INDEMNIFICATION AGREEMENTIndemnification Agreement • February 16th, 2017 • Hamilton Lane INC • Investment advice • Delaware
This Indemnification Agreement (“Agreement”), dated as of [_____], is by and between Hamilton Lane Incorporated, a Delaware corporation (the “Company”), and [_____] (the “Indemnitee”).
ContractNote Purchase Agreement • October 11th, 2024 • Hamilton Lane INC • Investment advice • New York
CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS [***], HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
CREDIT AND GUARANTY AGREEMENT dated as of July 9, 2015 among HAMILTON LANE ADVISORS, L.L.C., CERTAIN SUBSIDIARIES OF HAMILTON LANE ADVISORS, L.L.C., as Guarantors, VARIOUS LENDERS and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and...Credit and Guaranty Agreement • February 1st, 2017 • Hamilton Lane INC • Investment advice • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of July 9, 2015, is entered into by and among HAMILTON LANE ADVISORS, L.L.C., a Pennsylvania limited liability company (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”).
HAMILTON LANE INCORPORATED 1,922,322 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • March 7th, 2024 • Hamilton Lane INC • Investment advice • New York
Hamilton Lane Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to Morgan Stanley & Co. LLC (the “Underwriter”), an aggregate of 1,867,322 shares of Class A Common Stock, par value $0.001 per share, of the Company, and Rysaffe Trustee Company (C.I.) Limited as trustee of The Oakville Number 2 Trust (the “Selling Stockholder”) proposes to sell to the Underwriter 55,000 shares of Class A Common Stock of the Company (collectively, the “Shares”). The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares, together with the shares of Class B Common Stock, par value $0.001 per share, of the Company (the “Class B Common Stock”) are referred to herein as the “Stock”.
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HAMILTON LANE ADVISORS, L.L.C. Dated as of March 6, 2017Limited Liability Company Agreement • March 10th, 2017 • Hamilton Lane INC • Investment advice • Pennsylvania
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of HAMILTON LANE ADVISORS, L.L.C. (the “Company”), dated as of March 6, 2017, is adopted, executed and agreed to, for good and valuable consideration, by and among the members listed on the Schedule of Members (as defined below), and shall be effective as of the Effective Time, subject to Section 14.15 below. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 2.1.
EXCHANGE AGREEMENTExchange Agreement • March 10th, 2017 • Hamilton Lane INC • Investment advice • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of March 6, 2017, is hereby entered into by and among Hamilton Lane Incorporated, a Delaware corporation (the “Corporation”), Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company (the “Company”), and the Company Unitholders (as defined herein).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • March 10th, 2017 • Hamilton Lane INC • Investment advice • Pennsylvania
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of March 6, 2017, is hereby entered into by and among Hamilton Lane Incorporated, a Delaware corporation (the “Corporation”), Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company (“HLA”), and each of the HLA Members (as defined below).
CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS [***], HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Revolving Loan and Security Agreement • August 6th, 2024 • Hamilton Lane INC • Investment advice • New York
This REVOLVING LOAN AND SECURITY AGREEMENT (“Agreement”) dated August 23, 2017 (the “Effective Date”), between FIRST REPUBLIC BANK (“Lender”) and HAMILTON LANE ADVISORS, L.L.C., a Pennsylvania limited liability company (“Borrower”) provides the terms on which Lender will lend to Borrower and Borrower will repay Lender. The parties agree as follows:
AMENDED AND RESTATED HAMILTON LANE INCORPORATED Restricted Stock Award Agreement (Director)Restricted Stock Award Agreement • September 5th, 2024 • Hamilton Lane INC • Investment advice • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is entered into as of the Grant Date (as defined below), by and between the Grantee (as defined below) and Hamilton Lane Incorporated (the “Company”). Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan (as defined below).
STOCKHOLDERS AGREEMENTStockholders Agreement • March 10th, 2017 • Hamilton Lane INC • Investment advice • Delaware
This STOCKHOLDERS AGREEMENT is executed as of March 6, 2017, to be effective from and after the Effective Date, by and among (i) Hamilton Lane Incorporated, a Delaware corporation (the “Corporation”), (ii) Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company (“HLA”), and (iii) the persons and entities listed on the signature pages hereto (collectively with their Affiliates, the “Class B Holders” and, individually, a “Class B Holder”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
FORM OF STOCKHOLDERS AGREEMENTStockholders Agreement • February 1st, 2017 • Hamilton Lane INC • Investment advice • Delaware
This STOCKHOLDERS AGREEMENT is executed as of [__________], 2017, to be effective from and after the Effective Date, by and among (i) Hamilton Lane Incorporated, a Delaware corporation (the “ Corporation ”), (ii) Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company (“ HLA ”), and (iii) the persons and entities listed on the signature pages hereto (collectively with their Affiliates, the “ Class B Holders ” and, individually, a “ Class B Holder ”); provided that if the Effective Date has not occurred on or before [__________], 2017, this Agreement shall be terminated and of no further force or effect whatsoever, without further action by any Person. Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1 .
DIRECTOR RESTRICTED STOCK AWARD AGREEMENT UNDER THE HAMILTON LANE INCORPORATED 2017 EQUITY INCENTIVE PLANRestricted Stock Award Agreement • February 9th, 2018 • Hamilton Lane INC • Investment advice • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is entered into as of the Grant Date (as defined below), by and between the Grantee (as defined below) and Hamilton Lane Incorporated (the “Company”). Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan (as defined below).
Lock-Up AgreementLock-Up Agreement • September 21st, 2018 • Hamilton Lane INC • Investment advice • New York
The undersigned understands that J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several Underwriters (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Hamilton Lane Incorporated, a Delaware corporation (the “Company”), Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company, and the selling stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A Common Stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. References to shares of Common Stock shall be deemed to refer to shares of any class of stock of the Company.
CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS [***], HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Term Loan and Security Agreement • August 6th, 2024 • Hamilton Lane INC • Investment advice • New York
This TERM LOAN AND SECURITY AGREEMENT (“Agreement”) dated August 23, 2017 (the “Effective Date”), between FIRST REPUBLIC BANK (“Lender”) and HAMILTON LANE ADVISORS, L.L.C., a Pennsylvania limited liability company (“Borrower”) provides the terms on which Lender will lend to Borrower and Borrower will repay Lender. The parties agree as follows:
FOURTH AMENDMENT TO MULTI-DRAW TERM LOAN AND SECURITY AGREEMENTMulti-Draw Term Loan and Security Agreement • October 11th, 2024 • Hamilton Lane INC • Investment advice
This FOURTH AMENDMENT TO MULTI-DRAW TERM LOAN AND SECURITY AGREEMENT (“Amendment”) is entered into as of October 7, 2024 by and between JPMORGAN CHASE BANK, N.A., successor-in-interest by purchase of the line of credit made pursuant to the terms of the Loan Agreement from the Federal Deposit Insurance Corporation as receiver for First Republic Bank, San Francisco, CA (“Lender”) and HAMILTON LANE ADVISORS, L.L.C., a Pennsylvania limited liability company (“Borrower”).
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement • July 20th, 2023 • Hamilton Lane INC • Investment advice • Pennsylvania
This Confidential Separation Agreement and General Release (the "Agreement") is entered into in full and final settlement of the issues, described more fully herein, between Atul Varma, the employee (hereafter referred to as "you" or "your"), and Hamilton Lane Advisors, L.L.C. (hereafter referred to as "Hamilton Lane").
AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENTTax Receivable Agreement • February 2nd, 2021 • Hamilton Lane INC • Investment advice • Pennsylvania
This Amendment No. 1 (this “Amendment”) is entered into as of December 31, 2020 (the “Effective Date”) by and among HLI, HLA and the Partners signatory hereto. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Agreement (as defined below).
AMENDED AND RESTATED HAMILTON LANE INCORPORATED Performance Stock Award AgreementPerformance Stock Award Agreement • September 5th, 2024 • Hamilton Lane INC • Investment advice • Delaware
This Performance Stock Award Agreement (this “Agreement”) is entered into as of the Grant Date (as defined below), by and between the Grantee (as defined below) and Hamilton Lane Incorporated (the “Company”). Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan (as defined below).
AMENDMENT No. 2 TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HAMILTON LANE ADVISORS, L.L.C. This AMENDMENT No. 2 TO THE FOURTH AMENDED AND RESTATEDLimited Liability Company Agreement • June 14th, 2018 • Hamilton Lane INC • Investment advice
LIMITED LIABILITY COMPANY AGREEMENT OF HAMILTON LANE ADVISORS, L.L.C. is entered into as of June 13, 2018 by Hamilton Lane Incorporated (the “Managing Member”). Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to them in that certain Fourth Amended and Restated Limited Liability Company Agreement of Hamilton Lane Advisors, L.L.C., dated as of March 6, 2017, by and among the Managing Member, Hamilton Lane Advisors, Inc., the Company, Hamilton Lane Advisors, L.L.C., HL Management Investors, LLC, HLA Investments, LLC and the other persons and entities party thereto, as amended prior to the date hereof (the “Operating Agreement”).
SECOND AMENDMENT TO MULTI-DRAW TERM LOAN AND SECURITY AGREEMENTMulti-Draw Term Loan and Security Agreement • April 27th, 2021 • Hamilton Lane INC • Investment advice
This SECOND AMENDMENT TO MULTI-DRAW TERM LOAN AND SECURITY AGREEMENT (“Amendment”) is entered into as of April 22, 2021, by and between FIRST REPUBLIC BANK (“Lender”) and HAMILTON LANE ADVISORS, L.L.C. a Pennsylvania limited liability company (“Borrower”).
SECOND AMENDMENT TO TERM LOAN AND SECURITY AMENDMENTTerm Loan and Security Agreement • November 4th, 2020 • Hamilton Lane INC • Investment advice
This SECOND AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT (“Amendment”) is entered into as of September 30, 2020, by and between FIRST REPUBLIC BANK (“Lender”) and HAMILTON LANE ADVISORS, L.L.C. a Pennsylvania limited liability company (“Borrower”).
FOURTH AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENTRevolving Loan and Security Agreement • October 11th, 2024 • Hamilton Lane INC • Investment advice
This FOURTH AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT (“Amendment”) is entered into as of October 7, 2024 (“Effective Date”) by and between JPMORGAN CHASE BANK, N.A., successor-in-interest by purchase of the line of credit made pursuant to the terms of the Loan Agreement from the Federal Deposit Insurance Corporation as receiver for First Republic Bank, San Francisco, CA (“Lender”) and HAMILTON LANE ADVISORS, L.L.C., a Pennsylvania limited liability company (“Borrower”).
AMENDMENT No. 3 TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HAMILTON LANE ADVISORS, L.L.C.Limited Liability Company Agreement • May 25th, 2023 • Hamilton Lane INC • Investment advice
This AMENDMENT No. 3 TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HAMILTON LANE ADVISORS, L.L.C. is entered into as of May 24, 2023 by Hamilton Lane Incorporated (the “Managing Member”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in that certain Fourth Amended and Restated Limited Liability Company Agreement of Hamilton Lane Advisors, L.L.C., dated as of March 6, 2017, by and among the Managing Member, Hamilton Lane Advisors, Inc., the Company, Hamilton Lane Advisors, L.L.C., HL Management Investors, LLC, HLA Investments, LLC and the other persons and entities party thereto, as amended prior to the date hereof (the “Operating Agreement”).
