0001144204-12-014940 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 14th, 2012 • Pzena Investment Management, Inc. • Investment advice • Delaware

This Indemnification Agreement ("Agreement") is made as of May 17, 2011 by and between Pzena Investment Management, Inc., a Delaware corporation (along with any entities referred to in Section 2(c) below, the "Company"), and John P. Goetz ("Director").

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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.

AGREEMENT OF SUBLEASE between PZENA INVESTMENT MANAGEMENT LLC
Agreement • March 14th, 2012 • Pzena Investment Management, Inc. • Investment advice • Florida
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