FORM OF FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HAMILTON LANE ADVISORS, L.L.C. Dated as of [ ], 2017Limited Liability Company Agreement • February 14th, 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 [_____________], 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.
FORM OF EXCHANGE AGREEMENTExchange Agreement • February 14th, 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).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • February 14th, 2017 • Hamilton Lane INC • Investment advice • Pennsylvania
This TAX RECEIVABLE AGREEMENT (as amended from time to time, 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 (“HLA”), and each of the HLA Members (as defined below).
FORM OF STOCKHOLDERS AGREEMENTStockholders Agreement • February 14th, 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.
] Shares of Class A Common Stock Underwriting AgreementLetter 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
