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EXHIBIT 4.3




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TABLE OF CONTENTS
 PageARTICLE IDEFINITIONSSECTION 1.1
    
    DEFINITIONS
    
    
    1SECTION 1.2
    
    GENDER
    
    
    5ARTICLE IIRESALE RIGHTSSECTION 2.1
    
    RESALE RIGHTS
    
    
    5ARTICLE IIIREGISTRATION RIGHTSSECTION 3.1
    
    SHELF REGISTRATION
    
    
    6SECTION 3.2
    
    WITHDRAWAL RIGHTS
    
    
    9SECTION 3.3
    
    HOLDBACK AGREEMENTS
    
    
    9SECTION 3.4
    
    REGISTRATION PROCEDURES
    
    
    9SECTION 3.5
    
    REGISTRATION EXPENSES
    
    
    16SECTION 3.6
    
    REGISTRATION INDEMNIFICATION
    
    
    16ARTICLE IVTERMINATIONSECTION 4.1
    
    TERM
    
    
    20SECTION 4.2
    
    SURVIVAL
    
    
    20
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PageARTICLE VMISCELLANEOUSSECTION 5.1
    
    NOTICES
    
    
    20SECTION 5.2
    
    INTERPRETATION
    
    
    21SECTION 5.3
    
    SEVERABILITY
    
    
    21SECTION 5.4
    
    COUNTERPARTS
    
    
    21SECTION 5.5
    
    ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES
    
    
    21SECTION 5.6
    
    FURTHER ASSURANCES
    
    
    21SECTION 5.7
    
    GOVERNING LAW; EQUITABLE REMEDIES
    
    
    22SECTION 5.8
    
    CONSENT TO JURISDICTION
    
    
    22SECTION 5.9
    
    AMENDMENTS; WAIVERS
    
    
    23SECTION 5.10
    
    ASSIGNMENT
    
    
    23
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ARTICLE I
 DEFINITIONS
   1




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2




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3




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4




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ARTICLE II
 RESALE RIGHTS
    5




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ARTICLE III
 REGISTRATION RIGHTS
  Initial Shelf Registration Statement
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Subsequent Shelf Registration Statements
   Suspensions
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Information Requested from Holders
 No Grant of Future Registration Rights
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9




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10




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11




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provided however
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provided further
    13




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14




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provided however
    15




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16




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By Pzena Inc.
 By the Selling Holders
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Notice provided however
 Defense of Actions
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Survival
 Contribution
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ARTICLE IV
 TERMINATION
   ARTICLE V
 MISCELLANEOUS
   th
  
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21




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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)
 provided however provided however 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
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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
     23




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By:
    
    /s/ Richard S. Pzena

Name: Richard S. PzenaTitle: Chief Executive Officer




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/s/ Richard S. PzenaRichard S. Pzena/s/ Wayne A. Palladino

Wayne A. Palladino/s/ Spencer ChenSpencer Chen




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By:
    
    /s/ Richard S. Pzena

Name: Richard S. PzenaTitle: Attorney-in-Fact for each of the above-listed Class B HoldersBy:
    
    /s/ Wayne A. PalladinoName: Wayne A. PalladinoTitle: Attorney-in-Fact for each of the above-listed Holders




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ANNEX A
 FORM OF ADDITIONAL PARTY SIGNATURE PAGE
  Date:(Print Name)