Amendment, dated as of December 18, 2017, to Tax Receivable Agreement, dated as of October 30, 2007, as amended by and among Pzena Investment Management, Inc., Pzena Investment Management, LLC and the Continuing Members and Exiting Members named on the signature pages thereto

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.

 

 

WHEREAS, the Corporation, PIM and certain Members wish to amend the Agreement to clarify certain tax benefits payment provisions therein (this “Second Amendment”);

 

WHEREAS, pursuant to Section 7.06 of the Agreement, provisions therein may generally be modified or amended by written consent of the Corporation, PIM and Members who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Members thereunder if the Corporation had exercised its right of early termination on the date of the most recent Exchange prior to such amendment;

 

WHEREAS, Section 7.13 of the Agreement states that the Agreement shall be treated as part of the Pzena Investment Management, LLC Amended and Restated Operating Agreement, as further amended (the “LLC Agreement”); and

 

WHEREAS, pursuant to Section 11.01(a) of the LLC Agreement, terms and provisions therein may generally be modified or amended at any time and from time to time by written consent of the Corporation (as Managing Member as defined in the LLC Agreement), and a Majority in Interest of the Class B Members (as defined in the LLC Agreement).

 

NOW THEREFORE, pursuant to the above referenced sections, the Agreement is amended as follows:

 

 

This Amendment may be executed in one or more counterparts, and each of such counterparts shall for all purposes be deemed to be an original.

IN WITNESS WHEREOF, this Second Amendment has been duly executed to be effective as of December 18, 2017.

 

Pzena Investment Management, Inc.,

The Corporation

 Pzena Investment Management, LLC,

PIM

Pzena Investment Management, LP

By: Pzena Investment Management, Inc. its General Partner

IN WITNESS WHEREOF, this Second Amendment has been duly executed to be effective as of December 18, 2017.

MEMBERS who would be entitled to receive at least two-thirds of the Early Termination Payments: