EX-4.4



 





Exhibit 4.4




 

 






PZENA INVESTMENT MANAGEMENT, INC.




CLASS B STOCKHOLDERS’ AGREEMENT




Dated as of October __, 2007




 

 






 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE I VOTING OF CLASS B SHARES	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 1.1
	 	Preliminary Vote of Class B Stockholders
	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 1.2
	 	Voting by Class B Stockholders
	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II TRANSFER OF CLASS B SHARES	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 2.1
	 	Transfers Generally
	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 2.2
	 	Compliance with Law and Regulations
	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 2.3
	 	Legend on Certificates: Entry of Stop Transfer Orders
	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 2.4
	 	Certificates to be Held by Company
	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 2.5
	 	Transfers in Violation of Agreement Void
	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 3.1
	 	Representations and Warranties of the Class B Stockholders
	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 3.2
	 	Representations and Warranties of the Company
	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV DEFINITIONS	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V MISCELLANEOUS	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.1
	 	Notices
	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.2
	 	Term of the Agreement
	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.3
	 	Amendments; Waivers
	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.4
	 	Adjustment Upon Changes in Capitalization
	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.5
	 	Disinterested Board Members to Make Determinations
	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.6
	 	Severability
	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.7
	 	Representatives, Successors and Assigns
	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.8
	 	Governing Law
	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.9
	 	Specific Performance
	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.10
	 	Submission to Jurisdiction; Waiver of Immunity
	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.11
	 	Further Assurances
	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.12
	 	Execution in Counterparts
	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.13
	 	Entire Agreement
	 	 	9	 






Annex A — Additional Party Signature Page




 i 




 









 








CLASS B STOCKHOLDERS’ AGREEMENT




          This CLASS B STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of October ___,
2007, by and among Pzena Investment Management, Inc., a Delaware corporation (the
“Company”), and Class B Stockholders signatory hereto or to the Additional Party Signature
Page in the form attached hereto as Annex A. Capitalized terms used herein have their respective
meanings set forth in Article IV of this Agreement.




W I T N E S S E T H:




          WHEREAS, the Class B Stockholders Own all the outstanding shares of Class B common stock, par
value $0.000001 per share, of the Company (the “Class B Shares”);




          WHEREAS, the Company is the managing member of Pzena Investment Management, LLC, a Delaware
limited liability company (“Pzena LLC”), and Owns all the outstanding Class A Units of
Pzena LLC;




          WHEREAS, the Class B Stockholders own, in the aggregate, all the outstanding Class B Units of
Pzena LLC;




          WHEREAS, the Company and the Class B Stockholders are parties to the Amended and Restated
Operating Agreement of Pzena LLC, dated October ___, 2007 (the “Pzena LLC Agreement”); and




          WHEREAS, the Company and the Class B Stockholders desire to make provisions with respect to
the voting and Transfer of the Class B Shares and various other affairs of the Company.




          NOW THEREFORE, in consideration of the premises and of the mutual agreements, covenants and
provisions herein contained and for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:




ARTICLE I




VOTING OF CLASS B SHARES




          Section 1.1 Preliminary Vote of Class B Stockholders. Before any vote of the stockholders of the Company at a meeting called with respect to any
corporate action, a vote (the “Preliminary Vote”) shall be taken of the Class B
Stockholders in accordance with procedures established from time to time by the Authorized
Committee, upon all such matters upon which such stockholder vote or other action is proposed to be
taken, in which each Class B Stockholder




 









 




shall be permitted to vote the Class B Shares then Owned by such Class B Stockholder in such manner
as such Class B Stockholder may determine in his, her or its sole discretion.




          Section 1.2 Voting by Class B Stockholders. (a) At any meeting of the stockholders of the Company called to vote with respect to any
corporate action, each Class B Stockholder agrees to vote with respect to all the Class B Shares
then Owned by such Class B Stockholder on all such matters in which action is proposed to be taken
in accordance with the vote of the majority (or, if no majority is obtained, by plurality) of the
Class B Shares present (in person or by proxy) and voting in the Preliminary Vote.




