FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HAMILTON LANE ADVISORS, L.L.C. Dated as of March 6, 2017Limited Liability Company Agreement • March 10th, 2017 • Hamilton Lane INC • Investment advice • Pennsylvania
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of HAMILTON LANE ADVISORS, L.L.C. (the “Company”), dated as of March 6, 2017, is adopted, executed and agreed to, for good and valuable consideration, by and among the members listed on the Schedule of Members (as defined below), and shall be effective as of the Effective Time, subject to Section 14.15 below. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 2.1.
EXCHANGE AGREEMENTExchange Agreement • March 10th, 2017 • Hamilton Lane INC • Investment advice • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of March 6, 2017, is hereby entered into by and among Hamilton Lane Incorporated, a Delaware corporation (the “Corporation”), Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company (the “Company”), and the Company Unitholders (as defined herein).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • March 10th, 2017 • Hamilton Lane INC • Investment advice • Pennsylvania
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of March 6, 2017, is hereby entered into by and among Hamilton Lane Incorporated, a Delaware corporation (the “Corporation”), Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company (“HLA”), and each of the HLA Members (as defined below).
STOCKHOLDERS AGREEMENTStockholders Agreement • March 10th, 2017 • Hamilton Lane INC • Investment advice • Delaware
This STOCKHOLDERS AGREEMENT is executed as of March 6, 2017, to be effective from and after the Effective Date, by and among (i) Hamilton Lane Incorporated, a Delaware corporation (the “Corporation”), (ii) Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company (“HLA”), and (iii) the persons and entities listed on the signature pages hereto (collectively with their Affiliates, the “Class B Holders” and, individually, a “Class B Holder”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG HAMILTON LANE INCORPORATED AND CERTAIN STOCKHOLDERS DATED AS OF MARCH 6, 2017Registration Rights Agreement • March 10th, 2017 • Hamilton Lane INC • Investment advice • Delaware
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of March 6, 2017, is made by and among:
