HOULIHAN LOKEY, INC. (a Delaware corporation) 3,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 20th, 2020 • Houlihan Lokey, Inc. • Investment advice • New York
CHAR1\1816983v5 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of August 2, 2022 (the “First Amendment Effective Date”), is entered into among HOULIHAN LOKEY, INC., a Delaware corporation (the...Credit Agreement • August 5th, 2022 • Houlihan Lokey, Inc. • Investment advice • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 27th, 2015 • Houlihan Lokey, Inc. • Investment advice • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ · ], 2015 by and between Houlihan Lokey, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
HOULIHAN LOKEY, INC. (a Delaware corporation) l Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2015 • Houlihan Lokey, Inc. • Investment advice • New York
Goldman, Sachs & Co., as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement
CREDIT AGREEMENT Dated as of August 18, 2015 among HOULIHAN LOKEY, INC., as the Borrower, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, and BANK OF AMERICA, N.A., as the LenderCredit Agreement • August 21st, 2015 • Houlihan Lokey, Inc. • Investment advice • New York
This CREDIT AGREEMENT is entered into as of August 18, 2015 among HOULIHAN LOKEY, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein) and BANK OF AMERICA, N.A., as the Lender.
HOULIHAN LOKEY, INC. (a Delaware corporation) 3,377,935 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 1st, 2019 • Houlihan Lokey, Inc. • Investment advice • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2015 • Houlihan Lokey, Inc. • Investment advice • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of August 18, 2015 (this “Agreement”), is by and among Houlihan Lokey, Inc., a Delaware corporation (the “Company”), and ORIX HLHZ Holding LLC, a Delaware limited liability company (“ORIX”).
Houlihan Lokey, Inc. 10250 Constellation Boulevard, 5th Floor Los Angeles, California 90067Houlihan Lokey, Inc. • August 21st, 2015 • Investment advice • Delaware
Pursuant to this Agreement (this “Agreement”), for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Houlihan Lokey, Inc., a Delaware corporation (“HL”), Fram Holdings, LLC, a Delaware limited liability company (“Fram”), ORIX USA Corporation, a Delaware corporation (“ORIX”), and, solely with respect to Section 7 hereof, the Shareholder Representative (as defined in the Contribution and Share Purchase Agreement), on behalf of himself and the HLHZ Security Holders (as defined in the Contribution and Share Purchase Agreement), hereby agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2015 • Houlihan Lokey, Inc. • Investment advice • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of August 18, 2015 (this “Agreement”), is by and among Houlihan Lokey, Inc., a Delaware corporation (the “Company”), and the HL Management Stockholders (as defined below).
FRAM HOLDINGS, INC. SECOND AMENDED AND RESTATED DEFERRED RESTRICTED STOCK AWARD GRANT NOTICE AND AGREEMENTGrant Notice and Agreement • August 3rd, 2015 • Houlihan Lokey, Inc. • Investment advice • Delaware
THIS DEFERRED RESTRICTED STOCK AWARD GRANT NOTICE AND AGREEMENT (the “Agreement”), effective as of the Grant Date set forth below (the “Grant Date”), is made by and between Fram Holdings, Inc., a Delaware corporation (the “Company”), and the individual Participant listed below (“Participant”):
HOULIHAN LOKEY, INC. STOCKHOLDERS’ AGREEMENT by and amongStockholders’ Agreement • August 21st, 2015 • Houlihan Lokey, Inc. • Investment advice • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of the eighteenth day of August, 2015 (the “Effective Date”), by and among Houlihan Lokey, Inc., a Delaware corporation (the “Company”), and the Holders who are signatories hereto (the “Holders”).
FRAM HOLDINGS, INC. SECOND AMENDED AND RESTATED RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 3rd, 2015 • Houlihan Lokey, Inc. • Investment advice
Fram Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its Second Amended and Restated 2006 Incentive Compensation Plan (as amended from time to time, the “Plan”), hereby grants to the individual listed below (“Participant”), the right to purchase the number of shares of the Company’s Series E Common Stock, par value $.000001 per share, set forth below (the “Restricted Shares”) at the purchase price set forth below. This restricted stock award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Agreement attached hereto as Exhibit “A” (the “Restricted Stock Agreement”) and the Plan, each of which are incorporated herein by reference. In addition, as a condition to the issuance of the Restricted Shares, if Participant is not already a party to such agreements, Participant must become a party to (a) the Third Amended and Restated Stockholders’ Agreement, dated as of February 17, 2009, by and among the Company and the stockholder
TRANSITION SERVICES AGREEMENT by and between ORIX USA, LP a Delaware limited partnership andTransition Services Agreement • August 21st, 2015 • Houlihan Lokey, Inc. • Investment advice • New York
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of August 18, 2015, is entered into by and between ORIX USA, LP, a Delaware limited partnership (“ORIX”), and Houlihan Lokey, Inc., a Delaware corporation (“HL”). ORIX and HL are referred herein as the “Parties” and, each, a “Party”.
