0001433642-17-000002 Sample Contracts

FORM OF EXCHANGE AGREEMENT
Exchange Agreement • January 26th, 2017 • Hamilton Lane INC • Investment advice • Delaware

This EXCHANGE AGREEMENT (this “Agreement”), dated as of [__________], 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).

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