Common use of Legend on Certificates; Entry of Stop Transfer Orders Clause in Contracts

Legend on Certificates; Entry of Stop Transfer Orders. (a) Each Class B Stockholder agrees that each outstanding certificate representing any Class B Shares and, if applicable, Class A 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 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SILVERCREST ASSET MANAGEMENT GROUP INC., DATED [ ], 2013, AS MAY BE AMENDED FROM TIME TO TIME, (2) THE TERMS OF THE CLASS B STOCKHOLDERS’ AGREEMENT, DATED [ ], 2013, OF SILVERCREST ASSET MANAGEMENT GROUP INC. AND (3) THE EXCHANGE AGREEMENT, DATED [ ], 2013. 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 any attempted transfer of legended certificates representing its Class B Shares and Class A Shares that is not in compliance with this Agreement.

Legend on Certificates; Entry of Stop Transfer Orders. (a) Each Class B Stockholder agrees that each outstanding certificate representing any Class B Shares and, if applicable, Class A 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 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SILVERCREST ASSET MANAGEMENT GROUP PZENA INVESTMENT MANAGEMENT, INC., DATED [ ]OCTOBER 30, 20132007, AS MAY BE AMENDED FROM TIME TO TIME, AND (2) THE TERMS OF THE CLASS B STOCKHOLDERS’ AGREEMENT, DATED [ ]OCTOBER 30, 20132007, OF SILVERCREST ASSET MANAGEMENT GROUP PZENA INVESTMENT MANAGEMENT, INC. AND (3) THE EXCHANGE AGREEMENT, DATED [ ], 2013. 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 any attempted the transfer of legended certificates representing its Class B Shares and Class A Shares that is not in compliance with this Agreement.

Legend on Certificates; Entry of Stop Transfer Orders. (a) Each Class B Stockholder Continuing Partner understands and agrees that each any outstanding certificate representing any Class B Covered Shares and, if applicable, Class A Shares that are subject to this Agreement shall beneficially owned by a Continuing Partner may bear an endorsement a legend 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 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SILVERCREST ASSET MANAGEMENT GROUP INC., DATED [ ], 2013, AS MAY BE AMENDED FROM TIME TO TIME, (2) THE TERMS OF THE CLASS B STOCKHOLDERS’ AGREEMENT, DATED [ ], 2013, OF SILVERCREST ASSET MANAGEMENT GROUP INC. AND (3) THE EXCHANGE AGREEMENT, DATED [ ], 2013. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE APPLICABLE SECURITIES ACT LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED PLEDGED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF SUCH ACT AND STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM SECURITIES LAWS OR AN EXEMPTION THEREFROM IS AVAILABLE AND THE COMPANY RECEIVES A WRITTEN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION CONTAINED IN SAID ACTSUNDER SUCH ACT AND STATE SECURITIES LAWS IS NOT REQUIRED. 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 ARE SUBJECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN IN FACT APPLICABLEA TRANSFER RESTRICTION AGREEMENT DATED AS OF JUNE 2002, INCLUDING THEREIN CERTAIN RESTRICTIONS ON TRANSFER, THE RELEVANT PROVISIONS OF WHICH ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST." (b) Each Class B Stockholder Continuing Partner agrees and consents to the entry of stop transfer orders against any attempted the transfer of legended certificates representing its Class B Covered Shares and Class A Shares that is not subject to Transfer Restrictions except in compliance with this Agreement.

Legend on Certificates; Entry of Stop Transfer Orders. (a) Each Class B Stockholder agrees that each outstanding certificate representing any Class B Shares and, if applicable, Class A 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 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SILVERCREST ASSET MANAGEMENT GROUP PZENA INVESTMENT MANAGEMENT, INC., DATED [ ]OCTOBER ___, 20132007, AS MAY BE AMENDED FROM TIME TO TIME, AND (2) THE TERMS OF THE CLASS B STOCKHOLDERS’ AGREEMENT, DATED [ ]OCTOBER ___, 20132007, OF SILVERCREST ASSET MANAGEMENT GROUP PZENA INVESTMENT MANAGEMENT, INC. AND (3) THE EXCHANGE AGREEMENT, DATED [ ], 2013. 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 any attempted the transfer of legended certificates representing its Class B Shares and Class A Shares that is not in compliance with this Agreement.

Legend on Certificates; Entry of Stop Transfer Orders. (a) Each Class B Stockholder agrees that each outstanding certificate representing any Class B Shares and, if applicable, Class A 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 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SILVERCREST ASSET MANAGEMENT GROUP INC., DATED [ ], 20132012, AS MAY BE AMENDED FROM TIME TO TIME, (2) THE TERMS OF THE CLASS B STOCKHOLDERS’ AGREEMENT, DATED [ ], 20132012, OF SILVERCREST ASSET MANAGEMENT GROUP INC. AND (3) THE EXCHANGE AGREEMENT, DATED [ ], 20132012. 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 any attempted transfer of legended certificates representing its Class B Shares and Class A Shares that is not in compliance with this Agreement.