AMENDED AND RESTATED TAX SHARING AGREEMENTTax Sharing Agreement • August 21st, 2015 • Houlihan Lokey, Inc. • Investment advice • New York
This Amended and Restated Tax Sharing Agreement (this “Agreement”) is made and entered into this 18th day of August, 2015 by and among ORIX USA Corporation, a Delaware corporation (hereinafter referred to as “Parent”), HL Transitory Merger Company, Inc., a Delaware corporation (“NewCo”), and Houlihan Lokey, Inc., a Delaware corporation (“Houlihan Lokey”) and all corporations that are as of this date eligible to file a consolidated return as a member of the affiliated group of Parent within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (the “IRC”), including ORIX Commercial Alliance Corporation, a Delaware corporation (“OCAC”), ORIX Real Estate Capital, Inc., a Delaware corporation (“OREC”), and ORIX Capital Markets, LLC, a Delaware limited liability company that has elected to be treated as a C corporation for U.S. federal income tax purposes (“OCM”) (each hereinafter referred to as “Member” in the singular and/or plural, including Parent, as the conte
HOULIHAN LOKEY, INC. AMENDED AND RESTATED 2006 INCENTIVE COMPENSATION PLANHoulihan Lokey, Inc. • August 3rd, 2015 • Investment advice • Delaware
The purpose of the Houlihan Lokey, Inc. Amended and Restated 2006 Incentive Compensation Plan (the “Plan”) is to promote the success and enhance the value of Houlihan Lokey, Inc. (the “Company”) by providing Eligible Individuals with a long-term performance incentive in order to generate superior returns for the Company’s stockholders and to further motivate and retain such individuals. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of key service providers upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.
HOULIHAN LOKEY, INC. (a Delaware corporation) 3,500,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2017 • Houlihan Lokey, Inc. • Investment advice • New York
FORWARD SHARE PURCHASE AGREEMENT dated as of February 6, 2017 between HOULIHAN LOKEY, INC. and ORIX HLHZ HOLDING LLCForward Share Purchase Agreement • February 10th, 2017 • Houlihan Lokey, Inc. • Investment advice • New York
This Forward Share Purchase Agreement, dated as of February 6, 2017 (this “Agreement”), is made between Houlihan Lokey, Inc., a Delaware Corporation (the “Company”), and ORIX HLHZ Holding LLC, a Delaware limited liability company (“ORIX”).
HOULIHAN LOKEY, INC. (a Delaware corporation) 3,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 4th, 2018 • Houlihan Lokey, Inc. • Investment advice • New York
JOINT FILING AGREEMENTJoint Filing Agreement • December 7th, 2016 • Houlihan Lokey, Inc. • Investment advice
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
FORM OF HL LOCK-UP AGREEMENTHoulihan Lokey, Inc. • July 10th, 2015 • Investment advice • Delaware
For good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of, and subject to any conditions and limitations imposed by, a majority of the board of directors of the Company (the “Board of Directors”) or, during the Supermajority Period (as defined below), at least two-thirds of the Board of Directors, the undersigned will not, to the fullest extent permitted by law, (i) sell, transfer, assign, gift, bequest or dispose by any other means, whether for value or no value and whether voluntary or involuntary (including, without limitation, by realization upon any Encumbrance (as defined herein) or by operation of law or by judgment, levy, attachment, garnishment, bankruptcy or other legal or equitable proceedings) (“Transfer”, and the term “Transferable” shall have a correlative meaning) or (ii) grant a security interest, lien, charge, claim, community or other marital property interest; pledge, alienate
HOULIHAN LOKEY, INC. (a Delaware corporation) 8,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2017 • Houlihan Lokey, Inc. • Investment advice • New York
CASH MANAGEMENT AGREEMENTCash Management Agreement • July 27th, 2015 • Houlihan Lokey, Inc. • Investment advice • England and Wales
THIS CASH MANAGEMENT AGREEMENT (this “Agreement”) is entered into on , 2015, by and between Houlihan Lokey Capital (Holdings) Ltd., a UK private limited company (“HL UK”), and ORIX Global Capital, Ltd., a UK private limited company (“OGC”).
VOTING TRUST AGREEMENTVoting Trust Agreement • August 21st, 2015 • Houlihan Lokey, Inc. • Investment advice • Delaware
THIS VOTING TRUST AGREEMENT (the “Agreement”) is made as of August 18, 2015, by and among Houlihan Lokey, Inc., a Delaware corporation (the “Company”), the undersigned holders of shares of Class B common stock of the Company (collectively, the “Stockholders”), and each Trustee (as defined in Section 1), for the purpose of creating a voting trust (the “Trust”) with respect to all of the issued and outstanding shares of Class B common stock of the Company held by the Stockholders as of the date hereof, after giving effect to sales by the Stockholders in the Company’s initial public offering (the “Shares”).
