EX-4.3



 





Exhibit 4.3




RESALE AND REGISTRATION RIGHTS AGREEMENT



dated as of


October __, 2007


among



PZENA INVESTMENT MANAGEMENT, INC.



and



THE HOLDERS SET FORTH

ON THE SIGNATURE PAGES HERETO




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE I

	 
	 	 	 	 	 	 
	DEFINITIONS

	 
	 	 	 	 	 	 
	SECTION 1.1
	 	DEFINITIONS	 	 	1	 
	SECTION 1.2
	 	GENDER	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE II

	 
	 	 	 	 	 	 
	RESALE RIGHTS

	 
	 	 	 	 	 	 
	SECTION 2.1
	 	RESALE RIGHTS	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE III

	 
	 	 	 	 	 	 
	REGISTRATION RIGHTS

	 
	 	 	 	 	 	 
	SECTION 3.1
	 	SHELF REGISTRATION	 	 	6	 
	SECTION 3.2
	 	WITHDRAWAL RIGHTS	 	 	9	 
	SECTION 3.3
	 	HOLDBACK AGREEMENTS	 	 	9	 
	SECTION 3.4
	 	REGISTRATION PROCEDURES	 	 	9	 
	SECTION 3.5
	 	REGISTRATION EXPENSES	 	 	16	 
	SECTION 3.6
	 	REGISTRATION INDEMNIFICATION	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 	 	 
	TERMINATION

	 
	 	 	 	 	 	 
	SECTION 4.1
	 	TERM	 	 	20	 
	SECTION 4.2
	 	SURVIVAL	 	 	20	 






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	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE V

	 
	 	 	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 	 	 
	SECTION 5.1
	 	NOTICES	 	 	20	 
	SECTION 5.2
	 	INTERPRETATION	 	 	21	 
	SECTION 5.3
	 	SEVERABILITY	 	 	21	 
	SECTION 5.4
	 	COUNTERPARTS	 	 	21	 
	SECTION 5.5
	 	ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES	 	 	21	 
	SECTION 5.6
	 	FURTHER ASSURANCES	 	 	21	 
	SECTION 5.7
	 	GOVERNING LAW; EQUITABLE REMEDIES	 	 	22	 
	SECTION 5.8
	 	CONSENT TO JURISDICTION	 	 	22	 
	SECTION 5.9
	 	AMENDMENTS; WAIVERS	 	 	23	 
	SECTION 5.10
	 	ASSIGNMENT	 	 	23	 






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     This RESALE AND REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of October ___, 2007,
is by and among Pzena Investment Management, Inc., a Delaware corporation (“Pzena Inc.”) and each
of the holders of Class B Units (the “Class B Units”) of Pzena Investment Management, LLC (“Pzena
LLC”) listed on the signature pages to this Agreement or to the Additional Party Signature Page in
the form attached hereto as Annex A (the “Holders”).



     WHEREAS, the operating agreement of Pzena LLC, amended and restated as of the date hereof (the
“Operating Agreement”) allows each holder of Class B Units to exchange each Class B Unit for one
share of Class A common stock, par value $0.01 per share, of Pzena Inc. (the “Class A Shares”) at
certain times and under certain circumstances as described therein; and



     WHEREAS, Pzena Inc. and the Holders desire to enter into an agreement relating to any and all
Class A Shares that Pzena Inc. may issue to the Holders upon exchange of their Class B Units in
accordance with the terms of the Operating Agreement, providing for (i) restrictions on the
Transfer (as defined below) of such Class A Shares, which restrictions are intended to provide for
the maintenance of an orderly market for the Class A Shares and the alignment of the interests of
Pzena Inc. with its stockholders who are affiliated with it, and (ii) the Holders’ rights to have
such Class A Shares registered for resale at certain times and under certain circumstances
described herein;



     NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:



ARTICLE I




DEFINITIONS




          SECTION 1.1 DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings:



     An “AFFILIATE” of any Person means any other Person that directly or indirectly, through one
or more intermediaries, Controls, is Controlled by, or is under common Control with, such first
Person. “CONTROL” means the possession, direct



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or indirect, of the power to direct or cause the direction of the management and policies of
a Person, whether through ownership of voting securities, by contract or otherwise.



     “AGREEMENT” shall have the meaning set forth in the preamble to this Agreement.



     “APPLICABLE REGISTRABLE SECURITIES” shall have the meaning set forth in Section 2.1(a) of this
Agreement.



     “BOARD” means the board of directors of Pzena Inc.



     “CLASS A SHARES” shall have the meaning ascribed to such term in the recitals to this
Agreement.



     “CLASS B SHARES” means the shares of Class B common stock, par value $0.000001 per share, of
Pzena Inc.



     “CLASS B UNITS” shall have the meaning ascribed to such term in the preamble to this
Agreement.



     “CODE” shall mean the Internal Revenue Code of 1986, as amended and in effect from time to
time.



     “ELIGIBLE UNDERWRITTEN OFFERING” shall have the meaning set forth in Section 2.1(a)(i) of this
Agreement.



     “EXCHANGE” shall have the meaning assigned to it in Exhibit B to the Operating Agreement.



     “EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended, supplemented or restated
from time to time and any successor to such statute, and the rules and regulations promulgated
thereunder.



     A reference to an “EXCHANGE ACT RULE” shall mean such rule or regulation of the SEC under the
Exchange Act, as in effect from time to time or as replaced by a successor rule thereto.



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     “EXCHANGE CLOSING DATE” shall have the meaning assigned to “Closing Date” in Exhibit B to the
Operating Agreement.



     “FINRA” shall mean the Financial Industry Regulatory Authority, Inc.



     “FREE WRITING PROSPECTUS” shall have the meaning set forth in Section 3.4(a)(iii).



     “FORM S-3 REGISTRATION STATEMENT” shall mean a registration statement on Form S-3 (or any
successor form) under the Securities Act.



     “GOVERNMENTAL ENTITY” means any court, administrative agency, regulatory body, commission or
other governmental authority, board, bureau or instrumentality, domestic or foreign and any
subdivision thereof.



     “HOLDERS” shall have the meaning set forth in the preamble to this Agreement.



     “INSPECTORS” shall have the meaning set forth in Section 3.4(a)(vii).



     “IPO” means the initial offering of Class A Shares to the public, as described in the IPO
Registration Statement.



     “IPO REGISTRATION STATEMENT” means Pzena Inc.’s Registration Statement on Form S-1 (No.
333-143660), as amended to the date hereof.



     “LOSSES” shall have the meaning set forth in Section 3.6(a).



     “OPERATING AGREEMENT” shall have the meaning set forth in the recitals to this Agreement.



     “PERSON” means any individual, corporation, firm, partnership, joint venture, limited
liability company, estate, trust, business association, organization, Governmental Entity or other
entity.



     “PROCEEDING” shall have the meaning set forth in Section 5.8.



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     “PZENA INC.” shall have the meaning set forth in the preamble to this Agreement.



     “PZENA LLC” shall have the meaning set forth in the preamble to this Agreement.



     “RECORDS” shall have the meaning set forth in Section 3.4(a)(viii).



     “REGISTRABLE SECURITIES” shall mean any and all Class A Shares that Pzena Inc. may issue to
Holders upon Exchange of any and all Class B Units currently owned or hereafter acquired by any
Holder in accordance with the terms of the Operating Agreement. As to any particular Registrable
Securities, such securities shall cease to be Registrable Securities when (a) a registration
statement registering such securities under the Securities Act has been declared effective and such
securities have been sold or otherwise transferred by the holder thereof pursuant to such effective
registration statement or (b) such securities are sold in accordance with Rule 144 (or any
successor provision) promulgated under the Securities Act.



     “REPRESENTATIVE” means with respect to a particular Person, any director, officer, manager,
employee, agent, consultant, advisor, accountant, financial advisor, legal counsel or other
representative of that Person.



     “REQUESTED INFORMATION” shall have the meaning set forth in Section 3.1(d).



     “SEC” means the United States Securities and Exchange Commission or any similar agency then
having jurisdiction to enforce the Securities Act.



     “SECURITIES ACT” means the Securities Act of 1933, as amended, supplemented or restated from
time to time and any successor to such statute, and the rules and regulations promulgated
thereunder.



     “SELLING HOLDER” shall have the meaning set forth in Section 3.4(a)(i).



     “SHELF REGISTRATION STATEMENT” means each Form S-3 Registration Statement filed by Pzena Inc.
pursuant to subsection (a) or (b) of Section 3.1 hereof.



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     “SUSPENSION PERIOD” shall have the meaning set forth in Section 3.1(c).



     A “TRANSFER” shall mean any sale, assignment, transfer or other disposal, directly or
indirectly.



     To “TRANSFER” shall mean to sell, assign, transfer or otherwise dispose, directly or
indirectly.



     “UNDERWRITTEN OFFERING” shall mean a sale of any Class A Shares of Pzena Inc. to an
underwriter or underwriters for reoffering to the public.



          SECTION 1.2 GENDER. For the purposes of this Agreement, the words “he,” “his” or “himself” shall be interpreted
to include the masculine, feminine and corporate, other entity or trust form.



ARTICLE II



RESALE RIGHTS



          SECTION 2.1 RESALE RIGHTS



               (a) Each Holder may only Transfer Registrable Securities in accordance with the following
timing and manner of resale limitations:



                    (i) Prior to the fourth anniversary of the IPO, each Holder may only Transfer the number of
Registrable Securities that the Company is obligated to issue to such Holder on each Exchange
Closing Date that occurs prior to such anniversary (A) on the date(s), and (B) in accordance with
the method of distribution, which method may be an Underwritten Offering or a block trade, in each
case designated by Pzena Inc., in its sole discretion, in a written notice provided to each Holder
at least 30 days prior to the applicable Exchange Closing Date; provided, however, that each Holder
may transfer such Registrable Securities in accordance with the timing and method of distribution
proposed by such Holder and communicated in writing to Pzena Inc. at least 30 days prior to such
proposed date of Transfer if Pzena Inc. does not designate at least one date for the Transfer of
such Registrable Securities in each twelve-month period that occurs prior to such anniversary. If
any Holders exercising their right to distribute Registrable Securities in accordance with the
proviso of the preceding sentence propose to distribute Registrable Securities in an Underwritten
Offering on or about the same date that



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would result in gross proceeds of at least $50 million (an “Eligible Underwritten Offering”), Pzena
Inc. hereby agrees to cooperate with such Holders and the underwriters of such Underwritten
Offering in order to consummate such Underwritten Offering.



                    (ii) Subsequent to the fourth anniversary of the IPO, each Holder may only Transfer the number
of Registrable Securities that the Company is obligated to issue to such Holder on each Exchange
Closing Date that occurs subsequent to such anniversary in accordance with the timing and method of
distribution proposed by such Holder in a written notice provided to Pzena Inc. at least 30 days
prior to the applicable Exchange Closing Date; provided, however, that any Holder who proposes to
distribute Registrable Securities by means of an Underwritten Offering must provide such notice at
least 60 days prior to the applicable Exchange Closing Date. If any Holders propose to distribute
Registrable Securities in an Eligible Underwritten Offering, Pzena Inc. hereby agrees to cooperate
with such Holders and the underwriters of such Underwritten Offering in order to consummate such
Underwritten Offering.



               (b) To the extent that a Holder is subject to any trading policies of Pzena Inc., such Holder
shall be prohibited from Transferring any Registrable Securities pursuant to this Agreement, except
in accordance with such policies.



ARTICLE III



REGISTRATION RIGHTS



          SECTION 3.1 SHELF REGISTRATION.



               (a) Initial Shelf Registration Statement. As soon as practicable after Pzena Inc.
becomes eligible to file a Form S-3 Registration Statement under the Securities Act, Pzena Inc.
shall use its best efforts to file with the SEC a Form S-3 Registration Statement providing for an
offering of all Registrable Securities then eligible to be Transferred pursuant to Section
2.1(a)(i) hereof (i) on the date(s) and in accordance with the method(s) of distribution designated
by Pzena Inc. pursuant to Section 2.1(a)(i) hereof, or (ii) if Pzena Inc. does not designate any
such date or method of distribution, on the date(s) and in accordance with the method(s) of
distribution proposed by the Holders. Pzena shall use its best efforts to cause the SEC to declare
such Form S-3 Registration Statement



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effective by such date(s). Pzena Inc. shall use its best efforts to keep such Form S-3
Registration Statement continuously effective until the earlier of (i) two years after such Form
S-3 Registration Statement has been declared effective; and (ii) the date on which all Registrable
Securities included in such Form S-3 Registration Statement have been sold in accordance with the
plan and method of distribution disclosed in the prospectus included in such Form S-3 Registration
Statement, or otherwise.



               (b) Subsequent Shelf Registration Statements.



                    (i) On or before each Exchange Closing Date occurring after the initial Exchange Closing Date
and prior to the fourth anniversary of the IPO, Pzena Inc. shall use its best efforts to file with
the SEC a Form S-3 Registration Statement providing for an offering of all Registrable Securities
then eligible to be Transferred pursuant to Section 2.1(a)(i) hereof (i) on the date(s) and in
accordance with the method(s) of distribution designated by Pzena Inc. pursuant to Section
2.1(a)(i) hereof, or (ii) if Pzena Inc. does not designate any such date or method of distribution,
on the date(s) and in accordance with the method(s) of distribution proposed by the Holders. Pzena
shall use its best efforts to cause the SEC to declare such Form S-3 Registration Statement
effective by such date(s). Pzena Inc. shall use its best efforts to keep such Form S-3
Registration Statement continuously effective until the earlier of (i) two years after such Form
S-3 Registration Statement has been declared effective; and (ii) the date on which all Registrable
Securities included in such Form S-3 Registration Statement have been sold in accordance with the
plan and method of distribution disclosed in the prospectus included in such Form S-3 Registration
Statement, or otherwise.



                    (ii) On or before each Exchange Closing Date occurring after the fourth anniversary of the
IPO, Pzena Inc. shall use its best efforts to file with the SEC, and cause the SEC to declare
effective, a Form S-3 Registration Statement providing for an offering of all Registrable
Securities then eligible to be Transferred pursuant to Section 2.1(a)(ii) hereof in accordance with
the method(s) of distribution proposed by the Holders. Pzena Inc. shall use its best efforts to
keep each such Form S-3 Registration Statement continuously effective in order to effect the
Transfer on or after each Exchange Closing Date of all Registrable Securities then eligible to be
transferred pursuant to Section 2.1(a)(ii) hereof.



               (c) Suspensions. Notwithstanding anything to the contrary contained in this Agreement,
Pzena Inc. shall be entitled, from time to time, by providing written notice to the Holders, to
require such Holders to suspend the use of



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the prospectus for sales of Registrable Securities under any Shelf Registration Statement for
a reasonable period of time not to exceed 90 days in succession or 180 days in the aggregate in any
12 month period (a “Suspension Period”) if Pzena Inc. shall determine that it is required to
disclose in any such Shelf Registration Statement a financing, acquisition, corporate
reorganization or other similar transaction or other material event or circumstance affecting Pzena
Inc. or its securities, and that the disclosure of such information at such time would be
detrimental to Pzena Inc. or the holders of its equity securities. Immediately upon receipt of
such notice, the Holders shall suspend the use of the prospectus until the requisite changes to the
prospectus have been made as required below. Any Suspension Period shall terminate at such time as
the public disclosure of such information is made. After the expiration of any Suspension Period
and without any further request from a Holder, Pzena Inc. shall as promptly as reasonably
practicable prepare a post-effective amendment or supplement to the applicable Shelf Registration
Statement or the prospectus, or any document incorporated therein by reference, or file any other
required document so that, as thereafter delivered to purchasers of the Registrable Securities
included therein, the prospectus will not include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.



               (d) Information Requested from Holders. Not less than ten business days before the
expected filing date of each Shelf Registration Statement pursuant to this Agreement, Pzena Inc.
shall notify each Holder of the information, documents and instruments from such Holder that Pzena
Inc. or any underwriter reasonably requests in order to include its Registrable Securities in such
Shelf Registration Statement, including, but not limited to a questionnaire, custody agreement,
power of attorney and, if applicable, a lock-up letter and underwriting agreement (collectively,
the “Requested Information”). If Pzena Inc. has not received, on or before the second day before
the expected filing date, the Requested Information from such Holder, Pzena Inc. may file such
Shelf Registration Statement without including the Registrable Securities of such Holder. The
failure to include such Registrable Securities in such Shelf Registration Statement shall not in
and of itself result in any liability on the part of Pzena Inc. to such Holder.



               (e) No Grant of Future Registration Rights. Pzena Inc. shall not grant any shelf,
demand, piggyback or incidental registration rights that are senior to the rights granted to the
Holders hereunder to any other Person without the prior written consent of Holders of at least a
majority of the number of Registrable



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Securities as of the date that Pzena Inc. requests such consent and such consent may be given
in the sole discretion of each of the Holders.



          SECTION 3.2 WITHDRAWAL RIGHTS.



          Any Holder having notified or directed Pzena Inc. to include any or all of its Registrable
Securities in a registration statement under the Securities Act shall have the right to withdraw
any such notice or direction with respect to any or all of the Registrable Securities designated by
it for registration by giving written notice to such effect to Pzena Inc. prior to the effective
date of such Shelf Registration Statement. In the event of any such withdrawal, Pzena Inc. shall
not include such Registrable Securities in the applicable registration and such Registrable
Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such
withdrawal shall affect the obligations of Pzena Inc. with respect to the Registrable Securities
not so withdrawn. If a Holder withdraws its notification or direction to Pzena Inc. to include any
of its Registrable Securities in a registration statement in accordance with this Section 3.2, such
Holder shall be required to promptly reimburse Pzena Inc. for incremental expenses incurred by
Pzena Inc. in connection with preparing for the registration of the Registrable Securities so
withdrawn.



          SECTION 3.3 HOLDBACK AGREEMENTS.



          Each Holder agrees not to effect any public sale or distribution (including sales pursuant to
Rule 144) of equity securities of Pzena Inc., or any securities convertible into or exchangeable or
exercisable for such equity securities, (a) during any time period reasonably requested by Pzena
Inc. (which shall not exceed 90 days) in connection with distributions of Registrable Securities
designated by Pzena Inc. pursuant to Section 2.1(a)(i) or any Eligible Underwritten Offering,
except as part of such distribution or offering, or (b) during any time period (which shall not
exceed 180 days) required by any underwriting agreement with respect thereto distributions of
Registrable Securities pursuant to Section 2.1(a)(i) or any Eligible Underwritten Offering.



          SECTION 3.4 REGISTRATION PROCEDURES.



               (a) In connection with Pzena Inc.’s obligations to use its best efforts to effect the
registration under the Securities Act of the Transfer of



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Registrable Securities pursuant to Section 3.1 hereof, Pzena Inc. shall as expeditiously as
reasonably possible:




               (i) before filing of any Shelf Registration Statement, and any amendment to
any such Shelf Registration Statement, Pzena Inc. will furnish to the Holders
electing to include Registrable Securities in such Shelf Registration Statement
(the “Selling Holders”), or counsel selected by the Selling Holders, a copy of
such document for review, which review shall be conducted with reasonable
promptness;




               (ii) prepare and file with the SEC such amendments and supplements to each
Shelf Registration Statement required to be filed pursuant to subsection (a) or
(b) Section 3.1 hereof, and the prospectus(es) used in connection therewith, as
may be necessary to (A) keep each such Shelf Registration Statement effective as
required pursuant to such subsections hereof, and (B) comply with the provisions
of the Securities Act with respect to the disposition of all Registrable
Securities covered by such Shelf Registration Statement;




               (iii) furnish each Selling Holder and any underwriter of the Registrable
Securities being sold by such Selling Holder (A) a conformed copy of such Shelf
Registration Statement and each amendment and supplement thereto (in each case
including all exhibits), (B) such number of copies of the prospectus contained in
such Shelf Registration Statement (including each preliminary prospectus and any
summary prospectus), each “free writing prospectus” (as defined in Rule 405 of the
Securities Act, a “Free Writing Prospectus”) utilized in connection therewith, and
any other prospectus filed under Rule 424 under the Securities Act, in conformity
with the requirements of the Securities Act, and (C) such other documents as such
Selling Holder and underwriter, if any, may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Securities
being sold by such Selling Holder;




               (iv) use reasonable best efforts to register or qualify the Registrable
Securities being sold pursuant to such Shelf



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Registration Statement under such other securities laws or blue sky laws of
such jurisdictions as any Selling Holder or underwriter of the Registrable
Securities being sold by such Selling Holder shall reasonably request, and take
any other action which may be reasonably necessary or advisable to enable any such
Selling Holder and underwriter to consummate the disposition in such jurisdictions
of such Registrable Securities, except that Pzena Inc. shall not for any such
purpose be required to (A) qualify generally to do business as a foreign
corporation in any jurisdiction wherein it would not but for the requirements of
this clause (iv) be obligated to be so qualified, (B) subject itself to taxation
in any such jurisdiction or (C) file a general consent to service of process in
any such jurisdiction;




               (v) use reasonable best efforts to cause the Registrable Securities being
sold pursuant to each such Shelf Registration Statement to be listed on each
securities exchange on which similar securities issued by Pzena Inc. are then
listed and, if no such securities are so listed, use commercially reasonable
efforts to cause such Registrable Securities to be listed on the New York Stock
Exchange, the American Stock Exchange or the NASDAQ Stock Market;




               (vi) use reasonable best efforts to cause the Registrable Securities being
sold pursuant to each such Shelf Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary to
enable the Selling Holder(s) thereof to consummate the disposition of such
Registrable Securities;




               (vii) in connection with distributions of Registrable Securities designated
by Pzena Inc. pursuant to Section 2.1(a)(i) and each Eligible Underwritten
Offering:




                    (A) obtain for each Selling Holder and underwriter thereof, an opinion of
counsel of Pzena Inc., covering the matters customarily covered in opinions
requested in underwritten offerings and such other matters as may be reasonably
requested by each such Selling Holder and underwriter;



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                    (B) obtain for each Selling Holder and underwriter thereof, a “comfort”
letter (or, in the case of any such Person which does not satisfy the conditions
for receipt of a “comfort” letter specified in Statement on Auditing Standards No.
72, an “agreed upon procedures” letter) signed by the independent public
accountants who have certified Pzena Inc.’s financial statements included in such
Shelf Registration Statement;




                    (C) have appropriate officers of Pzena Inc. prepare and make presentations at
any “road shows” and before analysts and rating agencies, as the case may be, and
other information meetings organized by the underwriters thereof, take other
actions to obtain ratings for any Registrable Securities (if they are eligible to
be rated) and otherwise use its reasonable best efforts to cooperate as reasonably
requested by the Selling Holders and such underwriters in the offering, marketing
or selling of the Registrable Securities; and




                    (D) if requested by the underwriter thereof, enter into an underwriting
agreement with a managing underwriter or underwriters thereof containing
representations, warranties, indemnities and agreements customarily included (but
not inconsistent with the covenants and agreements of Pzena Inc. contained in this
Agreement) by an issuer of common stock in underwriting agreements with respect to
offerings of common stock for the account of, or on behalf of, such an issuer.




               (viii) promptly make available for inspection by any Selling Holder, any
underwriter participating in any disposition pursuant to any Shelf Registration
Statement, and any attorney, accountant or other agent or representative retained
by any such Selling Holder or underwriter (collectively, the “Inspectors”), all
financial and other records, pertinent corporate documents and properties of Pzena
Inc. (collectively, the “Records”), as shall be reasonably necessary to enable
them to exercise their due diligence responsibility, and cause Pzena Inc.’s
officers, directors and employees to supply all information requested by any such
Inspector in connection with such Shelf Registration Statement; provided,
however, that, unless the disclosure of such Records is necessary to



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avoid or correct a misstatement or omission in the registration statement or
the release of such Records is ordered pursuant to a subpoena or other order from
a court of competent jurisdiction, Pzena Inc. shall not be required to provide any
information under this subparagraph (viii) if (A) Pzena Inc. believes, after
consultation with counsel for Pzena Inc., that to do so would cause Pzena Inc. to
forfeit an attorney-client privilege that was applicable to such information or
(B) if either (1) Pzena Inc. has requested and been granted from the SEC
confidential treatment of such information contained in any filing with the SEC or
documents provided supplementally or otherwise or (2) Pzena Inc. reasonably
determines in good faith that such Records are confidential and so notifies the
Inspectors in writing unless prior to furnishing any such information with respect
to (A) or (B) such Selling Holder requesting such information agrees, and causes
each of its Inspectors, to enter into a confidentiality agreement on terms
reasonably acceptable to Pzena Inc.; and provided, further, that
each Selling Holder agrees that it will, upon learning that disclosure of such
Records is sought in a court of competent jurisdiction, give notice to Pzena Inc.
and allow Pzena Inc., at its expense, to undertake appropriate action and to
prevent disclosure of the Records deemed confidential;




               (ix) promptly notify in writing each applicable Selling Holder and
underwriter, if any, of the following events:




                    (A) the filing of the applicable Shelf Registration Statement, the prospectus
or any prospectus supplement related thereto or post-effective amendment to such
Shelf Registration Statement or any Free Writing Prospectus utilized in connection
therewith, and, with respect to such Shelf Registration Statement or any
post-effective amendment thereto, when the same has become effective;




                    (B) any request by the SEC or any other Government Entity for amendments or
supplements to such Shelf Registration Statement or the prospectus or for
additional information;



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                    (C) the issuance by the SEC or any other Government Entity of any stop order
suspending the effectiveness of such Shelf Registration Statement or the
initiation of any proceedings by any Person for that purpose; and




                    (D) the receipt by Pzena Inc. of any notification with respect to the
suspension of the qualification of applicable Registrable Securities for sale
under the securities or blue sky laws of any jurisdiction or the initiation or
threat of any proceeding for such purpose;




               (x) notify each Selling Holder, at any time when a prospectus relating to the
sale of its Registrable Securities is required to be delivered under the
Securities Act, upon discovery that, or upon the happening of any event as a
result of which, such prospectus, as then in effect, includes an untrue statement
of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and, at the
request of any Selling Holder, promptly prepare and furnish to each such Selling
Holder a reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;




               (xi) use reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of any Shelf Registration Statement then required to
be effective pursuant to Section subsection (a) or (b) of 3.1 hereof;




               (xii) otherwise use reasonable best efforts to comply with all applicable
rules and regulations of the SEC, and make available to all Selling Holders, as
soon as reasonably practicable, an earnings statement of Pzena Inc. covering the
period of at least 12 months, but not more than 18 months, beginning with the
first day of Pzena Inc.’s first full quarter after the effective date of each
Shelf Registration Statement, which earnings statement shall



14









 







satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder;




               (xiii) use its reasonable best efforts to assist Selling Holders who made a
request to Pzena Inc. to provide for a third party “market maker” for the Class A
Shares; provided, however, that Pzena Inc. shall not be required
to serve as such “market maker”;




               (xiv) cooperate with the Selling Holders and any underwriter of Registrable
Securities to facilitate the timely preparation and delivery of certificates
(which shall not bear any restrictive legends unless required under applicable
law) representing the Registrable Securities being sold under each Shelf
Registration Statement, and enable such Registrable Securities to be in such
denominations and registered in such names as the managing underwriter or such
Selling Holders may request and keep available and make available to Pzena Inc.’s
transfer agent prior to the effectiveness of each such Shelf Registration
Statement a supply of such certificates; and




               (xv) Pzena Inc. may require each Selling Holder and underwriter of
Registrable Securities, if any, to furnish Pzena Inc. in writing such information
regarding each Selling Holder or underwriter and the distribution of such
Registrable Securities as Pzena Inc. may from time to time reasonably request to
complete or amend the information required by the applicable Shelf Registration
Statement.



