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, 2022Merger 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.
VOTING AGREEMENTVoting 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.
