EX-4.4



 





Exhibit 4.4




PZENA INVESTMENT MANAGEMENT, INC.




CLASS B STOCKHOLDERS’ AGREEMENT




Dated as of October 30, 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 Committee 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
	 	 	 	 






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CLASS B STOCKHOLDERS’ AGREEMENT




          This CLASS B STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of October 30,
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 30, 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 30, 2007, AS MAY BE AMENDED FROM TIME TO TIME, AND (2) THE TERMS OF THE CLASS B
STOCKHOLDERS’ AGREEMENT, DATED OCTOBER 30, 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.




	 	 	 	 	 
	PZENA INVESTMENT MANAGEMENT, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Richard S. Pzena
 

Name: Richard S. Pzena
	 	 
	 

	 	Title: Chief Executive Officer	 	 






 









 





	 	 	 
	CLASS B STOCKHOLDERS:
	 	 
	 
	 	 
	/s/ Richard S. Pzena
 

Richard S. Pzena

	 	 
	 
	 	 
	/s/ Wayne A. Palladino
 

Wayne A. Palladino

	 	 
	 
	 	 
	/s/ Spencer Chen
 

Spencer Chen

	 	 






 









 





CLASS B STOCKHOLDERS (continued):




JOHN P. GOETZ

WILLIAM L. LIPSEY

A. RAMA KRISHNA

MICHAEL D. PETERSON

KEITH KOMAR

LAWRENCE KOHN

LISA ROTH

EVAN FIRE

JOAN BERGER

CAROLINE CAI

ALLISON FISCH

BRIAN MANN

WILLIAM C. CONNOLLY

COURTNEY HEHRE

MANOJ TANDON

GREGORY MARTIN

TOPALLI MURTI

JAMES M. KREBS

THE RICHARD PZENA DESCENDANTS TRUST, THE AARON PZENA FAMILY TRUST

THE MICHELE PZENA FAMILY TRUST

THE DANIEL PZENA FAMILY TRUST

THE ERIC PZENA FAMILY TRUST

THE RACHEL THERESA GOETZ TRUST

THE CARRIE ESTHER GOETZ TRUST

THE KRISHNA FAMILY TRUST

THE WILLIAM LIPSEY DYNASTY TRUST

THE WILLIAM LIPSEY GRANTOR RETAINED ANNUITY TRUST

THE MICHAEL D. PETERSON GRANTOR RETAINED ANNUITY TRUST

THE SARAH M. PETERSON GRANTOR RETAINED ANNUITY TRUST

CC GRANTOR RETAINED ANNUITY TRUST I

ANTONIO DESPIRITO

ADS III 2007 GRANTOR RETAINED ANNUITY TRUST

BENJAMIN SILVER

BSS GRANTOR RETAINED ANNUITY TRUST

LJK TRUST I

LJK TRUST IV

MILESTONE ASSOCIATES, L.L.C.

PIPING BROOK, LLC




	 	 	 	 	 
	By:

	 	/s/ Richard S. Pzena
 

Name: Richard S. Pzena
	 	 
	 

	 	Title: Attorney-in-Fact for each of the above-listed Class B Stockholders	 	 
	 
	 	 	 	 
	By:

	 	/s/ Wayne A. Palladino
 

Name: Wayne A. Palladino
	 	 
	 

	 	Title: Attorney-in-Fact for each of the above-listed Class B Stockholders	 	 






 









 





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 30, 2007, as amended to date, among Pzena Investment Management,
Inc. and the Class B Stockholders parties thereto.




	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Date: