaning set forth in Section 11.2.

“Report” has the meaning set forth in Section 10.3(a).

“Request for Borrowing” means an irrevocable written notice to the Agent of the Borrower’s request for an Advance or for the issuance of a Letter of Credit, which notice shall be substantially in the form of Exhibit R-1 attached hereto.

“Request for Conversion/Continuation” means an irrevocable written notice to the Agent pursuant to the terms of Section 2.7, substantially in the form of Exhibit R-2 attached hereto.

“Required Lenders” means, at any time, Lenders whose aggregate Pro Rata Shares (calculated under clause (c) of the definition of “Pro Rata Share”) exceed 50.0%; provided, when used in reference to any particular Class, “Required Lenders” shall mean the Lenders whose aggregate Pro Rata Shares (calculated under clause (c) of the definition of “Pro Rata Share”) of such Class exceed 50.0% of such Class; provided, that, at any time there are two (2) or fewer Lenders (who are not Affiliates of one another), then “Required Lenders” means all Lenders; provided further that the Commitments or Loans, as applicable, held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” means, at any time, Revolving Lenders whose aggregate Pro Rata Shares (calculated under clause (a) of the definition of “Pro Rata Share”) exceed 50.0%; provided that the Revolving Commitments or Revolving Advances, as applicable, held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the president, chief executive officer, chief operating officer, chief financial officer, treasurer, secretary, assistant secretary, general counsel, vice president, manager, or controller of a Person (or, in the case of a limited partnership, its general partner), or such other officer of such Person designated by a Responsible Officer in a

---

writing delivered to the Agent, in each case, to the extent that any such officer is authorized to bind the Borrower or the applicable Guarantor (as applicable).

“Restatement Agreement” means the Restatement Agreement, dated as of the Restatement Effective Date, by and among the Borrower, the Parent, the other Guarantors party thereto, the Agent and the Lenders party thereto.

“Restatement Effective Date” has the meaning assignment to such term in the Restatement Agreement.

“Restricted Junior Debt Payment” means any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect any Junior Debt.

“Revolving Advances” has the meaning set forth in Section 2.1(b)(i)(A).

“Revolving Availability” means, as of any date of determination, the amount that the Borrower is entitled to borrow as Revolving Advances hereunder (after giving effect to all then outstanding Revolving Advances).

“Revolving Commitment” means, with respect to each Revolving Lender, its commitment to make Revolving Advances, and, with respect to all Revolving Lenders, their commitments in respect of the Revolving Credit Facility, in each case in the maximum aggregate amount as set forth beside such Revolving Lender’s name under the applicable heading on Schedule C, beside such Revolving Lender’s name under the applicable heading in the applicable Increase Joinder, or in the Assignment and Acceptance pursuant to which such Revolving Lender became a Revolving Lender hereunder, as such amounts may be (a) reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 9.1, and (b) increased from time to time pursuant to Section 2.18. The aggregate amount of the Revolving Commitments as of the Restatement Effective Date was $175,000,000.

“Revolving Lender” means the Persons listed on Schedule C as having a Revolving Commitment and any other Person that becomes a party hereto pursuant to an Assignment and Acceptance that provides for such Person to assume any Revolving Commitments and/or acquires any Revolving Loans (other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance or otherwise in accordance with the terms hereof).

“Revolving Loan” means a Revolving Advance made by the Revolving Lenders (or the Agent on behalf thereof) to the Borrower pursuant to Section 2.1(b), and “Revolving Loans” means all such Revolving Advances.

“Revolving Credit Facility” means the revolving credit facility described in Section 2.1(b).

“Revolving Credit Facility Usage” means, at the time any determination thereof is to be made, the aggregate principal amount of the outstanding Revolving Advances at such time.

---

“Revolving Post-Increase Lenders” has the meaning set forth in Section 2.18(d).

“Revolving Pre-Increase Lenders” has the meaning set forth in Section 2.18(d).

“S&P” has the meaning set forth in the definition of “Cash Equivalents”.

“Sanctioned Country” means, at any time, a country, region or territory which is the subject or target of any Sanctions.

“Sanctioned Person” means, at any time, any Person that is a target of Sanctions, including (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union, any EU member state, the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, or (c) any Person owned or controlled by any such Person.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any EU member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“SEC” means the Securities and Exchange Commission of the United States or any successor thereto.

“Second Amendment” means that certain Second Amendment to the Original Credit Agreement, dated as of October 13, 2022.

“Secured Cash Management Agreement” means a Cash Management Agreement entered into by the Borrower or any Guarantor with a Lender Counterparty that is designated as a Secured Cash Management Agreement by the Borrower in a written notice executed and delivered to the Agent.

“Secured Hedging Agreement” means a Hedging Agreement entered into by the Borrower or any Guarantor with a Lender Counterparty that is designated as a Secured Hedging Agreement by the Parent in a written notice executed and delivered to the Agent.

“Secured Parties” has the meaning set forth in the Pledge and Security Agreement.

“Securities” means the capital stock, membership interests, partnership interests (whether limited or general) or other securities or equity interests of any kind of a Person, all warrants, options, convertible securities, and other interests which may be exercised in respect of, converted into or otherwise relate to such Person’s capital stock, membership interests, partnership interests (whether limited or general) or other equity interests and any other securities, including debt securities of such Person.

---

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Seller Notes” means all “notes payable to sellers” included in the Parent’s consolidated financial statements.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the CME Term SOFR Administrator.

“SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.

“Solvent” means, with respect to the Parent and its Subsidiaries, on a consolidated basis, that as of the date of determination, (i) the fair value of the assets of the Parent and its Subsidiaries, on a consolidated basis, will exceed their debts and liabilities, on a consolidated basis, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Parent and its Subsidiaries, on a consolidated basis, will be greater than the amount that will be required to pay the probable liabilities on their debts and other liabilities, on a consolidated basis, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Parent and its Subsidiaries, on a consolidated basis, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Parent and its Subsidiaries, on a consolidated basis, are not engaged in and are not about to engage in business for which they will have unreasonably small capital. In computing the amount of the contingent liabilities of the Parent and its Subsidiaries as of such date, such liabilities have been computed at the amount that, in light of all the known facts and circumstances existing as of such date, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Transaction” means any Permitted Acquisition or other Investment that results in a Person becoming a Subsidiary of the Parent, any Disposition that results in a Subsidiary ceasing to be a Subsidiary of the Parent, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of, or all or substantially all of the Equity Interests of, another Person or any Disposition of a business unit, line of business or division of the Parent or a Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise, or any incurrence or repayment of Debt (other than Debt incurred or repaid (x) under any revolving credit facility or line of credit or (y) otherwise in the ordinary course of business or in accordance with the amortization terms thereof and not in connection with the relevant transaction or event being tested under the covenants in this Agreement), Distribution or Approved Increase that by the terms of this Agreement requires such test to be calculated on a pro forma basis or after giving pro forma effect.

“Subordinated Debt” means the Seller Notes and any other Debt of the Parent or a Subsidiary, the payment of principal and interest of which and other obligations of the Parent or such Subsidiary in respect thereof are subordinated to the prior payment in full of the Obligations on terms and conditions reasonably satisfactory to the Agent.

---

“Subsidiary” means, with respect to any Person (a) any corporation in which such Person, directly or indirectly through its Subsidiaries, owns, on a fully diluted basis, more than 50.0% of the Equity Interests of any class or classes having by the terms thereof the ordinary voting power to elect a majority of the directors of such corporation, and (b) any partnership, association, joint venture, limited liability company, or other entity in which such Person, directly or indirectly through its Subsidiaries, owns, on a fully diluted basis, more than 50.0% of the Equity Interests having ordinary voting power (or in the case of a partnership, more than 50.0% of the general partnership interests) at the time; provided, however, that for all purposes of the Loan Documents, no Fund or Subsidiary of a Fund, and no ECP Entity, shall be deemed to be a Subsidiary of a Loan Party. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Parent. “Supported QFC” has the meaning set forth in Section 11.19.

“Sustainability Assurance Provider” has the meaning set forth in Section 2.19(a).

“Sustainability Linked Loan Principles” means the Sustainability Linked Loan Principles as most recently published by the Loan Market Association and Loan Syndications & Trading Association.

“Sustainability Structuring Agent” means J.P. Morgan Securities LLC, in its capacity as the sustainability structuring agent.

“Sustainability Structuring Agent Related Persons” means the Sustainability Structuring Agent, together with its Affiliates and its and their respective officers, directors, employees, attorneys, and agents.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, assessments, fees, charges or withholdings (including backup withholding) imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Advances” has the meaning set forth in Section 2.1(a)(i).

“Term Benchmark” when used in reference to any Term Loan or borrowing, refers to whether such Term Loan, or the Term Loans comprising such borrowing, are bearing interest at a rate determined by reference to the Adjusted Term SOFR Rate, or the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced the Adjusted Term SOFR Rate or such other prior benchmark rate.

“Term Lender” means the Initial Term Lenders and any other Person that becomes a party hereto pursuant to an Assignment and Acceptance that provides for such Person to assume any Term Loan Commitments and/or acquire any Term Loans (other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance or otherwise in accordance with the terms hereof).

“Term Loan Commitment” means, collectively the Initial Term Loan Commitments and the Incremental Term Loan Commitments.

“Term Loan Facility” means the Term Loan Commitments and the Term Loans made pursuant thereto.

---

“Term Loan Repayment Amount” has the meaning set forth in Section 2.20(a).

“Term Loan Repayment Date” has the meaning set forth in Section 2.20(a).

“Term Loans” means the Initial Term Loans, and, if applicable, all Incremental Term Loans, and “Term Loan” means any of such Term Loans.

“Term SOFR” means, with respect to any Term SOFR Advance for any Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two business days prior to the commencement of such Interest Period, as such rate is published by the CME Term SOFR Administrator.

“Term SOFR Determination Day” has the meaning assigned to it under the definition of “Term SOFR Reference Rate”.

“Term SOFR Loan” means a Loan bearing interest based upon the Adjusted Term SOFR Rate.

“Term SOFR Rate” means, with respect to any Term SOFR borrowing for any Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two business days prior to the commencement of such Interest Period, as such rate is published by the CME Term SOFR Administrator.

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Advance and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on the fifth (5th) U.S. Government Securities Business Day immediately following any Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Day.

“Term SOFR Tranche” means, at a given time, outstanding Term SOFR Loans of the same Class which have the same Interest Period.

“Total Commitment” means, with respect to each Lender, (x) its Revolving Commitment and, with respect to all Lenders, the sum of their Revolving Commitments and (y) its Term Loan Commitment and, with respect to all Lenders, the sum of their Term Loan Commitments, in each case in the maximum aggregate amounts as are set forth beside such Lender’s name under the applicable heading on Schedule C attached hereto, beside such Lender’s name under the applicable heading in the applicable Increase Joinder, or on the signature page of the Assignment and Acceptance pursuant to which such Lender became a Lender under this Agreement, as such amounts may be (1) reduced or increased from time to

---

time pursuant to assignments made in accordance with the provisions of Section 9.1, and (2) increased from time to time pursuant to Section 2.18.

“Total Net Leverage Ratio” means, with respect to the most recently ended four fiscal quarter period of the Parent with respect to which financial statements have been, or were required to have been, delivered pursuant to Section 5.2(a) or (b), the ratio of (a) Consolidated Total Net Debt as of the last day of such period to (b) Consolidated Adjusted EBITDA for such period.

“Transaction Costs” means the fees, costs and expenses payable by the Parent or any of its Subsidiaries (including any upfront fees on the Loans) on or before the Restatement Effective Date in connection with the Transactions.

“Transactions” means, collectively, the funding of the Loans on the Restatement Effective Date, the Refinancing and the payment of the Transaction Costs.

“Type,” when used in reference to any Loan or borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such borrowing, is determined by reference to the applicable Term SOFR Rate or the ABR.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if by reason of mandatory provisions of law, perfection, or the effect of perfection or non-perfection or the priority of a security interest in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or priority or availability of such remedy, as the case may be.

“UK Bribery Act” has the meaning set forth in Section 4.22(c).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“United States” means the United States of America.

“Unmatured Event of Default” means an event, act, or occurrence which, with the giving of notice or the passage of time, would become an Event of Default.

---

“USA Patriot Act” has the meaning set forth in Section 11.13.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Special Resolution Regimes” has the meaning set forth in Section 11.19.

“Variable Interest Entities” means, collectively:

(i) the ECP Entities; and

(ii) any other entity (other than a Subsidiary of the Parent) in which the Parent directly or indirectly owns any Equity Interests issued by such entity, and that is designated by the Parent in good faith as a “Variable Interest Entity” pursuant to a written notice delivered to the Agent;

in each case of clauses (i) and (ii) above, solely to the extent (A) the relevant Person is directly or indirectly controlled by the Parent, (B) the Parent or any of its wholly-owned Subsidiaries is the primary beneficiary of such Person and (C) such Person is consolidated in the financial statements of the Parent and its consolidated Subsidiaries for the relevant period.

“Westech” means Westech Investment Advisors LLC, a California limited liability company.

“Westech Acquisition” means the acquisition of Westech by P10 Intermediate Holdings LLC pursuant to the Acquisition Agreement as such term is defined in the First Amendment.

“Westech Assumed Lien” has the meaning set forth in Section 6.2(h)(y).

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

Neither the Agent, the Lenders, any Issuing Lender, any Agent-Related Person, any Sustainability Structuring Agent Related Person nor any Lender-Related Person, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by an Issuing Lender or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in clause (e) above), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such Issuing Lender; provided that the foregoing shall not be construed to excuse such Issuing Lender from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Lender’s gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that:

---

---

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining, converting to, or continuing any Term SOFR Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Lender of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or such Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.

---

---

---

---

---

---

---

---

---

If (a) a Bankruptcy Event or Bail-In Action with respect to any Lender Parent shall occur following the Restatement Effective Date and for so long as such event shall continue or (b) an Issuing Lender has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, such Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, or an Issuing Lender shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Lender to defease any risk to it in respect of such Revolving Lender hereunder.

In the event that the Agent, the Borrower, and such Issuing Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Letter of Credit Usage of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Total Commitment, and on such date such Lender shall purchase at par such of the Loans of the other Lenders under the relevant Class as the Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Pro Rata Share of such Class.

---

---

Without limiting the generality of the foregoing:

(1) Each Foreign Lender shall, to the extent it is legally eligible to do so, deliver to the Borrower and the Agent on or prior to the date on which such Foreign Lender becomes a Lender under any Loan Document (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), two duly executed original copies of whichever of the following is applicable: (i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party, IRS Form W-8BEN or Form W-8BEN-E (or any subsequent versions thereof or successors thereto) establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to such tax treaty, (ii) Internal Revenue Service Form W-8ECI (or any subsequent versions thereof or successors thereto), (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 871(h) or 881(c) of the Code, (x) a certificate substantially in the form of Exhibit S-1 (a “U.S. Tax Compliance Certificate”) and (y) Internal Revenue Service Form W-8BEN or Form W-8BEN-E (or any subsequent versions thereof or successors thereto), (iv) to the extent such Lender is not the beneficial owner (for example, where the Lender is a partnership or a participating Lender), Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit S-2 or Exhibit S-3, and/or other certification documents from each beneficial owner, as applicable; provided that if the applicable Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit S-4 on behalf of such direct or indirect partner(s); or (v) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; and

(2) any Lender that is not a Foreign Lender shall deliver to the Borrower and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter as prescribed by applicable law or upon the request of the Borrower or the Agent), a duly executed and properly completed copy of Internal Revenue Service Form W-9 certifying that it is not subject to U.S. federal backup withholding.

Notwithstanding any other provision of this Section 2.23(e), a Lender shall not be required to deliver any documentation pursuant to this Section 2.23(e) or Section 2.23(f) that such Lender is not legally eligible to deliver.

Each Lender authorizes the Agent to deliver to the Borrower and to any successor Agent any documentation provided by the Lender to the Agent pursuant to this Section 2.23(e) or Section 2.23(f).

---

(h) Each party’s rights and obligations under this Section 2.23 shall survive the resignation or replacement of the Agent or any transfer of rights or Obligations by, or the replacement of, a Lender or an Issuing Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

(i) For the avoidance of doubt, for purposes of this Section 2.23, the term “Lender” includes any Issuing Lender.

