] Shares Silvercrest Asset Management Group Inc. Class A Common Stock par value $0.01 per share Underwriting AgreementUnderwriting Agreement • June 17th, 2013 • Silvercrest Asset Management Group Inc. • Investment advice • New York
Silvercrest Asset Management Group Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of the Class A common stock, par value $0.01 per share (“Class A Shares”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 19th, 2013 • Silvercrest Asset Management Group Inc. • Investment advice • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 2011 by and between Silvercrest Asset Management Group Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 9th, 2015 • Silvercrest Asset Management Group Inc. • Investment advice
This Joint Filing Agreement, dated as of February 9, 2015, is by and among Silvercrest Asset Management Group LLC, Silvercrest L.P. and Silvercrest Asset Management Group Inc. (collectively, the “Filers”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 21st, 2017 • Silvercrest Asset Management Group Inc. • Investment advice
This Third Amendment to Credit Agreement (this “Amendment”) is entered into as of December 21, 2017, by and among SILVERCREST ASSET MANAGEMENT GROUP LLC, a Delaware limited liability company, SILVERCREST INVESTORS LLC, a Delaware limited liability company, SILVERCREST INVESTORS II LLC, a Delaware limited liability company, SILVERCREST FINANCIAL SERVICES INC., a New York corporation (each, a “Borrower”, and collectively, “Borrowers”), and CITY NATIONAL BANK, a national banking association (“Lender”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 9th, 2015 • Silvercrest Asset Management Group Inc. • Investment advice
This Joint Filing Agreement, dated as of February 9, 2015, is by and among Silvercrest Asset Management Group LLC, Silvercrest L.P. and Silvercrest Asset Management Group Inc. (collectively, the “Filers”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 1st, 2018 • Silvercrest Asset Management Group Inc. • Investment advice
This Fourth Amendment to Credit Agreement (this “Amendment”) is entered into as of June 22, 2018, by and among SILVERCREST ASSET MANAGEMENT GROUP LLC, a Delaware limited liability company, SILVERCREST INVESTORS LLC, a Delaware limited liability company, SILVERCREST INVESTORS II LLC, a Delaware limited liability company, SILVERCREST FINANCIAL SERVICES INC., a New York corporation (each, a “Borrower”, and collectively, “Borrowers”), and CITY NATIONAL BANK, a national banking association (“Lender”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 19th, 2013 • Silvercrest Asset Management Group Inc. • Investment advice • Delaware
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of , 2013, is entered into between Silvercrest Asset Management Group Inc., a Delaware corporation (the “Company”), and the undersigned (the “Seller”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 25th, 2019 • Silvercrest Asset Management Group Inc. • Investment advice
This Sixth Amendment to Credit Agreement (this “Amendment”) is entered into as of June 20, 2019, by and among SILVERCREST ASSET MANAGEMENT GROUP LLC, a Delaware limited liability company (“Silvercrest”), SILVERCREST INVESTORS LLC, a Delaware limited liability company (“Silvercrest Investors”), SILVERCREST INVESTORS II LLC, a Delaware limited liability company (“Silvercrest Investors II”), SILVERCREST FINANCIAL SERVICES, INC., a New York corporation (“Silvercrest Financial”, and together with Silvercrest, Silvercrest Investors, and Silvercrest Investors II, each, a “Borrower”, and collectively, “Borrowers”), and CITY NATIONAL BANK, a national banking association (“Lender”).
THE FEBRUARY 2010 DEFERRED EQUITY AGREEMENTThe February 2010 Deferred Equity Agreement • April 19th, 2013 • Silvercrest Asset Management Group Inc. • Investment advice
This FEBRUARY 2010 DEFERRED EQUITY AGREEMENT (this “Agreement”) is made and entered into as of February 24, 2010, by and among Silvercrest Asset Management Group LLC (the “Company”), Silvercrest L.P. (the “LP”), and Silvercrest GP LLC (the “GP”), and [name] (the “Employee”).
SILVERCREST ASSET MANAGEMENT GROUP INC. TAX RECEIVABLE AGREEMENT Dated as of [ ], 2013Tax Receivable Agreement • May 22nd, 2013 • Silvercrest Asset Management Group Inc. • Investment advice • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 2013, is hereby entered into by and among Silvercrest Asset Management Group Inc., a Delaware corporation (the “Company”), Silvercrest L.P., a Delaware limited partnership (“Silvercrest LP”), and each of the other undersigned parties hereto identified as “Limited Partners.”
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 2nd, 2019 • Silvercrest Asset Management Group Inc. • Investment advice
This Seventh Amendment to Credit Agreement (this “Amendment”) is entered into as of July 1, 2019, by and among SILVERCREST ASSET MANAGEMENT GROUP LLC, a Delaware limited liability company (“Silvercrest”), SILVERCREST INVESTORS LLC, a Delaware limited liability company (“Silvercrest Investors”), SILVERCREST INVESTORS II LLC, a Delaware limited liability company (“Silvercrest Investors II”), SILVERCREST FINANCIAL SERVICES, INC., a New York corporation (“Silvercrest Financial”, and together with Silvercrest, Silvercrest Investors, and Silvercrest Investors II, each, a “Borrower”, and collectively, “Borrowers”), and CITY NATIONAL BANK, a national banking association (“Lender”).
July 29, 2020 Mr. J. Allen Gray One Oak Glen Drive Malvern, Pennsylvania 19355 Dear Allen:Silvercrest Asset Management Group Inc. • August 3rd, 2020 • Investment advice • Delaware
Silvercrest Asset Management Group LLC (“Silvercrest”) desires to continue to employ you and you desire to continue to be employed by Silvercrest under the terms and conditions set forth in this letter (the “Agreement”).
ELEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 17th, 2022 • Silvercrest Asset Management Group Inc. • Investment advice • California
THIS CREDIT AGREEMENT, dated as of June 24, 2013, is entered into by and among SILVERCREST ASSET MANAGEMENT GROUP LLC, a Delaware limited liability company (“Silvercrest”), SILVERCREST INVESTORS LLC, a Delaware limited liability company (“Silvercrest Investors”), SILVERCREST INVESTORS II LLC, a Delaware limited liability company (“Silvercrest Investors II”), SILVERCREST FINANCIAL SERVICES INC., a New York corporation (“Silvercrest Financial”, together with Silvercrest Investors, Silvercrest Investors II, and Silvercrest, each individually a “Borrower” and, collectively, the “Borrowers”), and CITY NATIONAL BANK, a national banking association (“Lender”).
EXCHANGE AGREEMENT dated as of among SILVERCREST ASSET MANAGEMENT GROUP INC., SILVERCREST L.P. and THE CLASS B PARTNERS SET FORTH ON THE SIGNATURE PAGES HERETOExchange Agreement • May 22nd, 2013 • Silvercrest Asset Management Group Inc. • Investment advice • Delaware
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of SILVERCREST L.P.Limited Partnership Agreement • May 22nd, 2013 • Silvercrest Asset Management Group Inc. • Investment advice • Delaware
This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT is executed as of November 13, 2012 by and among (i) Silvercrest L.P., a Delaware limited partnership (the “Partnership”), (ii) Silvercrest Asset Management Group Inc., a Delaware corporation, for all periods from and after the Effective Time and Silvercrest GP LLC, a Delaware limited liability company, for all periods prior to the Effective Time (the “General Partner”) and (iii) the Partners executing or adopting this Agreement as Partners.
RESALE AND REGISTRATION RIGHTS AGREEMENT dated as of among SILVERCREST ASSET MANAGEMENT GROUP INC. and THE CLASS B PARTNERS SET FORTH ON THE SIGNATURE PAGES HERETOResale and Registration Rights Agreement • May 22nd, 2013 • Silvercrest Asset Management Group Inc. • Investment advice • Delaware
This RESALE AND REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of [ ], 2013, is by and among Silvercrest Asset Management Group Inc., a Delaware corporation (the “Company”), and each of the employees and former employees of the Company and its Affiliates and each of their Specified Permitted Transferees who are holders of Class B Units (the “Class B Units”) of Silvercrest L.P. (the “Partnership”) listed on the signature pages to this Agreement or to the Additional Party Signature Page in the form attached hereto as Annex A (the “Class B Partners”).
SILVERCREST ASSET MANAGEMENT GROUP INC. CLASS B STOCKHOLDERS’ AGREEMENT Dated as of [ ], 2012Class B Stockholders’ Agreement • October 9th, 2012 • Silvercrest Asset Management Group Inc. • Investment advice • Delaware
This CLASS B STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of [ ], 2012, by and among Silvercrest Asset Management Group 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.
NINTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 17th, 2021 • Silvercrest Asset Management Group Inc. • Investment advice
This Ninth Amendment to Credit Agreement (this “Amendment”) is entered into as of June 17, 2021, by and among SILVERCREST ASSET MANAGEMENT GROUP LLC, a Delaware limited liability company (“Silvercrest”), SILVERCREST INVESTORS LLC, a Delaware limited liability company (“Silvercrest Investors”), SILVERCREST INVESTORS II LLC, a Delaware limited liability company (“Silvercrest Investors II”), SILVERCREST FINANCIAL SERVICES, INC., a New York corporation (“Silvercrest Financial”, and together with Silvercrest, Silvercrest Investors, and Silvercrest Investors II, each, a “Borrower”, and collectively, “Borrowers”), and CITY NATIONAL BANK, a national banking association (“Lender”).
SILVERCREST ASSET MANAGEMENT GROUP INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 6th, 2015 • Silvercrest Asset Management Group Inc. • Investment advice • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of August 6, 2015 (the “Grant Date”) among Silvercrest Asset Management Group Inc., a corporation organized under the laws of the State of Delaware (the “Company”), [name] (the “Participant”) and, solely for purposes of Section 3(h) hereof, Silvercrest L.P., (the “Partnership”).
May 29, 2013 Cerulli Associates Boston, MA 02116 Attn: Brian Walker, Account Manager BY FAX: 617-507-8129Silvercrest Asset Management Group Inc. • June 11th, 2013 • Investment advice
This letter agreement (“Consent Letter”) is being delivered to you in connection with the Registration Statement on Form S-1 (the “Registration Statement”), filed by Silvercrest Asset Management Group Inc. (the “Company”) with the Securities and Exchange Commission, which relates to the Company’s issuance of its Class A Common Stock. The Company requests your consent to be named in the Registration Statement and each amendment or supplement thereto as the source for the factual information and projections included on Exhibit A hereto.
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 19th, 2020 • Silvercrest Asset Management Group Inc. • Investment advice
This Eighth Amendment to Credit Agreement (this “Amendment”) is entered into as of June 19, 2020, by and among SILVERCREST ASSET MANAGEMENT GROUP LLC, a Delaware limited liability company (“Silvercrest”), SILVERCREST INVESTORS LLC, a Delaware limited liability company (“Silvercrest Investors”), SILVERCREST INVESTORS II LLC, a Delaware limited liability company (“Silvercrest Investors II”), SILVERCREST FINANCIAL SERVICES, INC., a New York corporation (“Silvercrest Financial”, and together with Silvercrest, Silvercrest Investors, and Silvercrest Investors II, each, a “Borrower”, and collectively, “Borrowers”), and CITY NATIONAL BANK, a national banking association (“Lender”).
TWELFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 15th, 2023 • Silvercrest Asset Management Group Inc. • Investment advice
This Twelfth Amendment to Credit Agreement (this “Amendment”) is entered into as of June 15, 2023, by and among SILVERCREST ASSET MANAGEMENT GROUP LLC, a Delaware limited liability company (“Silvercrest”), SILVERCREST INVESTORS LLC, a Delaware limited liability company (“Silvercrest Investors”), SILVERCREST INVESTORS II LLC, a Delaware limited liability company (“Silvercrest Investors II”), SILVERCREST FINANCIAL SERVICES, INC., a New York corporation (“Silvercrest Financial”, and together with Silvercrest, Silvercrest Investors, and Silvercrest Investors II, each, a “Borrower”, and collectively, “Borrowers”), and CITY NATIONAL BANK, a national banking association (“Lender”).
ASSET PURCHASE AGREEMENT by and among SILVERCREST ASSET MANAGEMENT GROUP LLC; SILVERCREST L.P.; CORTINA ASSET MANAGEMENT, LLC; and THE PRINCIPALS IDENTIFIED HEREIN Dated as of April 12, 2019Asset Purchase Agreement • April 15th, 2019 • Silvercrest Asset Management Group Inc. • Investment advice • New York
This Agreement, dated as of April 12, 2019 (this “Agreement”), is by and among SILVERCREST ASSET MANAGEMENT GROUP LLC (“Silvercrest”), a Delaware limited liability company, CORTINA ASSET MANAGEMENT, LLC (“Seller”), a Wisconsin limited liability company, each of the interest holders of Seller (“Principals”) identified as signatories to this Agreement and on Schedule 1, and, for the limited purposes set forth herein, Silvercrest L.P., a Delaware limited partnership (“Silvercrest L.P.”). Certain terms used in this Agreement are defined in Section 1.1 of this Agreement.
September 26, 2012 Cerulli Associates Boston, MA 02116 Attn: Kristofer Hart, Account Manager BY FAX: 617-507-8129Silvercrest Asset Management Group Inc. • October 25th, 2012 • Investment advice
This letter agreement (“Consent Letter”) is being delivered to you in connection with the Registration Statement on Form S-1 (the “Registration Statement”), filed by Silvercrest Asset Management Group Inc. (the “Company”) with the Securities and Exchange Commission, which relates to the Company’s issuance of its Class A Common Stock. The Company requests your consent to be named in the Registration Statement and each amendment or supplement thereto as the source for the factual information and projections included on Exhibit A hereto.
Nonqualified Stock Option AgreementNonqualified Stock Option Agreement • September 24th, 2018 • Silvercrest Asset Management Group Inc. • Investment advice • Delaware
This Option may be exercised with respect to the first 33% of the shares subject to this Option on the first anniversary date of the Grant Date, an additional 33% of the shares subject to this Option on the second anniversary of the Grant Date, and all remaining shares subject to this Option on the third anniversary of the Grant Date (in each case, subject to the Participant’s continued service with the Company or any of its Subsidiaries through the applicable vesting date).
CREDIT AGREEMENT dated as of June 24, 2013 by and among SILVERCREST ASSET MANAGEMENT GROUP LLC, SILVERCREST INVESTORS LLC, SILVERCREST INVESTORS II LLC, and SILVERCREST FINANCIAL SERVICES INC. and CITY NATIONAL BANKCredit Agreement • June 25th, 2013 • Silvercrest Asset Management Group Inc. • Investment advice • California
THIS CREDIT AGREEMENT, dated as of June 24, 2013, is entered into by and among SILVERCREST ASSET MANAGEMENT GROUP LLC, a Delaware limited liability company (“Silvercrest”), SILVERCREST INVESTORS LLC, a Delaware limited liability company (“Silvercrest Investors”), SILVERCREST INVESTORS II LLC, a Delaware limited liability company (“Silvercrest Investors II”), SILVERCREST FINANCIAL SERVICES INC., a New York corporation (“Silvercrest Financial”, together with Silvercrest Investors, Silvercrest Investors II, and Silvercrest, each individually a “Borrower” and, collectively, the “Borrowers”), and CITY NATIONAL BANK, a national banking association (“Lender”).
FIRST AMENDMENT TO LEASESilvercrest Asset Management Group Inc. • March 10th, 2016 • Investment advice • New York
FIRST AMENDMENT TO LEASE, dated as of December 23, 2015 (this “Amendment”), by and between RXR 1330 OWNER LLC, a Delaware limited liability company, having an office c/o RXR Realty, 1330 Avenue of the Americas, New York, New York 10019 (“Landlord”) and SILVERCREST ASSET MANAGEMENT GROUP LLC, a Delaware limited liability company, having an office at 1330 Avenue of the Americas, New York, New York 10019 (“Tenant”).
ASSET PURCHASE AGREEMENT BY AND AMONG SILVERCREST ASSET MANAGEMENT GROUP LLC, JAMISON, EATON & WOOD, INC. And THE PRINCIPALS And, For Limited Purposes, SILVERCREST L.P. And SILVERCREST ASSET MANAGEMENT GROUP INC. Dated as of March 30, 2015Asset Purchase Agreement • March 31st, 2015 • Silvercrest Asset Management Group Inc. • Investment advice • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of March 30, 2015, by and among Silvercrest Asset Management Group LLC, a Delaware limited liability company (“Buyer”), Jamison Eaton & Wood, Inc., a New Jersey corporation (“Seller”), Keith Wood, an individual residing at 170 Lees Hill Road, Basking Ridge, New Jersey 07920 (“Wood”), Ernest Cruikshank, III, an individual residing at 29 Wilson Road, Princeton, New Jersey 08540 (“Cruikshank”), William F. Gadsden, an individual residing at 15 Montview, Short Hills, New Jersey 07078 (“Gadsden”), and Frederick E. Thalmann, Jr., an individual residing at 17 Belmont Court, Pittstown, New Jersey 08867 (“Thalmann” and, together with Wood, Cruikshank and Gadsden, the “Principals”), and, for the limited purposes set forth herein, each of Silvercrest Asset Management Group Inc., a Delaware corporation (“SAMG”), and Silvercrest L.P., a Delaware limited partnership (“Silvercrest”). Capitalized terms used in this Agreement and not otherwise
AMENDMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 3rd, 2020 • Silvercrest Asset Management Group Inc. • Investment advice
This Amendment (“Amendment”) is effective this 28th day of July, 2020 (the “Amendment Date”) and amends that certain Restricted Stock Unit Award Agreement between the Participant and Silvercrest Asset Management Group Inc. (the “Company”) having the terms summarized above (the “RSU Agreement”). Capitalized terms used but not otherwise defined in this Amendment have the meaning given to such terms in the RSU Agreement. The RSU Agreement shall be amended as provided below.
SILVERCREST ASSET MANAGEMENT GROUP INC. CLASS B STOCKHOLDERS’ AGREEMENT Dated as of [ ], 2013Class B Stockholders’ Agreement • June 11th, 2013 • Silvercrest Asset Management Group Inc. • Investment advice • Delaware
This CLASS B STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of [ ], 2013, by and among Silvercrest Asset Management Group 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.