               (b) Each Selling Holder agrees that upon receipt of any notice from Pzena Inc. of the
happening of any event of the kind described in clauses (ix) or (x) of Section 3.4(a), such Selling
Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities
pursuant to the applicable Shelf Registration Statement and prospectus relating thereto until such
Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by
Section 3.4(a)(x) and, if so directed by Pzena Inc., deliver to Pzena Inc., at Pzena Inc.’s
expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of
the prospectus current at the time of receipt of such notice relating to such Registrable
Securities. In the event Pzena Inc. shall give such notice,



15









 







any applicable period during which such Shelf Registration Statement must remain effective
pursuant to this Agreement shall be extended by the number of days during the period from the date
of giving of a notice regarding the happening of an event of the kind described in clauses (ix) or
(x) of Section 3.4(a), as applicable, to the date when all such Selling Holders shall receive such
a supplemented or amended prospectus and such prospectus shall have been filed with the SEC.



          SECTION 3.5 REGISTRATION EXPENSES.



          All expenses incident to Pzena Inc.’s performance of, or compliance with, its obligations
under this Agreement including, without limitation, all registration and filing fees, all fees and
expenses of compliance with securities and “blue sky” laws, all fees and expenses associated with
filings required to be made with the FINRA (including, if applicable, the fees and expenses of any
“qualified independent underwriter” as such term is defined in Schedule E of the By-Laws of the
FINRA), all fees and expenses of compliance with securities and “blue sky” laws, all printing
(including, without limitation, expenses of printing certificates for the Registrable Securities in
a form eligible for deposit with the Depository Trust Company and of printing prospectuses if the
printing of prospectuses is requested by a holder of Registrable Securities) and copying expenses,
all messenger and delivery expenses and all fees and expenses of Pzena Inc.’s independent certified
public accountants and counsel (including, without limitation, with respect to “comfort” letters
and opinions) (collectively, the “Registration Expenses”) shall be borne by the each of Holders in
proportion to the number of Registrable Securities that they choose to include in any Shelf
Registration Statement, regardless of whether a Transfer is effected, except in the case of an
Underwritten Offering for which each Selling Holder shall bear all such expenses in proportion to
the number of Registrable Securities that each chooses to Transfer in such Underwritten Offering.
Pzena Inc. will pay its internal expenses (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties, the expense of any annual
audit and the expense of any liability insurance) and the expenses and fees for listing the
Registrable Securities on each securities exchange and included in each established
over-the-counter market on which similar securities issued by Pzena Inc. are then listed or traded.
Each Selling Holder shall pay its portion of all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale of such Selling Holder’s Registrable Securities
pursuant to any Shelf Registration Statement.




16









 




          SECTION 3.6 REGISTRATION INDEMNIFICATION.



               (a)  By Pzena Inc. Pzena Inc. agrees to indemnify and hold harmless, to the fullest
extent permitted by law, each Selling Holder and its Affiliates and their respective officers,
directors, employees, managers, partners and agents and each Person who controls (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Holder
or such other indemnified Person from and against all losses, claims, damages, liabilities and
expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and
expenses) (collectively, the “Losses”) caused by, resulting from or relating to any untrue
statement (or alleged untrue statement) of a material fact contained in any Shelf Registration
Statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or
supplement thereto or any omission (or alleged omission) of a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading, except insofar as the same are caused by any information furnished in
writing to Pzena Inc. by such Selling Holder expressly for use therein. In connection with an
Underwritten Offering and without limiting any of Pzena Inc.’s other obligations under this
Agreement, Pzena Inc. shall also indemnify such underwriters, their officers, directors, employees
and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act) such underwriters or such other indemnified Person to the same
extent as provided above with respect to the indemnification (and exceptions thereto) of Selling
Holders. Reimbursements payable pursuant to the indemnification contemplated by this Section
3.6(a) will be made by periodic payments during the course of any investigation or defense, as and
when bills are received or expenses incurred.



               (b) By the Selling Holders. In connection with any Shelf Registration Statement in
which a Holder is participating, each such Selling Holder will furnish to Pzena Inc., in writing,
information regarding such Selling Holder’s ownership of Registrable Securities and its intended
method of distribution thereof and, to the extent permitted by law, shall, severally and not
jointly, indemnify Pzena Inc., its Affiliates and their respective directors, officers, employees
and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act) Pzena Inc. or such other indemnified Person against all Losses
caused by any untrue statement of material fact contained in the applicable Shelf Registration
Statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or
supplement thereto or any omission of a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not
misleading,



17









 







but only to the extent that such untrue statement or omission is caused by and contained in
such information so furnished in writing by such Selling Holder expressly for use therein;
provided, however, that each Selling Holder’s obligation to indemnify Pzena Inc. hereunder shall,
to the extent more than one Selling Holder is subject to the same indemnification obligation, be
apportioned between each Selling Holder based upon the net amount received by each Selling Holder
from the sale of Registrable Securities, as compared to the total net amount received by all of the
Selling Holders of Registrable Securities sold pursuant to such Shelf Registration Statement.
Notwithstanding the foregoing, no Selling Holder shall be liable to Pzena Inc. for amounts in
excess of the lesser of (i) such apportionment and (ii) the amount received by such holder in the
offering giving rise to such liability.



               (c) Notice. Any Person entitled to indemnification hereunder shall give prompt written
notice to the indemnifying party of any claim with respect to which it seeks indemnification;
provided, however, the failure to give such notice shall not release the
indemnifying party from its obligation, except to the extent that the indemnifying party has been
materially prejudiced by such failure to provide such notice on a timely basis.