          (b) For purposes of effecting any vote pursuant to this Section 1.2, each Class B Stockholder
does hereby irrevocably make, constitute and appoint the Class B Representative, with full power of
substitution, as his, her or its true attorney-in-fact and agent, for and in his, her or its name,
place and stead, to act as his, her or its proxy to the maximum extent and for the maximum term
permitted by law to (i) vote the Class B Shares then Owned by such Class B Stockholder at
any meeting of stockholders of the Company in accordance with Section 1.2(a) and (ii) vote
the Class B Shares then Owned by such Class B Stockholder in such proxy holder’s discretion upon
any other business which is not presented in the notice of such meetings but properly comes before
such meetings (for example, adjournment of such meetings), giving and granting to said attorney
full power and authority to do and perform each and every act and thing whether necessary or
desirable to be done in and about the premises, as fully as he, she or it might or could do if
personally present, with full power of substitution, appointment and revocation. The foregoing
power of attorney and proxy are coupled with an interest and shall not be revocable or revoked by
such Class B Stockholder and shall be binding upon such Class B Stockholder and his, her or its
successors and assigns.




ARTICLE II




TRANSFER OF CLASS B SHARES




          Section 2.1 Transfers Generally. Each Class B Stockholder agrees that, in addition to any restrictions imposed by the Charter,
the Pzena LLC Agreement and applicable law:





     (a) such Class B Stockholder shall not Transfer any Class B Shares to any Person unless
(i) such Class B Stockholder is permitted to Transfer an equal number of Class B Units to
such Person pursuant to the terms of the Pzena LLC Agreement, and (ii) such Class B
Stockholder concurrently Transfers an equal number of Class B Units to such Person; and




     (b) in the event that such Class B Stockholder Transfers any Class B Units to any
Person pursuant to the terms of the Pzena LLC Agreement, such Class B Stockholder shall
concurrently Transfer an equal number of Class B Shares to such Person.



2









 





          Section 2.2 Compliance with Law and Regulations. Each Class B Stockholder agrees that any Transfer of Class B Shares by such Class B Stockholder
shall be in compliance with any of the exchanges or associations or other institutions with which
the Company Group has membership or other privileges (including, without limitation, the NYSE),
federal and state securities laws, and any applicable law, rule or regulation of the Commission or
any other governmental agency having jurisdiction.




          Section 2.3 Legend on Certificates: Entry of Stop Transfer Orders. (a) Each Class B Stockholder agrees that each outstanding certificate representing any Class B
Shares that are subject to this Agreement shall bear an endorsement noted conspicuously on each
such certificate reading substantially as follows:




     THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) THE RESTRICTIONS ON TRANSFER
SET FORTH IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PZENA INVESTMENT MANAGEMENT,
INC., DATED OCTOBER ___, 2007, AS MAY BE AMENDED FROM TIME TO TIME, AND (2) THE TERMS OF THE CLASS B
STOCKHOLDERS’ AGREEMENT, DATED OCTOBER ___, 2007, OF PZENA INVESTMENT MANAGEMENT, INC.



     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN
RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER
TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION
STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE
REGISTRATION PROVISIONS OF SUCH ACTS IS THEN IN FACT APPLICABLE.



          (b) Each Class B Stockholder agrees to the entry of stop transfer orders against the transfer
of legended certificates representing Class B Shares not in compliance with this Agreement.




          Section 2.4 Certificates to be Held by Company. Each Class B Stockholder agrees that the certificates representing such Class B Stockholder’s
Class B Shares shall be issued in the name of a nominee holder to be designated by the Company and
shall be held in custody by the Company at its principal office. Subject to Section 2.4(c), the
Company shall, upon the request of any such Class B Stockholder or the estate of any such Class B
Stockholder, as the case may be, in writing addressed to the Secretary of the Company or any
officer designated by the Secretary (which request shall include a representation by such Class B
Stockholder or estate thereof that such Class B Stockholder is then permitted to Transfer a
specified number of Class B Shares under the provisions of this Agreement), promptly release from
custody the certificates representing such specified number of Class B Stockholder’s Class B Shares
which are then intended and permitted to be Transferred under the provisions of this Agreement.




