INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 19th, 2021 • Hamilton Lane Alliance Holdings I, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 12, 2021, by and between Hamilton Lane Alliance Holdings I, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • December 31st, 2020 • Hamilton Lane Alliance Holdings I, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Hamilton Lane Alliance Holdings I, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2021 • Hamilton Lane Alliance Holdings I, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 15, 2021, is made and entered into by and among Hamilton Lane Alliance Holdings I, Inc., a Delaware corporation (the “Company”), HL Alliance Holdings Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, the member of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 19th, 2021 • Hamilton Lane Alliance Holdings I, Inc. • Blank checks
This Indemnification Agreement (“Agreement”) is made and entered into as of this 15th day of January, 2021, by and between Hamilton Lane Alliance Holdings I, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • January 19th, 2021 • Hamilton Lane Alliance Holdings I, Inc. • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of January 12, 2021, is entered into by and among Hamilton Lane Alliance Holdings I, Inc., a Delaware corporation (the “Company”), and HL Alliance Holdings Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 31st, 2020 • Hamilton Lane Alliance Holdings I, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Hamilton Lane Alliance Holdings I, Inc., a Delaware corporation (the “Company”), HL Alliance Holdings Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, the member of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Hamilton Lane Alliance Holdings I, Inc.Hamilton Lane Alliance Holdings I, Inc. • December 17th, 2020 • Blank checks • New York
We are pleased to accept the offer HL Alliance Holdings Sponsor LLC (the “Subscriber” or “you”) has made to purchase 14,375,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” and together with all other classes of common stock of the Company (as defined below), the “Common Stock”), up to 1,875,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Hamilton Lane Alliance Holdings I, Inc., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
WARRANT AGREEMENTWarrant Agreement • January 19th, 2021 • Hamilton Lane Alliance Holdings I, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 15, 2021, is by and between Hamilton Lane Alliance Holdings I, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
HAMILTON LANE ALLIANCE HOLDINGS I, INC. 24,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2021 • Hamilton Lane Alliance Holdings I, Inc. • Blank checks • New York
Hamilton Lane Alliance Holdings I, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 24,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,600,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
Hamilton Lane Alliance Holdings I, Inc. 1 Presidential Blvd., Floor 4 Bala Cynwyd, PA 19004 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 31st, 2020 • Hamilton Lane Alliance Holdings I, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Hamilton Lane Alliance Holdings I, Inc., a Delaware corporation (the “Company”), and J.P. Morgan Securities, LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased by the Underwriters to cover over-allotments, if any) (the “Units”), each comprising one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adj
Hamilton Lane Alliance Holdings I, Inc. 1 Presidential Blvd., Floor 4 Bala Cynwyd, PA 19004Letter Agreement • January 19th, 2021 • Hamilton Lane Alliance Holdings I, Inc. • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Hamilton Lane Alliance Holdings I, Inc., a Delaware corporation (the “Company”), and J.P. Morgan Securities, LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 27,600,000 of the Company’s units (including up to 3,600,000 units that may be purchased by the Underwriters to cover over-allotments, if any) (the “Units”), each comprising one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adj