---

---

---

The Parent makes the following representations and warranties which shall be true, correct, and complete in all material respects as of the Restatement Effective Date, at and as of the date of each Loan, and at and as of the date of each issuance of, renewal of, or amendment to any Letter of Credit (other than technical amendments to any Letter of Credit that do not

---

change the maturity date thereof, the face amount thereof, the amount of any fees or other charges with respect thereto, or any other material term set forth therein), as though made on and as of the date of the making of such Loan or at and as of the date of such issuance of, renewal of, or amendment to any Letter of Credit (other than technical amendments to any Letter of Credit that do not change the maturity date thereof, the face amount thereof, the amount of any fees or other charges with respect thereto, or any other material term set forth therein) (provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates) and such representations and warranties shall survive the execution and delivery of this Agreement and the making of the Loans and the issuance of the Letters of Credit:

---

---

---

---

---

---

---

---

The Parent covenants and agrees that, so long as any portion of the Commitments under this Agreement shall be in effect and until payment, in full, of the Loans, with interest accrued and unpaid thereon, all other Obligations (other than (i) contingent indemnification obligations for which no claim has been made and (ii) Obligations in respect of Letters of Credit that have been cancelled, backstopped, expired or cash collateralized in accordance with the provisions of Section 2.8(a) hereof, or to which other arrangements have been made, in each case, in a manner reasonably satisfactory to the Issuing Lender and the Agent) and all other amounts due hereunder, and the Parent will do, and (except in the case of the covenants set forth in Sections 5.2(a), (b), (c), (d) and (e) which covenants shall be performed by the Parent) will cause its Subsidiaries to do, each and all of the following:

---

---

---

---

---

---

The Parent covenants and agrees that, so long as any portion of the Commitments under this Agreement shall be in effect and until payment, in full, of the Loans, with interest accrued and unpaid thereon, all other Obligations (other than (i) contingent indemnification obligations for which no claim has been made and (ii) Obligations in respect of Letters of Credit that have been cancelled, backstopped, expired or cash collateralized in accordance with the provisions of Section 2.8(a) hereof, or to which other arrangements have been made, in each case, in a manner reasonably satisfactory to the Issuing Lender and the Agent) and all other amounts due hereunder, the Parent will not do, and will not permit any Subsidiary to do, any of the following:

---

---

---

---

---

---

---

Notwithstanding the foregoing provisions of this Section:

---

---

---

---

---

---

---

Upon acceleration, the Agent (without notice to or demand upon the Borrower, which are expressly waived by the Borrower to the fullest extent permitted by law), shall be entitled to proceed to protect, exercise, and enforce the Lender Group’s rights and remedies hereunder or under the other Loan Documents (including, without limitation, enforcing any and all Liens and security interests created pursuant to the Collateral Documents), or any other rights and remedies as are provided by law or equity. The Agent may determine, in its sole discretion, the order and manner in which the Lender Group’s rights and remedies are to be exercised. All payments received by the Agent shall be applied in accordance with Section 2.3(d)(i).

In addition to any other rights and remedies granted to the Agent and the other Secured Parties in the Loan Documents, the Agent on behalf of the Secured Parties may exercise all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by the Parent on behalf of itself and its Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Agent or any Secured Party or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by the Parent on behalf of itself and its Subsidiaries. The Parent further agrees on behalf of itself and its Subsidiaries, at the Agent’s

---

request, to assemble the Collateral and make it available to the Agent at places which the Agent shall reasonably select, whether at the premises of the Parent, another Loan Party or elsewhere. The Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.2, after deducting all reasonable and documented costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any other way relating to the Collateral or the rights of the Agent and the Secured Parties hereunder, including reasonable and documented attorneys’ fees and disbursements, to the payment in whole or in part of the obligations of the Loan Parties under the Loan Documents, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the UCC, need the Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable law, the Parent on behalf of itself and its Subsidiaries waives all claims, damages and demands it may acquire against the Agent or any Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other Disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other Disposition.

---

---

---

---

---

---

---

---

The bank serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Parent or any Subsidiary or other Affiliate thereof as if it were not the Agent hereunder.

The Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Unmatured Event of Default or Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.2), and (c) except as expressly set forth herein, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Parent or any of its Subsidiaries that is communicated to or obtained by the bank serving as the Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.2) or in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Unmatured Event of Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender, and the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.

---

The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Agent.

Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld or delayed (or if an Event of Default has occurred and is continuing, in consultation with the Borrower), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as the Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article X and Sections 8.1 and 8.2 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as the Agent. Notwithstanding the foregoing, solely for purposes of maintaining any security interest granted to the Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights and bound to the obligations set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Agent, shall continue to hold such Collateral, in each case until such time as a successor Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest other than is necessary to give effect to the parallel debt undertaking included in any Loan Document).

---

Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

Without limiting the generality of the foregoing, where the Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant to a Loan Document expressed to be governed by the laws of the United States of America or any state thereof, the obligations and liabilities of the Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law.

In addition to the foregoing: (x) any Lender may from time to time request of the Agent in writing that the Agent provide to such Lender a copy of any report or document provided by the Borrower to the Agent that has not been contemporaneously provided by the Borrower to such Lender, and, upon receipt of such request, the Agent promptly shall provide a copy of same to such Lender, and (y) to the extent that the Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from the Borrower, any Lender may, from time to time, reasonably request the Agent to exercise such right as specified in such Lender’s notice to the Agent, whereupon the Agent promptly shall request of the Borrower the additional reports or information reasonably specified by such Lender, and, upon receipt thereof from the Borrower, the Agent promptly shall provide a copy of same to such Lender.

---

---

---

---

---

---

---

provided, further, however, that no amendment, waiver or consent shall, unless in writing and signed by the Agent or the respective Issuing Lender, as applicable, affect the rights or duties of the Agent or such Issuing Lender, as applicable, under this Agreement or any other Loan Document.

The foregoing notwithstanding, any amendment, modification, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of the Borrower, shall not require consent by or the agreement of the Borrower.

The foregoing to the contrary notwithstanding, an amendment to this Agreement to effectuate an Approved Increase shall only require the consent of the Borrower, the Agent and the new Lenders and shall not require the consent of any other Lender.

Notwithstanding the foregoing, only the Required Revolving Lenders (in lieu of the Required Lenders) shall have the ability to waive, amend, supplement or modify (x) any condition precedent to a borrowing of Revolving Loans (or issuance, extension or renewal of any Letter of Credit) pursuant to Section 3.2 of this Agreement or (y) any other provision affecting the Revolving Commitments, Revolving Loans and the Revolving Credit Facility so long as such waiver, amendment, supplement or modification does not directly and adversely affect any other Class of Lenders in any material respect as to any other Class of Lenders.

Notwithstanding anything in this Agreement to the contrary, (i) to the extent any waiver, amendment or modification of any provision of this Agreement or any other Loan Document affects the Lenders of a particular Class, but does not affect the Lenders of any other Class, such waiver, amendment or modification shall require the consent of the Required Lenders of such Class (but not any other Lenders) and (ii) no waiver, amendment or modification of any provision of this Agreement or any other Loan Document that materially adversely affects the Lenders of a Class in a manner that does not affect other Classes shall not be effective against the Lenders of such Class unless the Required Lenders of such Class (in addition to any other percentage of Lenders required to consent to such waiver, amendment or modification) shall have consented to such waiver, amendment or modification; provided, however, for the avoidance of doubt, in no other circumstances shall the concurrence of the Required Lenders of a particular Class be required for any waiver, amendment or modification of any provision of this Agreement or any other Loan Document.

If any action to be taken by the Lender Group or the Agent hereunder requires the greater than majority or unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement or if any Lender is a Defaulting Lender hereunder, then, if no Event of Default has occurred and is continuing, the Borrower, upon at least 5 Business Days’ prior irrevocable notice to the Holdout Lender or

---

Defaulting Lender, may permanently replace the Holdout Lender or Defaulting Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender or Defaulting Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender or Defaulting Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender or Defaulting Lender, as applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Holdout Lender or such Defaulting Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of any participation in any Letter of Credit Usage) without any premium or penalty of any kind whatsoever. If the Holdout Lender or Defaulting Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Holdout Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Holdout Lender or Defaulting Lender shall be made in accordance with the terms of Section 9.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Revolving Commitments, and the other rights and obligations of the Holdout Lender or Defaulting Lender hereunder and under the other Loan Documents, the Holdout Lender or Defaulting Lender, as applicable, shall remain obligated to make its Pro Rata Share of Loans and to purchase a participation in each Letter of Credit, in accordance with this Agreement.

---

---

---

---

---

---

---

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

---

---

---

---

---

 

 

 

 

[SIGNATURE PAGES INTENTIONALLY OMITTED]

 

 

---

P10 Expands Credit Agreement to $500 Million

 

Upsized facilities offer financial flexibility and diversify lending syndicate

JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc., and Texas Capital Bank served as Joint Lead Arrangers and Joint Bookrunners

 

DALLAS, August 5, 2024 (GLOBE NEWSWIRE) - P10, Inc. (NYSE: PX) (the “Company”), a leading private markets solutions provider, today announced an amended and restated credit agreement that expands the existing total credit capacity to $500 million from new and existing lenders.

 

“Our upsized credit facilities strengthen P10’s balance sheet, while offering ample financial flexibility as we execute our organic and inorganic growth roadmap,” said Amanda Coussens, Executive Vice President, Chief Financial Officer and Chief Compliance Officer. “This successful refinancing which was led by JPMorgan Chase Bank, N.A., KeyBanc Capital Markets, Inc., and Texas Capital Bank, extends maturities for an additional four years to August 2028. I want to thank our lending partners, many of whom we have worked with for years, for their belief in P10’s vision for accelerated growth.”

 

JPMorgan Chase Bank, N.A., KeyBanc Capital Markets, Inc., and Texas Capital Bank served as Joint Lead Arrangers and Joint Bookrunners. The bank syndicate represents a diversified group of 14 lenders.

 

The Company will use the loan proceeds to pay off the outstanding borrowings under its existing credit facility and execute previously stated organic and inorganic growth initiatives.

 

The new agreement provides for a senior secured revolving credit facility in the amount of $175 million and a senior secured term loan facility of $325 million. The new agreement also provides for an ability to increase the amount of the credit facilities by up to $125 million, subject to certain conditions.

About P10

P10 is a leading multi-asset class private markets solutions provider in the alternative asset management industry. P10’s mission is to provide its investors differentiated access to a broad set of investment solutions that address their diverse investment needs within private markets. As of March 31, 2024, P10 has a global investor base of more than 3,600 investors across 50 states, 60 countries, and six continents, which includes some of the world’s largest pension funds, endowments, foundations, corporate pensions, and financial institutions. Visit www.p10alts.com.

 

---

Forward-Looking Statements

Some of the statements in this release may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Words such as “will,” “expect,” “believe,” “estimate,” “continue,” “anticipate,” “intend,” “plan” and similar expressions are intended to identify these forward-looking statements. Forward-looking statements discuss management’s current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance, and business. The inclusion of any forward-looking information in this release should not be regarded as a representation that the future plans, estimates, or expectations contemplated will be achieved. Forward-looking statements reflect management’s current plans, estimates, and expectations, and are inherently uncertain. All forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors that may cause actual results to be materially different; global and domestic market and business conditions; successful execution of business and growth strategies and regulatory factors relevant to our business; changes in our tax status; our ability to maintain our fee structure; our ability to attract and retain key employees; our ability to manage our obligations under our debt agreements; our ability to make acquisitions and successfully integrate the businesses we acquire; assumptions relating to our operations, financial results, financial condition, business prospects and growth strategy; and our ability to manage the effects of events outside of our control. The foregoing list of factors is not exhaustive. For more information regarding these risks and uncertainties as well as additional risks that we face, you should refer to the “Risk Factors” included in our annual report on Form 10-K for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 13, 2024, and in our subsequent reports filed from time to time with the SEC. The forward-looking statements included in this release are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information or future events, except as otherwise required by law.

 

P10 Investor Contact:
info@p10alts.com

P10 Media Contact:
Taylor Donahue
tdonahue@prosek.com

 

---