3









 








     Section 2.5 Transfers in Violation of Agreement Void. Any attempted Transfer of Class B Shares not made in accordance with the provisions of this
Agreement shall be void, and the Company shall not register, or cause or permit the registry, of
Class B Shares Transferred in violation of this Agreement.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




          Section 3.1 Representations and Warranties of the Class B Stockholders. Each Class B Stockholder severally represents and warrants to the Company and to each other
Class B Stockholder that (a) in the case of a Class B Stockholder who is a natural person,
such Class B Stockholder is of sound mind and has full legal capacity to enter into, execute,
deliver and perform this Agreement; (b) in the case of a Class B Stockholder who is not a
natural person, such Class B Stockholder is duly formed or organized, validly existing and in good
standing under the laws of the jurisdiction in which it was formed or organized and is duly
authorized to enter into, execute, deliver and perform this Agreement; (c) this Agreement
has been duly executed by such Class B Stockholder or his, her or its attorney-in-fact on behalf of
such Class B Stockholder and is a valid and binding agreement of such Class B Stockholder,
enforceable against such Class B Stockholder in accordance with its terms; (d) the
execution, delivery and performance by such Class B Stockholder of this Agreement does not violate
or conflict with or result in a breach of or constitute (or with notice or lapse of time or both
constitute) a default under any agreement to which such Class B Stockholder is a party; and
(e) such Class B Stockholder has good and marketable title to the Class B Shares Owned by
such Class B Stockholder and Owns such Class B Shares free and clear of any pledge, lien, security
interest, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement.




          Section 3.2 Representations and Warranties of the Company. The Company represents and warrants to the Class B Stockholders that (a) the Company is
a corporation duly incorporated, validly existing and in good standing under the laws of the State
of Delaware; (b) the Company is duly authorized to enter into, execute, deliver and perform
this Agreement; (c) this Agreement has been duly executed and delivered by the Company and
is a valid and binding agreement of the Company, enforceable against the Company in accordance with
its terms; and (d) the execution, delivery and performance by the Company of this Agreement
does not violate or conflict with or result in a breach by the Company of or constitute (or with
notice or lapse of time or both constitute) a default by the Company under its Certificate of
Incorporation or By-Laws, any existing applicable law, rule, regulation, judgment, order, or decree
of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction
over the Company or its property including the requirements of the NYSE, or any agreement or
instrument to which the Company is a party or by which the Company or its property may be bound.




4









 








ARTICLE IV




DEFINITIONS




          For purposes of this Agreement, the following terms shall have the following meanings:





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




     “Authorized Committee” means the Executive Committee referred to in the Pzena
LLC Agreement.




     “Business Day” means a day on which the principal national securities exchange
on which shares of the Class A Shares are listed or admitted to trading is open for the
transaction of business or, if the Class A Shares are not listed or admitted to trading on
any national securities exchange, a Monday, Tuesday, Wednesday, Thursday or Friday on which
banking institutions in the Borough of Manhattan, City and State of New York are not
authorized or obligated by law or executive order to close.




     “Charter” means the Amended and Restated Charter of the Company, s in effect on
the date hereof and as may be amended from time to time in the future.




     “Class A Shares” means share of Class A common stock, par value $0.01 per
share, of the Company.




     “Class A Units” has the meaning set forth in the Pzena LLC Agreement.




     “Class B Representative” means Richard S. Pzena, or following Mr. Pzena’s
resignation or retirement from the Company and/or Pzena LLC, his incapacity or his death, a
Class B Stockholder designated in writing by the Authorized Committee from time to time.




     “Class B Shares” has the meaning set forth in the recitals of this Agreement.




     “Class B Stockholder” means a holder of outstanding Class B Shares, as set
forth on the books and records of the Company from time to time.




     “Class B Units” has the meaning set forth in the Pzena LLC Agreement.




     “Commission” means the Securities and Exchange Commission of the United States.




     “Company” has the meaning set forth in the preamble to this Agreement and any
successors thereof, whether by operation of law or otherwise.




     “Company Group” means the Company and its Subsidiaries.



5









 






     “NYSE” means the New York Stock Exchange, Inc.




     “Own” means to own of record or beneficially, whether directly, through a
nominee designated by the Company pursuant to Section 2.4 or through any other Person.




     “Person” means any natural person or any firm, partnership, limited liability
partnership, association, corporation, limited liability company, trust, business trust,
governmental authority or other entity.




     “Preliminary Vote” has the meaning set forth in Section 1.1.




     “Pzena LLC” has the meaning set forth in the recitals of this Agreement.




     “Pzena LLC Agreement” has the meaning set forth in the recitals of this
Agreement.




     “Subsidiary” means a corporation, limited liability company, limited
partnerships or other entity of which the Company, directly or indirectly, has the power,
whether through the ownership of voting securities, equity interests, contract or otherwise,
(i) to elect at least a majority of the members of such entity’s board of directors
or other governing body or (ii) in the absence of a governing body, to control the
business affairs of such entity.




     “Transfer” means, with respect to any Class B Shares, directly or indirectly,
(i) to sell, assign, transfer, pledge (including in margin transactions), convey,
distribute, mortgage, encumber, hypothecate or otherwise dispose, whether by gift, for
consideration or for no consideration and (ii) to grant any right to vote, whether
by proxy, voting agreement, voting trust or otherwise.



ARTICLE V




MISCELLANEOUS




          Section 5.1 Notices. (a) All notices, requests, demands, waivers and other communications to be given by any party
hereunder shall be in writing and shall be (i) mailed by first-class, registered or
certified mail, postage prepaid, (ii) sent by hand delivery or reputable overnight delivery
service or (iii) transmitted by telecopy (provided that a copy is also delivered by hand or
sent by reputable overnight delivery service) addressed, in the case of any Class B Stockholder, to
such Class B Stockholder at the address set forth on the books and records or the Company, or, in
the case of the Company, to Pzena Investment Management, Inc., 120 West 45th Street, 20th Floor,
New York, New York 10036, Attention: Secretary, in each case, to such other address as may
be specified in writing to the other parties hereto.




          (b) All such notices, requests, demands, waivers and other communications shall be deemed to
have been given and received (i) if by personal delivery or telecopy, on the



6









 






day of such delivery, (ii) if by first-class, registered or certified mail, on the
fifth Business Day after the mailing thereof or (iii) if by reputable overnight delivery
service, on the day delivered.




          Section 5.2 Term of the Agreement. (a) This Agreement shall become effective on the date hereof and shall terminate on the earlier
of (i) the first date on which there is no Class B Stockholder remaining or (ii) the date
on which the Authorized Committee and all Class B Stockholders agree to terminate this Agreement.
Unless this Agreement is theretofore terminated pursuant to this Section 5.2(a), all Class B
Stockholders shall be bound by its terms.




          (b) A Class B Stockholder shall cease to be a party to this Agreement upon the Transfer of all
the Class B Shares Owned by such Class B Stockholder to another Person in accordance with the
requirements of this Agreement.




          Section 5.3 Amendments; Waivers. (a) This Agreement may be amended or modified, and any provision in this Agreement may be
waived, with the consent of the Class B Stockholders that Own, in aggregate, a majority of the
Class B Shares Owned by Class B Stockholders who are then bound by the terms of this Agreement
(other than an amendment that, in the good faith judgment of the Authorized Committee, is intended
to cure any ambiguity or correct or supplement any provisions of this Agreement that may be
incomplete or inconsistent with any other provision contained herein, which amendment may be made
by the Company), provided, that, without the consent of any Person, a Person who becomes a
Class B Stockholder after the date hereof shall execute and deliver an Additional Party Signature
Page to this Agreement in the form attached hereto as Annex A to become a party to this Agreement.




          (b) The failure of any party at any time or times to require performance of any provision of
this Agreement shall in no manner affect the rights at a later time to enforce the same. No waiver
by any party of the breach of any term contained in this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed to be or construed as a further or
continuing waiver of any such breach or the breach of any other term of this Agreement.




          Section 5.4 Adjustment Upon Changes in Capitalization. In the event of any change in the outstanding Class B Shares of the Company by reason of stock
dividends, split-ups, recapitalizations, combinations, exchanges of shares and the like, the term
“Class B Shares” shall refer to and include the securities received or resulting therefrom and the
terms and provisions of this Agreement shall be appropriately adjusted so that each Class B
Stockholder will thereafter continue to have and be subject to, to the greatest extent practicable,
the same rights and obligations he, she or it had been subject to prior to such change.




          Section 5.5 Disinterested Committee Members to Make Determinations. In the event that any Class B Stockholder breaches its obligations under this Agreement, then
the Authorized Committee shall have the exclusive right to make any and all determinations that may
be necessary or appropriate under this Agreement, including without limitation, determinations
relating to the exercise and enforcement of remedies hereunder. If a Class B Stockholder who is
also a member of the Authorized Committee breaches his or her obligations




7









 







under this Agreement, such Class B Stockholder must refrain from exercising his or her vote at
meetings of the Authorized Committee to give effect to this Section 5.5.




          Section 5.6 Severability. If the final determination of a court of competent jurisdiction declares, after the expiration
of the time within which judicial review (if permitted) of such determination may be perfected,
that any term or provision hereof is invalid or unenforceable, (a) the remaining terms and
provisions hereof shall be unimpaired and (b) the invalid or unenforceable term or
provision shall be deemed replaced by a term or provision that is valid and enforceable and that
comes closest to expressing the intention of the invalid or unenforceable term or provision.




          Section 5.7 Representatives, Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto
and their respective legatees, legal representatives, successors and assigns; provided that
Class B Stockholders may not assign, delegate or otherwise transfer any of their rights or
obligations under this Agreement except with the written consent of the Authorized Committee.




          Section 5.8 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OR RULES THEREOF).




          Section 5.9 Specific Performance. Each of the parties hereto acknowledges that it will be impossible to measure in money the
damage to the Company or the Class B Stockholders if any party hereto fails to comply with the
provisions of Article I or II and each party hereto agrees that in the event of any such failure,
neither the Company nor any Class B Stockholder will have an adequate remedy at law. Therefore,
the Company and each Class B Stockholder, in addition to all of the other remedies which may be
available, shall have the right to equitable relief, including, without limitation, the right to
enforce specifically the provisions of Articles I and II by obtaining injunctive relief against any
violation thereof, or otherwise. All claims for specific performance of one or more provisions of
this Agreement shall be resolved exclusively by litigation before a court of competent jurisdiction
located in the State of New York.




          Section 5.10 Submission to Jurisdiction; Waiver of Immunity. Each Class B Stockholder, for itself and its successors and assigns, hereby irrevocably waives
(a) any objection, and agrees not to assert, as a defense in any legal or equitable action,
suit or proceeding against such Class B Stockholder arising out of or relating to this Agreement or
any transaction contemplated hereby or the subject matter of any of the foregoing, that (i)
it is not subject thereto or that such action, suit or proceeding may not be brought or is not
maintainable before such arbitral body or in said courts, (ii) the venue thereof may not be
appropriate and (iii) the internal laws of the State of Delaware do not govern the
validity, interpretation or effect of this Agreement, (b) any immunity from jurisdiction to
which it might otherwise be entitled in any such arbitration, action, suit or proceeding which may
be instituted before any state or federal court in the State of New York in accordance with Section
5.9 and (c) any immunity from the maintaining of an action against it to enforce any
judgment for money obtained in any such



8









 






arbitration, action, suit or proceeding and, to the extent permitted by applicable law, any
immunity from execution.




          Section 5.11 Further Assurances. Each Class B Stockholder agrees to execute such additional documents and take such further
action as may be requested by the Authorized Committee to effect the provisions of this Agreement.




          Section 5.12 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original, but all such counterparts shall together constitute but one and the same instrument.




          Section 5.13 Entire Agreement. This Agreement, including Annex A hereto, contains the entire understanding of the parties
with respect to the subject matter hereof, and supersedes all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter hereof.




9









 








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




	 	 	 
	COMPANY:
	 
	 	 
	PZENA INVESTMENT MANAGEMENT, INC.
	 
	 	 
	By:
	 	 
	 

	 	 
	 

	 	Name: Richard S. Pzena
	 

	 	Title: Chief Executive Officer






 









 






	 	 	 
	CLASS B STOCKHOLDERS:
	 
	 	 
	 
	 	 
	 
	 	 
	 
	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 Class B Stockholders’
Agreement, dated as of October ___, 2007, as amended to date, among Pzena Investment Management,
Inc. and the Class B Stockholders parties thereto.




	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	Name:

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date: