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.
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).
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”).
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
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”).
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”).
