Pzena Investment Management, Inc. Sample Contracts

Exhibit 99.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment"), dated as of February 11, 2008, is made by and among PZENA INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the "Borrower"),...
Credit Agreement • February 11th, 2008 • Pzena Investment Management, Inc. • Investment advice
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AMENDMENT NO. 3 TO CREDIT AGREEMENT AND LIMITED CONSENT AND WAIVER
Credit Agreement • November 13th, 2008 • Pzena Investment Management, Inc. • Investment advice • New York

This CREDIT AGREEMENT ("Agreement") is entered into as of July 23, 2007, among PZENA INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

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CREDIT AGREEMENT Dated as of July 23, 2007 among PZENA INVESTMENT MANAGEMENT, LLC as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The Other Lenders Party Hereto
Credit Agreement • August 6th, 2007 • Pzena Investment Management, Inc. • Investment advice • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of July 23, 2007, among PZENA INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 21st, 2021 • Pzena Investment Management, Inc. • Investment advice • Delaware

This Indemnification Agreement ("Agreement") is made as of October 19, 2021, by and between Pzena Investment Management, Inc., a Delaware corporation (along with any entities referred to in Section 2(c) below, the "Company"), and Chenyu Caroline Cai ("Director").

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 5th, 2007 • Pzena Investment Management, Inc. • Investment advice • New York

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of October 30, 2007 (the “Effective Date”) is entered into by and among Pzena Investment Management, Inc. (the “Company”), Pzena Investment Management, LLC. (the “Operating Company” and together with the Company, the “Employer”) and William L. Lipsey (the “Executive”).

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PZENA INVESTMENT MANAGEMENT, LLC AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN
Class B Unit Agreement • March 14th, 2016 • Pzena Investment Management, Inc. • Investment advice • New York

THIS DELAYED EXCHANGE CLASS B UNIT AGREEMENT ("Agreement") is made this (the "Date of Grant") by and between Pzena Investment Management, LLC, a limited liability company organized under the laws of the State of Delaware (the "Company") and __________________ (the "Grantee").

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 22nd, 2007 • Pzena Investment Management, Inc. • Investment advice • New York

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of October , 2007 (the “Effective Date”) is entered into by and among Pzena Investment Management, Inc. (the “Company”), Pzena Investment Management, LLC. (the “Operating Company” and together with the Company, the “Employer”) and A. Rama Krishna (the “Executive”).

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PZENA INVESTMENT MANAGEMENT, LLC PROFITS INTEREST AWARD AGREEMENT
Profits Interest Award Agreement • March 9th, 2022 • Pzena Investment Management, Inc. • Investment advice • Delaware

This PROFITS INTEREST AWARD AGREEMENT (this “Agreement”), dated as of [·], (the “Date of Grant”), is delivered by Pzena Investment Management, LLC, a Delaware limited liability company (the “Company”) to [·] (the “Participant”).

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 5th, 2007 • Pzena Investment Management, Inc. • Investment advice • New York

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of October 30, 2007 (the “Effective Date”) is entered into by and among Pzena Investment Management, Inc. (the “Company”), Pzena Investment Management, LLC. (the “Operating Company” and together with the Company, the “Employer”) and A. Rama Krishna (the “Executive”).

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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...
Class B Stockholders’ Agreement • December 5th, 2007 • Pzena Investment Management, Inc. • Investment advice • Delaware

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.

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RESALE AND REGISTRATION RIGHTS AGREEMENT dated as of October 30, 2007 among PZENA INVESTMENT MANAGEMENT, INC. and THE HOLDERS SET FORTH ON THE SIGNATURE PAGES HERETO
Resale and Registration Rights Agreement • December 5th, 2007 • Pzena Investment Management, Inc. • Investment advice • New York

This RESALE AND REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of October 30, 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”).

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TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • December 5th, 2007 • Pzena Investment Management, Inc. • Investment advice • New York

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 30, 2007, is hereby entered into by and among Pzena Investment Management, Inc., a Delaware corporation (the “Corporation”), Pzena Investment Management, LLC, a Delaware limited liability company (“PIM”) and each of the undersigned parties hereto identified as “Continuing Members” or “Exiting Members.”

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Pzena Investment Management, Inc. Equity Incentive Plan
Restricted Stock Agreement • May 6th, 2021 • Pzena Investment Management, Inc. • Investment advice • Delaware

This RESTRICTED STOCK Agreement (“Agreement”) is made this [___] day of [___], [__] by and between Pzena Investment Management, Inc., a corporation organized under the laws of the State of Delaware (and together with its subsidiaries or affiliates, the "Company"), and [___] (the “Grantee”).

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PZENA INVESTMENT MANAGEMENT, LLC AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT AS OF March 5, 2012
Operating Agreement • March 14th, 2012 • Pzena Investment Management, Inc. • Investment advice

This Amendment to the Amended and Restated Operating Agreement dated as of October 30, 2007, as further amended on March 24, 2010 (herein called “the Operating Agreement”) is hereby made and executed by Pzena Investment Management, Inc., as the Managing Member (the “Managing Member”) of Pzena Investment Management, LLC, a Delaware limited liability company (the “Company) and each of the Class B Members of the Company. Capitalized terms used but not defined herein have the meanings given to them in the Operating Agreement.

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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...
Class B Stockholders’ Agreement • October 22nd, 2007 • Pzena Investment Management, Inc. • Investment advice • Delaware

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.

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AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 12th, 2010 • Pzena Investment Management, Inc. • Investment advice

Reference is made to the Amended and Restated Executive Employment Agreement ("Agreement") dated as of October 30, 2007, by and among Pzena Investment Management, Inc. (the "Company"), Pzena Investment Management, LLC (the "Operating Company" and together with the Company, the "Employer") and A. Rama Krishna (the "Executive"). Capitalized terms used but not defined herein have the meanings given to them in the Agreement or the Operating Agreement of the Operating Company, dated as of October 30, 2007 (the "Operating Agreement").

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AMENDED AND RESTATED OPERATING AGREEMENT PZENA INVESTMENT MANAGEMENT, LLC
Operating Agreement • October 10th, 2007 • Pzena Investment Management, Inc. • Investment advice • Delaware

This Amended and Restated Operating Agreement made as of November 27, 1995, restated as of January 3, 1996, further amended and restated as of January 3, 2005, further amended and restated as of January 3, 2006, further amended and restated as of December 31, 2006, further amended as of March 31, 2007, and further amended and restated as of , 2007 by and among Pzena Investment Management, Inc., a Delaware corporation (“Pzena Inc.”), and each other person that executes and delivers a counterpart of this Agreement and is included in the Register of Members. Capitalized terms used herein without definition have the meanings set forth in Section 1.08.

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Exhibit B EXCHANGE RIGHTS OF CLASS B MEMBERS
Operating Agreement • March 10th, 2020 • Pzena Investment Management, Inc. • Investment advice • Delaware
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MAGNOLIA ASSOCIATES, LTD.
Lease Agreement • July 10th, 2007 • Pzena Investment Management, Inc. • Investment advice • New York

THIS LEASE is made as of the 4th day of February, 2003, between MAGNOLIA ASSOCIATES, LTD., a Florida limited partnership, having an office at c/o Reckson Associates Realty Corp., 1350 Avenue of the Americas, New York, New York 10019 (“Landlord”), and PZENA INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company, having an office at 830 Third Avenue, Fourteenth Floor, New York, New York 10022 (“Tenant”).

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SECOND AMENDMENT TO TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • March 9th, 2018 • Pzena Investment Management, Inc. • Investment advice

This Second Amendment to the Tax Receivable Agreement dated as of October 30, 2007, as amended as of December 31, 2012 (the “Agreement”), is hereby entered into by and among Pzena Investment Management, Inc., a Delaware corporation (the “Corporation”), Pzena Investment Management, LLC, a Delaware limited liability company (“PIM”) and each of the undersigned parties hereto identified as the “Members” Capitalized terms used but not defined herein have the meanings set forth in the Agreement.

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PZENA INVESTMENT MANAGEMENT, LLC AMENDMENT NO. 3 TO AMENDED AND RESTATED OPERATING AGREEMENT
Operating Agreement • March 16th, 2015 • Pzena Investment Management, Inc. • Investment advice

This Amendment No. 3 to the Amended and Restated Operating Agreement, dated as of October 30, 2007 and amended on March 24, 2010 and March 5, 2012 (collectively, the “Operating Agreement”) is hereby made and executed by Pzena Investment Management, Inc., as the Managing Member (the “Managing Member”) of Pzena Investment Management, LLC, a Delaware limited liability company (the “Company”) and the Class B Members of the Company listed on the signature pages hereto as of November 1, 2014. Capitalized terms used but not defined herein have the meanings given to them in the Operating Agreement.

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Contract
Executive Employment Agreement • November 2nd, 2012 • Pzena Investment Management, Inc. • Investment advice
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TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • October 10th, 2007 • Pzena Investment Management, Inc. • Investment advice • New York

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of September ___, 2007, is hereby entered into by and among Pzena Investment Management, Inc., a Delaware corporation (the “Corporation”), Pzena Investment Management, LLC, a Delaware limited liability company (“PIM”) and each of the undersigned parties hereto identified as “Members.”

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Contract
Executive Employment Agreement • November 2nd, 2012 • Pzena Investment Management, Inc. • Investment advice
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PZENA INVESTMENT MANAGEMENT, LLC Amended and Restated 2006 Equity Incentive Plan
Unit-Based Award Agreement • March 16th, 2015 • Pzena Investment Management, Inc. • Investment advice • New York

This UNIT-BASED AWARD Agreement ("Agreement") is made this 19th day of December, 2014 (the "Date of Grant") by and between Pzena Investment Management, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”) and ______________ (the "Grantee").

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SECOND AMENDMENT OF LEASE
Lease • March 9th, 2022 • Pzena Investment Management, Inc. • Investment advice

THIS SECOND AMENDMENT OF LEASE (this “Amendment”) is made as of the 21st day of January, 2022, between 320 PARK AVENUE LLC, a Delaware limited liability company (as successor-in-interest to Mutual of America Life Insurance Company), having an office at 320 Park Avenue, New York, New York 10022 (hereinafter referred to as “Landlord”), and PZENA INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company, having an office at 320 Park Avenue, 8th Floor, New York, New York 10022 (hereinafter referred to as “Tenant”).

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Contract
Executive Employment Agreement • November 2nd, 2012 • Pzena Investment Management, Inc. • Investment advice
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AGREEMENT OF SUBLEASE between PZENA INVESTMENT MANAGEMENT LLC
Sublease Agreement • March 14th, 2012 • Pzena Investment Management, Inc. • Investment advice • Florida
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AMENDMENT NO. 2 TO CREDIT AGREEMENT AND LIMITED CONSENT AND WAIVER
Credit Agreement • September 22nd, 2008 • Pzena Investment Management, Inc. • Investment advice

[to the best knowledge of the undersigned, during such fiscal period the following is a list of each such Default and its nature and status:]

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AGREEMENT AND PLAN OF MERGER by and among PZENA INVESTMENT MANAGEMENT, LLC, PANDA MERGER SUB, LLC and PZENA INVESTMENT MANAGEMENT, INC. Dated as of July 26, 2022
Merger Agreement • July 28th, 2022 • Pzena Investment Management, Inc. • Investment advice • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of July 26, 2022 (the “Agreement”), by and among Pzena Investment Management, LLC, a Delaware limited liability company (“Purchaser”), Panda Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Purchaser (“Merger Sub”), and Pzena Investment Management, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in Section 8.16.

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AMENDMENT TO TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • March 12th, 2013 • Pzena Investment Management, Inc. • Investment advice

This Amendment to the Tax Receivable Agreement dated as of October 30, 2007 (the “Agreement”), is hereby entered into by and among Pzena Investment Management, Inc., a Delaware corporation (the “Corporation”), Pzena Investment Management, LLC, a Delaware limited liability company (“PIM”) and each of the undersigned parties hereto identified as the “Members” Capitalized terms used but not defined herein have the meanings set forth in the Agreement.

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PZENA INVESTMENT MANAGEMENT, LLC AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN
Class B Unit-Based Agreement • March 14th, 2016 • Pzena Investment Management, Inc. • Investment advice • New York

THIS PHANTOM DELAYED EXCHANGE CLASS B UNIT AGREEMENT ("Agreement") is made this (the "Date of Grant") by and between Pzena Investment Management, LLC, a limited liability company organized under the laws of the State of Delaware (the "Company") and _________________ (the "Grantee").

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Exhibit D EXCHANGE RIGHTS OF CLASS B-1 MEMBERS
Exchange Rights of Class B-1 Members • March 10th, 2020 • Pzena Investment Management, Inc. • Investment advice • Delaware
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VOTING AGREEMENT
Voting Agreement • July 28th, 2022 • Pzena Investment Management, Inc. • Investment advice • Delaware

VOTING AGREEMENT (this “Agreement”), dated as of July 26, 2022, by and among Pzena Investment Management, Inc., a Delaware corporation (the “Corporation”) on the one hand, and Richard S. Pzena, John P. Goetz, William L. Lipsey, Chenyu Caroline Cai, and Allison Fisch (collectively, the “Stockholders”), on the other hand.

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SECURITY AGREEMENT
Security Agreement • November 13th, 2008 • Pzena Investment Management, Inc. • Investment advice • New York

THIS SECURITY JOINDER AGREEMENT dated as of , 20 (this "Security Joinder Agreement"), is made by , a (the "Joining Grantor"), in favor of BANK OF AMERICA, N.A., in its capacity as Administrative Agent (the "Administrative Agent") for the Secured Parties (as defined in the Credit Agreement referenced below; all capitalized terms used but not defined herein shall have the meanings given to such terms in such Credit Agreement).

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