FRAM HOLDINGS, INC. SECOND AMENDED AND RESTATED DEFERRED RESTRICTED STOCK AWARD GRANT NOTICE AND AGREEMENTGrant Notice and Agreement • July 10th, 2015 • Houlihan Lokey, Inc. • Investment advice • Delaware
THIS DEFERRED RESTRICTED STOCK AWARD GRANT NOTICE AND AGREEMENT (the “Agreement”), effective as of the Grant Date set forth below (the “Grant Date”), is made by and between Fram Holdings, Inc., a Delaware corporation (the “Company”), and the individual Participant listed below (“Participant”):
FRAM HOLDINGS, INC. SECOND AMENDED AND RESTATED RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 10th, 2015 • Houlihan Lokey, Inc. • Investment advice
Fram Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its Second Amended and Restated 2006 Incentive Compensation Plan (as amended from time to time, the “Plan”), hereby grants to the individual listed below (“Participant”), the right to purchase the number of shares of the Company’s Series E Common Stock, par value $.000001 per share, set forth below (the “Restricted Shares”) at the purchase price set forth below. This restricted stock award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Agreement attached hereto as Exhibit “A” (the “Restricted Stock Agreement”) and the Plan, each of which are incorporated herein by reference. In addition, as a condition to the issuance of the Restricted Shares, if Participant is not already a party to such agreements, Participant must become a party to (a) the Third Amended and Restated Stockholders’ Agreement, dated as of February 17, 2009, by and among the Company and the stockholder
FORM OF HL LOCK-UP AGREEMENTHoulihan Lokey, Inc. • July 10th, 2015 • Investment advice • Delaware
For good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of, and subject to any conditions and limitations imposed by, a majority of the board of directors of the Company (the “Board of Directors”) or, during the Supermajority Period (as defined below), at least two-thirds of the Board of Directors, the undersigned will not, to the fullest extent permitted by law, (i) sell, transfer, assign, gift, bequest or dispose by any other means, whether for value or no value and whether voluntary or involuntary (including, without limitation, by realization upon any Encumbrance (as defined herein) or by operation of law or by judgment, levy, attachment, garnishment, bankruptcy or other legal or equitable proceedings) (“Transfer”, and the term “Transferable” shall have a correlative meaning) or (ii) grant a security interest, lien, charge, claim, community or other marital property interest; pledge, alienate
VOTING TRUST AGREEMENTVoting Trust Agreement • July 10th, 2015 • Houlihan Lokey, Inc. • Investment advice • Delaware
THIS VOTING TRUST AGREEMENT (the “Agreement”) is made as of [n], 2015, by and among Houlihan Lokey, Inc., a Delaware corporation (the “Company”), the undersigned holders of shares of Class B common stock of the Company (collectively, the “Stockholders”), and each Trustee (as defined in Section 1), for the purpose of creating a voting trust (the “Trust”) with respect to all of the issued and outstanding shares of Class B common stock of the Company held by the Stockholders as of the date hereof, after giving effect to sales by the Stockholders in the Company’s initial public offering (the “Shares”).
