0001433642-17-000020 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification 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”).

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FORM OF FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HAMILTON LANE ADVISORS, L.L.C. Dated as of [ ], 2017
Limited Liability Company Agreement • February 16th, 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.

RESTRICTED STOCK AWARD AGREEMENT UNDER THE HAMILTON LANE INCORPORATED 2017 EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement • February 16th, 2017 • 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).

REGISTRATION RIGHTS AGREEMENT BY AND AMONG HAMILTON LANE INCORPORATED AND CERTAIN STOCKHOLDERS DATED AS OF [ ], 2017
Registration 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:

NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE HAMILTON LANE INCORPORATED 2017 EQUITY INCENTIVE PLAN
Non-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).

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