SILVERCREST ASSET MANAGEMENT GROUP INC. TAX RECEIVABLE AGREEMENT Dated as of [ ], 2012Tax Receivable Agreement • October 9th, 2012 • Silvercrest Asset Management Group Inc. • Investment advice • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 2012, 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.”
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 • October 9th, 2012 • Silvercrest Asset Management Group Inc. • Investment advice • Delaware
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of SILVERCREST L.P. Effective as of , 2012Limited Partnership Agreement • October 9th, 2012 • Silvercrest Asset Management Group Inc. • Investment advice • Delaware
This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT is executed as of , 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 • October 9th, 2012 • Silvercrest Asset Management Group Inc. • Investment advice • Delaware
This RESALE AND REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of [ ], 2012, 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.
