0001433642-18-000024 Sample Contracts

Lock-Up Agreement
Lock-Up Agreement • March 23rd, 2018 • Hamilton Lane INC • Investment advice • New York

The undersigned understands that J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several Underwriters (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Hamilton Lane Incorporated, a Delaware corporation (the “Company”), Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company, and the selling stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A Common Stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. References to shares of Common Stock shall be deemed to refer to shares of any class of stock of the Company.

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JOINT FILING AGREEMENT
Joint Filing Agreement • March 23rd, 2018 • Hamilton Lane INC • Investment advice

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

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