0001193125-12-455201 Sample Contracts

Shares Silvercrest Asset Management Group Inc. Class A Common Stock par value $0.01 per share Underwriting Agreement
Underwriting Agreement • November 7th, 2012 • 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”).

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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 7th, 2012 • Silvercrest Asset Management Group Inc. • Investment advice • Delaware

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of November , 2012, is entered into between Silvercrest Asset Management Group Inc., a Delaware corporation (the “Company”), and the undersigned (the “Seller”).

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