AMENDMENT NO. 1 TO VOTING TRUST AGREEMENTVoting Trust Agreement • August 28th, 2015 • Houlihan Lokey, Inc. • Investment advice • Delaware
THIS AMENDMENT NO. 1 (this “Amendment”), dated as of August 28, 2015, to the Voting Trust Agreement, is made by and among Houlihan Lokey, Inc., a Delaware corporation (the “Company”), and the Trustees (as defined in the Voting Trust Agreement). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Voting Trust Agreement (as defined below).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 2nd, 2017 • Houlihan Lokey, Inc. • Investment advice • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of July 28, 2017 (this “Agreement”) is entered into among HOULIHAN LOKEY, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, and Bank of America, N.A., as Lender (the “Lender”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
HOULIHAN LOKEY, INC. (a Delaware corporation) 4,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2018 • Houlihan Lokey, Inc. • Investment advice • New York
Houlihan Lokey, Inc., a Delaware corporation (the “Company”), and the persons listed on Schedule B hereto (the “Selling Stockholders”), confirm their respective agreements with Morgan Stanley & Co. LLC (the “Underwriter”), with respect to the sale by the Company and the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriter of the respective numbers of shares of Class A Common Stock, par value $0.001 per share, of the Company (“Class A Common Stock”) set forth in Schedules A and B hereto (the “Securities”).
August 15, 2019 Houlihan Lokey, Inc. 10250 Constellation Blvd., 5th Floor Los Angeles, CA 90067Houlihan Lokey, Inc. • August 16th, 2019 • Investment advice
Re: Credit Agreement, dated as of August 18, 2015 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”), among Houlihan Lokey, Inc., a Delaware corporation (the “Borrower”), the Guarantors party thereto, and Bank of America, N.A., as the Lender. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreement.
CASH MANAGEMENT AGREEMENTCash Management Agreement • August 21st, 2015 • Houlihan Lokey, Inc. • Investment advice • England and Wales
THIS CASH MANAGEMENT AGREEMENT (this “Agreement”) is entered into on August 18, 2015, by and between Houlihan Lokey Capital (Holdings) Ltd., a UK private limited company (“HL UK”), and ORIX Global Capital, Ltd., a UK private limited company (“OGC”).
GUARANTEE AGREEMENT dated as of August 18, 2015 among ORIX USA CORPORATION and HOULIHAN LOKEY CAPITAL (HOLDINGS) LTD.Guarantee Agreement • August 21st, 2015 • Houlihan Lokey, Inc. • Investment advice • New York
GUARANTEE AGREEMENT dated as of August 18, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), between ORIX USA Corporation, a Delaware corporation (“ORIX”), and Houlihan Lokey Capital (Holdings) Ltd., a UK private limited Company (“HL UK”).
AMENDMENT NO. 2 TO VOTING TRUST AGREEMENTVoting Trust Agreement • October 19th, 2018 • Houlihan Lokey, Inc. • Investment advice • Delaware
THIS AMENDMENT NO. 2 (this “Amendment”), dated as of October 18, 2018, to the Voting Trust Agreement, is made by and among Houlihan Lokey, Inc., a Delaware corporation (the “Company”), and the Trustees (as defined in the Voting Trust Agreement). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Voting Trust Agreement (as defined below).
FORWARD SHARE PURCHASE AGREEMENT dated as of January 26, 2018 between HOULIHAN LOKEY, INC. and ORIX HLHZ HOLDING LLCForward Share Purchase Agreement • March 15th, 2018 • Houlihan Lokey, Inc. • Investment advice • New York
This Forward Share Purchase Agreement, dated as of January 26, 2018 (this “Agreement”), is made between Houlihan Lokey, Inc., a Delaware Corporation (the “Company”), and ORIX HLHZ Holding LLC, a Delaware limited liability company (“ORIX”).
VOTING TRUST AGREEMENTVoting Trust Agreement • July 10th, 2015 • Houlihan Lokey, Inc. • Investment advice • Delaware
THIS VOTING TRUST AGREEMENT (the “Agreement”) is made as of [n], 2015, by and among Houlihan Lokey, Inc., a Delaware corporation (the “Company”), the undersigned holders of shares of Class B common stock of the Company (collectively, the “Stockholders”), and each Trustee (as defined in Section 1), for the purpose of creating a voting trust (the “Trust”) with respect to all of the issued and outstanding shares of Class B common stock of the Company held by the Stockholders as of the date hereof, after giving effect to sales by the Stockholders in the Company’s initial public offering (the “Shares”).
