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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2015 • Houlihan Lokey, Inc. • Investment advice • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of [·], 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2015 • Houlihan Lokey, Inc. • Investment advice • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of [·], 2015 (this “Agreement”), is by and among Houlihan Lokey, Inc., a Delaware corporation (the “Company”), and the HL Management Stockholders (as defined below).
HOULIHAN LOKEY, INC. STOCKHOLDERS’ AGREEMENT by and among HOULIHAN LOKEY, INC., a Delaware corporation and the HOLDERS identified herein Dated as of [·], 2015Stockholders’ Agreement • July 27th, 2015 • Houlihan Lokey, Inc. • Investment advice • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of the [·] day of [·], 2015 (the “Effective Date”), by and among Houlihan Lokey, Inc., a Delaware corporation (the “Company”), and the Holders who are signatories hereto (the “Holders”).
TRANSITION SERVICES AGREEMENT by and between ORIX USA, LP a Delaware limited partnership and HOULIHAN LOKEY, INC. a Delaware corporation Dated as of [ · ], 2015Transition Services Agreement • July 27th, 2015 • Houlihan Lokey, Inc. • Investment advice • New York
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [ · ], 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 • July 27th, 2015 • Houlihan Lokey, Inc. • Investment advice • New York
This Amended and Restated Tax Sharing Agreement (this “Agreement”) is made and entered into this day of [ · ], 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 context may
HL Letterhead]Houlihan Lokey, Inc. • July 27th, 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:
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”).
