0001433642-18-000004 Sample Contracts

DIRECTOR RESTRICTED STOCK AWARD AGREEMENT UNDER THE HAMILTON LANE INCORPORATED 2017 EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement • February 9th, 2018 • 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).

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AMENDMENT No. 1 TO THE EXCHANGE AGREEMENT
Exchange Agreement • February 9th, 2018 • Hamilton Lane INC • Investment advice

This AMENDMENT No. 1 TO THE EXCHANGE AGREEMENT is entered into as of February 6, 2018 among Hamilton Lane Incorporated (the “Corporation”), Hamilton Lane Advisors, Inc., Hamilton Lane Advisors, L.L.C. (the “Company”), HL Management Investors, LLC, HLA Investments, LLC and Mario L. Giannini. Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to them in that certain Exchange Agreement as of March 6, 2017, by and among the Corporation, Hamilton Lane Advisors, Inc., the Company, Hamilton Lane Advisors, L.L.C., HL Management Investors, LLC, HLA Investments, LLC and the other persons and entities party thereto (the “Exchange Agreement”).

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