Victory Capital Holdings Inc Watch

from 10-K 5 pages Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

from 10-K 21 pages Employee Shareholders’ Agreement Dated as of February 12, 2018 Among Victory Capital Holdings, Inc. and the Employee Shareholders Named Herein

from 10-K 46 pages Second Amended and Restated Shareholders’ Agreement Dated as of February 12, 2018 Among Crestview Victory, L.P. Rcp Lake Co-Invest, L.P. Reverence Capital Partners Opportunities Fund I, L.P. Reverence Capital Partners Opportunities Fund I (Ai), L.P. Reverence Capital Partners Opportunities Fund I (Cayman), L.P. Victory Capital Holdings, Inc. Employee Shareholders Committee and Certain Other Persons Named Herein

from S-1/A 21 pages Employee Shareholders’ Agreement Dated as of [ ], 2018 Among Victory Capital Holdings, Inc. and the Employee Shareholders Named Herein

from S-1/A 46 pages Second Amended and Restated Shareholders’ Agreement Dated as of [ ], 2018 Among Crestview Victory, L.P. Rcp Lake Co-Invest, L.P. Reverence Capital Partners Opportunities Fund I, L.P. Reverence Capital Partners Opportunities Fund I (Ai), L.P. Reverence Capital Partners Opportunities Fund I (Cayman), L.P. Victory Capital Holdings, Inc. Employee Shareholders Committee and Certain Other Persons Named Herein

from S-1/A 1 page VCTR Incorporated Under the Laws of the State of Delaware See Reverse Side for Certain Definitions Fully Paid and Non-Assessable Class B Common Shares, $0.01 Par Value, of Victory Capital Holdings, Inc. Transferable on the Books of the Corporation Bycthe Hoolder Mhereof Imn Persoon or Bny Attorney Upon Surrender of This Certificate Properly Endorsed. This Certificate Is Not Valid Until Countersigned and Registered by the Transfer Agent and Registrar. in Witness Whereof, the Said Corporation Has Caused This Certificate to Be Signed by Facsimile Signatures of Its Duly Authorized Officers. Dated: Chairman of the Board, President or Vice President Treasurer or Secretary Countersigned and Registered: American Stock Transfer & Trust Company (Brooklyn, New York) Transfer Agent and Registrar by Authorized Signature This Certifies That Is the Owner of Cusip 000000 00 0

from S-1/A 1 page VCTR Incorporated Under the Laws of the State of Delaware See Reverse Side for Certain Definitions Fully Paid and Non-Assessable Class a Common Shares, $0.01 Par Value, of Victory Capital Holdings, Inc. Transferable on the Books of the Corporation Bycthe Hoolder Mhereof Imn Persoon or Bny Attorney Upon Surrender of This Certificate Properly Endorsed. This Certificate Is Not Valid Until Countersigned and Registered by the Transfer Agent and Registrar. in Witness Whereof, the Said Corporation Has Caused This Certificate to Be Signed by Facsimile Signatures of Its Duly Authorized Officers. Dated: Chairman of the Board, President or Vice President Treasurer or Secretary Countersigned and Registered: American Stock Transfer & Trust Company (Brooklyn, New York) Transfer Agent and Registrar by Authorized Signature This Certifies That Is the Owner of Cusip 000000 00 0