Shares at December 31, 2013

Authorized

Outstanding

Voting Rights

Economic
Rights

Common shares

Class A, par value $0.01 per share

50,000,000

7,522,974

1 vote per
share (1)

All (1)

Class B, par value $0.01 per share

25,000,000

4,464,617

1 vote per
share (2),(3)

None (2), (3)

Preferred shares

Preferred stock, par value $0.01 per share

10,000,000

—

See footnote (4)
below

See footnote (4)
below

·

Each share of Class A common stock is entitled to one vote per share. Class A common stockholders have 100% of the rights of all classes of Silvercrest’s capital stock to receive dividends.

·

Each share of Class B common stock is entitled to one vote per share.

·

Each Class B unit of SLP held by a principal is exchangeable for one share of the Company’s Class A common stock. The principals collectively hold 4,464,617 Class B units, which represents the right to receive their proportionate share of the distributions made by SLP and 175,298 deferred equity units exercisable for Class B units of SLP, which represents the right to receive additional proportions of the distributions made by SLP. The 175,298 deferred equity units which have been issued to our principals entitle the holders thereof to participate in distributions from SLP as if the underlying Class B units are outstanding and thus are taken into account to determine the economic interest of each holder of units in SLP. However, because the Class B units underlying the deferred equity units have not been issued and are not deemed outstanding, the holders of deferred equity units have no voting rights with respect to those Class B units. Silvercrest will not issue shares of Class B common stock in respect of deferred equity units of SLP until such time that the underlying Class B units are issued.

·

Silvercrest’s board of directors has the authority to issue preferred stock in one or more classes or series and to fix the rights, preferences, privileges and related restrictions, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, or the designation of the class or series, without the approval of its stockholders.