               (d) Defense of Actions. In any case in which any such action is brought against any
indemnified party, and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense thereof, the indemnifying
party will not (so long as it shall continue to have the right to defend, contest, litigate and
settle the matter in question in accordance with this paragraph) be liable to such indemnified
party hereunder for any legal or other expense subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of investigation, supervision and
monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds
that there may be defenses available to it which are different from or in addition to the defenses
available to such indemnifying party or (ii) the indemnifying party shall have failed within a
reasonable period of time to assume such defense and the indemnified party is or is reasonably
likely to be prejudiced by such delay, in either event the indemnified party shall be promptly
reimbursed by the indemnifying party for the expenses incurred in connection with retaining
separate legal counsel). An indemnifying party shall not be liable for any settlement of an action
or claim



18









 







effected without its consent (such consent not to be unreasonably withheld). The indemnifying
party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to
diligently contest such matter (except to the extent settled in accordance with the next following
sentence). No matter shall be settled by an indemnifying party without the consent of the
indemnified party (which consent shall not be unreasonably withheld, it being understood that the
indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed
settlement imposes any obligation on the indemnified party).



               (e) Survival. The indemnification provided for under this Agreement shall remain in
full force and effect regardless of any investigation made by or on behalf of the indemnified
Person and will survive the transfer of the Registrable Securities and the termination of this
Agreement.



               (f) Contribution. If recovery is not available under the foregoing indemnification
provisions for any reason or reasons other than as specified therein, any Person who would
otherwise be entitled to indemnification by the terms thereof shall nevertheless be entitled to
contribution with respect to any Losses with respect to which such Person would be entitled to such
indemnification but for such reason or reasons. In determining the amount of contribution to which
the respective Persons are entitled, there shall be considered the Persons’ relative knowledge and
access to information concerning the matter with respect to which the claim was asserted, the
opportunity to correct and prevent any statement or omission, and other equitable considerations
appropriate under the circumstances. It is hereby agreed that it would not necessarily be
equitable if the amount of such contribution were determined by pro rata or per capita allocation.
No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not found guilty of such
fraudulent misrepresentation. Notwithstanding the foregoing, no Selling Holder or transferee
thereof shall be required to make a contribution in excess of the net amount received by such
holder from its sale of Registrable Securities in connection with the offering that gave rise to
the contribution obligation.





19









 




ARTICLE IV



TERMINATION


          SECTION 4.1 TERM. This Agreement shall automatically terminate upon the earlier of (a) January 1, 2032, or
(b) the date that no Holder owns any Class B Units that are entitled to be exchanged for Class A
Shares.



          SECTION 4.2 SURVIVAL. If this Agreement is terminated pursuant to Section 4.1, this Agreement shall become void
and of no further force and effect, except for the provisions set forth in Section 3.6 and Article
V.



ARTICLE V



MISCELLANEOUS



          SECTION 5.1 NOTICES. All notices, requests, consents and other communications hereunder to any party shall be
deemed to be sufficient if contained in a written instrument delivered in person or sent by
facsimile (provided a copy is thereafter promptly delivered as provided in this Section 5.1) or
nationally recognized overnight courier, addressed to such party at the address or facsimile number
set forth below or such other address or facsimile number as may hereafter be designated in writing
by such party to the other parties:


(a) if to Pzena Inc., to:



Pzena Investment Management, Inc.

120 West Forty Fifth Street,

20th Floor

New York, NY 10036

(T) (212) 355-1600

(F) (212) 308-0010

Attention: General Counsel



with a copy to:



Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

(T) (212) 735-3000

(F) (212) 735-2000

Attention: Richard B. Aftanas, Esq.




20









 







(b) if to any of the Holders, to:



the address and facsimile number set forth in the records of Pzena Inc.




          SECTION 5.2 INTERPRETATION. The headings contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement. Whenever the words “included”,
“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the
words “without limitation”.



          SECTION 5.3 SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or enforceability of the other
provisions hereof. If any provision of this Agreement, or the application thereof to any person or
entity or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a
suitable and equitable provision shall be substituted therefor in order to carry out, so far as may
be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b)
the remainder of this Agreement and the application of such provision to other Persons or
circumstances shall not be affected by such invalidity or unenforceability, nor shall such
invalidity or unenforceability affect the validity or enforceability of such provision, or the
application thereof, in any other jurisdiction.



          SECTION 5.4 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original and all of which shall, taken together, be considered one and the same agreement, it
being understood that both parties need not sign the same counterpart.



          SECTION 5.5 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES. This Agreement (a) constitutes the entire agreement and supersedes all other prior
agreements, both written and oral, among the parties with respect to the subject matter hereof and
(b) is not intended to confer upon any Person, other than the parties hereto, except as provided in
Section 3.6(a) and Section 3.6(b), any rights or remedies hereunder.



          SECTION 5.6 FURTHER ASSURANCES. Each party shall execute, deliver, acknowledge and file such other documents and take such
further actions as



21









 







may be reasonably requested from time to time by the other party hereto to give effect to and
carry out the transactions contemplated herein.



          SECTION 5.7 GOVERNING LAW; EQUITABLE REMEDIES. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF). The parties
hereto agree that irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with its specific terms or was otherwise breached. It
is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions and
other equitable remedies to prevent breaches of this Agreement and to enforce specifically the
terms and provisions hereof in the United States District Court for the Southern District of New
York, this being in addition to any other remedy to which they are entitled at law or in equity.
Any requirements for the securing or posting of any bond with respect to such remedy are hereby
waived by each of the parties hereto. Each party further agrees that, in the event of any action
for an injunction or other equitable remedy in respect of such breach or enforcement of specific
performance, it will not assert the defense that a remedy at law would be adequate.



          SECTION 5.8 CONSENT TO JURISDICTION. With respect to any suit, action or proceeding (“Proceeding”) arising out of or relating to
this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably
(i) submits to the exclusive jurisdiction of the United States District Court for the Southern
District of New York and waives any objection to venue being laid in such Court whether based on
the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such
Proceeding other than before such Court; provided, however, that a party may
commence any Proceeding in a court other than such Court solely for the purpose of enforcing an
order or judgment issued by such Court; (ii) consents to service of process in any Proceeding by
the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized
international express carrier or delivery service, to Pzena Inc. or the Holders at their respective
addresses referred to in Section 5.1 hereof; provided, however, that nothing herein
shall affect the right of any party hereto to serve process in any other manner permitted by law;
and (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND
COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL
BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN



22









 







CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF
THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY
AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN
ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED
TRANSACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT
A JURY.



          SECTION 5.9 AMENDMENTS; WAIVERS.



               (a) No provision of this Agreement may be amended or waived unless such amendment or waiver is
in writing and signed, in the case of an amendment, by the parties hereto, or in the case of a
waiver, by the party against whom the waiver is to be effective.



               (b) No failure or delay by any party in exercising any right, power or privilege hereunder
shall operate as waiver thereof nor shall any single or partial exercise thereof preclude any other
or further exercise thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided
by law.



          SECTION 5.10 ASSIGNMENT. Neither this Agreement nor any of the rights or obligations hereunder shall be assigned by
any of the parties hereto without the prior written consent of the other parties. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable
by the parties and their respective successors and assigns.



23









 





     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and
delivered, all as of the date first set forth above.



PZENA
INVESTMENT MANAGEMENT, INC.




			
	By:	 	
 


Name: Richard S. Pzena

Title: Chief Executive Officer









 









 






HOLDERS:



 




Richard S. Pzena



 




John P. Goetz





 




William L. Lipsey



 




A. Rama Krishna



 




Antonio DeSpirito





 




Michael D. Peterson



 




Keith Komar





 




Lawrence Kohn



 




Lisa Roth



 




Evan Fire







 









 





 



Joan Berger




 


Benjamin Silver




 


Caroline Cai




 


Allison Fisch




 


Brian Mann




 


William C. Connolly




 


Courtney Hehre




 


Wayne Palladino




 


Manoj Tandon




 


Spencer Chen





 


Gregory Martin




 









 




 


Topalli Murti




 


James M. Krebs




THE RICHARD PZENA DESCENDANTS TRUST,

THE AARON PZENA FAMILY TRUST





			
	By:	 	
 


Name: Edward Fisher

Title: Trustee






THE
MICHELE PZENA FAMILY TRUST




			
	By:	 	
 


Name: Laura Pzena

Title: Trustee





THE
DANIEL PZENA FAMILY TRUST



			
	By:	 	
 


Name: Jeffrey Pzena

Title: Trustee








			
	By:	 	
 


Name: William Pearce

Title: Trustee






THE ERIC
PZENA FAMILY TRUST




			
	By:	 	
 


Name: Robin Buchalter

Title: Trustee






 









 





THE RACHEL THERESA GOETZ TRUST




			
	By:	 	
 


Name: Amelia C. Jones

Title: Trustee








THE
CARRIE ESTHER GOETZ TRUST




			
	By:	 	
 


Name: Amelia C. Jones

Title: Trustee






THE
KRISHNA FAMILY TRUST





			
	By:	 	
 


Name: Franklin David

Title: Trustee






THE
WILLIAM LIPSEY DYNASTY TRUST



			
	By:	 	
 


Name: Amy Lipsey

Title: Trustee






THE
WILLIAM LIPSEY GRANTOR


RETAINED ANNUITY TRUST



			
	By:	 	
 


Name: Amy Lipsey

Title: Trustee










 









 




THE MICHAEL D. PETERSON GRANTOR

RETAINED ANNUITY TRUST



			
	By:	 	
 


Name: Michael D. Peterson

Title: Trustee





THE SARAH M. PETERSON GRANTOR

RETAINED ANNUITY TRUST



			
	By:	 	
 


Name: Sarah M. Peterson

Title: Trustee






CC
GRANTOR RETAINED ANNUITY TRUST I



			
	By:	 	
 


Name: Yabin Chen

Title: Trustee







			
	By:	 	
 


Name: Yi Sheng

Title: Independent Trustee





LJK TRUST
I



			
	By:	 	
 


Name: Philip D. Collins

Title: Trustee







			
	By:	 	
 


Name: Alisa C. Kohn

Title: Trustee






 









 





LJK TRUST
IV




			
	By:	 	
 


Name: Philip D. Collins

Title: Trustee







ADS III
2007 GRANTOR RETAINED

ANNUITY TRUST




			
	By:	 	
 


Name: Carolyn DeSpirito

Title: Trustee






			
	By:	 	
 


Name: Karen  DeSpirito

Title: Trustee






			
	By:	 	
 


Name: Gale Toegemann

Title: Trustee





BSS
GRANTOR RETAINED ANNUITY TRUST



			
	By:	 	
 


Name: Naomi B. Silver

Title: Trustee







 









 




MILESTONE
ASSOCIATES, L.L.C.



			
	By:	 	
 


Name: Joel M. Greenblatt

Title: Managing Member






PIPING
BROOK, LLC



			
	By:	 	
 


Name: Ezra Merkin

Title: Managing Member





 









 








ANNEX A




FORM OF ADDITIONAL PARTY SIGNATURE PAGE




     THE UNDERSIGNED has caused this Additional Party Signature Page to be duly executed as of the
date written below intending to become a party to, and be bound by, the Resale and Registration
Rights Agreement, dated as of [                    ], 2007, as amended to date, by and among Pzena
Investment Management, Inc. and the Holders parties thereto.



	 	 	 	 	 
	Date:

	 	
 

	 	
 

(Print Name)