EMPLOYEE SHAREHOLDERS’ AGREEMENT dated as of February 12, 2018 among VICTORY CAPITAL HOLDINGS, INC. and THE EMPLOYEE SHAREHOLDERS NAMED HEREINEmployee Shareholders’ Agreement • February 22nd, 2018 • Brown David Craig • Investment advice • Delaware
EMPLOYEE SHAREHOLDERS’ AGREEMENT dated as of February 12, 2018 (this “Agreement”) among Victory Capital Holdings, Inc., a Delaware corporation (the “Company”), each Person listed on Schedule A, as such Schedule A may be amended from time to time in accordance with the terms of this Agreement (each such Person, a “Covered Person”), executing this Agreement or a joinder (the “Joinder”) substantially in the form attached as Exhibit A hereto.
SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT dated as of February 12, 2018 among CRESTVIEW VICTORY, L.P. RCP LAKE CO-INVEST, L.P. REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I, L.P. REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (AI), L.P....Shareholders’ Agreement • February 22nd, 2018 • Brown David Craig • Investment advice • Delaware
SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT dated as of February 12, 2018 (this “Agreement”) among Victory Capital Holdings, Inc., a Delaware corporation (the “Company”), Crestview Victory, L.P., a Delaware limited partnership (the “Crestview Aggregator”), RCP Lake Co-Invest, L.P., a Cayman Islands exempted limited partnership, Reverence Capital Partners Opportunities Fund I, L.P., a Delaware limited partnership, Reverence Capital Partners Opportunities Fund I (AI), L.P., a Delaware limited partnership, and Reverence Capital Partners Opportunities Fund I (Cayman), L.P., a Cayman Islands exempted limited partnership (collectively, “RCP”), the Employee Shareholders Committee, created under the Employee Shareholders’ Agreement, dated as of the date hereof (such committee, as it may be reconstituted from time to time, the “Employee Shareholders Committee”), and certain other Persons listed on the signature page hereof (the “Management Shareholders”). “Crestview Aggregator” and “RCP
JOINT FILING AGREEMENTJoint Filing Agreement • February 22nd, 2018 • Brown David Craig • Investment advice
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Class A common stock, par value $0.01 per share, of Victory Capital Holdings, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