FORM OF PERFORMANCE STOCK AWARD AGREEMENT UNDER THE HAMILTON LANE INCORPORATED 2017 EQUITY INCENTIVE PLANPerformance Stock Award Agreement • September 2nd, 2022 • Hamilton Lane INC • Investment advice • Delaware
This Performance Stock Award Agreement (this “Agreement”) is entered into as of the Grant Date (as defined below), by and between the Grantee (as defined below) and Hamilton Lane Incorporated (the “Company”). Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan (as defined below).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG HAMILTON LANE INCORPORATED AND CERTAIN STOCKHOLDERS DATED AS OF [ ], 2017Registration Rights Agreement • February 16th, 2017 • Hamilton Lane INC • Investment advice • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2017, is made by and among:
AMENDMENT No. 1 TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HAMILTON LANE ADVISORS, L.L.C.Limited Liability Company Agreement • February 26th, 2018 • Hamilton Lane INC • Investment advice
This AMENDMENT No. 1 TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HAMILTON LANE ADVISORS, L.L.C. is entered into as of February 26, 2018 by Hamilton Lane Incorporated (the “Managing Member”). Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to them in that certain Fourth Amended and Restated Limited Liability Company Agreement of Hamilton Lane Advisors, L.L.C., dated as of March 6, 2017, by and among the Managing Member, Hamilton Lane Advisors, Inc., the Company, Hamilton Lane Advisors, L.L.C., HL Management Investors, LLC, HLA Investments, LLC and the other persons and entities party thereto (the “Operating Agreement”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG HAMILTON LANE INCORPORATED AND CERTAIN STOCKHOLDERS DATED AS OF MARCH 6, 2017Registration Rights Agreement • March 10th, 2017 • Hamilton Lane INC • Investment advice • Delaware
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of March 6, 2017, is made by and among:
JOINT FILING AGREEMENTJoint Filing Agreement • March 23rd, 2018 • Hamilton Lane INC • Investment advice
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
April 1, 2016 Dear Juan, We are pleased to offer you employment with Hamilton Lane (Hong Kong) Limited (the “Company”). The complete terms and conditions of your employment are set out in this letter and the attached Parts 1 to 4, which together are...Employment Agreement • June 27th, 2017 • Hamilton Lane INC • Investment advice • Hong Kong
This letter supersedes any and all previous arrangements or agreements between us in relation to your employment, all of which shall be deemed to have been terminated by mutual consent. Any future variation to your terms and conditions must be set out in writing.
JOINT FILING AGREEMENTJoint Filing Agreement • September 21st, 2018 • Hamilton Lane INC • Investment advice
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • February 14th, 2017 • Hamilton Lane INC • Investment advice • New York
As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036
FIRST AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENTRevolving Loan and Security Agreement • March 25th, 2020 • Hamilton Lane INC • Investment advice
This FIRST AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT (“Amendment”) is entered into as of March 24, 2020, by and between FIRST REPUBLIC BANK (“Lender”) and HAMILTON LANE ADVISORS, L.L.C. a Pennsylvania limited liability company (“Borrower”).
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE HAMILTON LANE INCORPORATED 2017 EQUITY INCENTIVE PLANNon-Qualified Stock Option Agreement • February 16th, 2017 • Hamilton Lane INC • Investment advice • Delaware
This Non-Qualified Stock Option Agreement (this “Agreement”) is entered into as of the Grant Date (as defined below), by and between the Grantee (as defined below) and Hamilton Lane Incorporated (the “Company”). Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan (as defined below).
SECOND AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENTRevolving Loan and Security Agreement • November 4th, 2020 • Hamilton Lane INC • Investment advice
This SECOND AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT (“Amendment”) is entered into as of September 30, 2020, by and between FIRST REPUBLIC BANK (“Lender”) and HAMILTON LANE ADVISORS, L.L.C. a Pennsylvania limited liability company (“Borrower”).
CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS [***], HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICALLY DISCLOSED.Multi-Draw Term Loan and Security Agreement • March 25th, 2020 • Hamilton Lane INC • Investment advice • New York
This MULTI-DRAW TERM LOAN AND SECURITY AGREEMENT (“Agreement”) dated March 24, 2020 (the “Effective Date”), between FIRST REPUBLIC BANK (“Lender”) and HAMILTON LANE ADVISORS, L.L.C., a Pennsylvania limited liability company (“Borrower”) provides the terms on which Lender will lend to Borrower and Borrower will repay Lender. The parties agree as follows:
