8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 18, 2015

Houlihan Lokey, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	6282	95-2770395
(State or Other Jurisdiction of Incorporation)	(Preliminary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

10250 Constellation Blvd., 5th Floor Los Angeles, CA	90067
(Address of Principal Executive Offices)	(Zip Code)

(310) 553-8871

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 1.01. Entry into a Material Definitive Agreement.

On August 18, 2015, Houlihan Lokey, Inc. (the “Company”) closed its initial public offering (the “IPO”) of 12,075,000 shares of the Company’s Class A common stock, $0.001 par value per share (the “Class A Common Stock”), at an offering price of $21.00 per share, pursuant to the Company’s registration statement on Form S-1 (File No. 333-205610), as amended (the “Registration Statement”).  Effective upon the consummation of the IPO, the Company entered into the following agreements previously filed as exhibits to the Registration Statement:

·Voting Trust Agreement, dated as of August 18, 2015, by and among the Company, the holders of shares of Class B common stock party thereto, and each trustee named therein, a copy of which is filed as Exhibit 9.1 to this Current Report on Form 8-K and is incorporated herein by reference;

·Stockholders’ Agreement, dated as of August 18, 2015, by and among the Company and the holders identified therein, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference;

·Registration Rights Agreement, dated as of August 18, 2015, by and between the Company and ORIX HLHZ Holding, LLC, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference;

·Registration Rights Agreement, dated as of August 18, 2015, by and among the Company and the stockholders party thereto, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference;

·Transition Services Agreement, dated as of August 18, 2015, by and between ORIX USA, LP and the Company, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference;

·Amended and Restated Subordinated Promissory Note, effective as of August 18, 2015, issued by the Company to ORIX USA Corporation, a copy of which is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference;

·Credit Agreement, dated as of August 18, 2015, by and among the Company, certain domestic subsidiaries of the Company party thereto and Bank of America, N.A., a copy of which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated herein by reference;

·Amended and Restated Tax Sharing Agreement, dated as of August 18, 2015, by and among ORIX USA Corporation, HL Transitory Merger Company, Inc., the Company, and all corporations that are as of this date eligible to file a consolidated return as a member of the affiliated group of ORIX USA Corporation within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended, including ORIX Commercial Alliance Corporation, ORIX Real Estate Capital, Inc., and ORIX Capital Markets, LLC, a copy of which is filed as Exhibit 10.7 to this Current Report on Form 8-K and is incorporated herein by reference;

·Cash Management Agreement, entered into on August 18, 2015, by and between Houlihan Lokey Capital (Holdings) Ltd. And ORIX Global Capital, Ltd., a copy of which is filed as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated herein by reference;

·Guarantee Agreement, dated as of August 18, 2015, by and between Houlihan Lokey Capital (Holdings) Ltd. and ORIX USA Corporation, a copy of which is filed as Exhibit 10.9 to this Current Report on Form 8-K and is incorporated herein by reference;

·Letter Agreement, dated as of August 18, 2015, by and among the Company, ORIX USA Corporation and Fram Holdings, LLC, a copy of which is filed as Exhibit 10.10 to this Current Report on Form 8-K and is incorporated herein by reference.

A summary of each of the foregoing agreements can be found in the Registration Statement, and each is incorporated herein by reference. In addition, the descriptions of the foregoing agreements are qualified in their entirety by reference to the complete terms and conditions of such agreements filed as Exhibit 9.1, Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5, Exhibit 10.6, Exhibit 10.7, Exhibit 10.8, Exhibit 10.9 and 10.10 hereto, and incorporated herein by reference.

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Item 5.03. Amendments to Certificate of Incorporation or Bylaws.

Amended and Restated Certificate of Incorporation

On August 18, 2015, prior to the closing of the IPO, the Company amended and restated its certificate of incorporation (as amended and restated, the “Certificate of Incorporation”), which was filed with the Secretary of State of the State of Delaware on August 18, 2015.  The Certificate of Incorporation amends and restates in its entirety the Company’s original certificate of incorporation, which was filed with the Secretary of State of the State of Delaware on June 1, 2015.

The Certificate of Incorporation, among other things: (i) increases the authorized number of shares of common stock to 2,000,000,000 shares (1,000,000,000 shares of Class A Common Stock and 1,000,000,000 shares of Class B Common Stock, respectively, par value $0.001); (ii) authorizes 5,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company’s board of directors in one or more series; (iii) establishes a classified board of directors, divided into three classes, each of whose members will serve for staggered three-year terms; (iv) provides that, after the Final Conversion Date (as defined therein), directors of the Company may be removed from office only for cause and (v) designates, unless otherwise consented to by the Company, the Court of Chancery of the State of Delaware to be the sole and exclusive forum for certain actions, including, but not limited to, derivative actions or proceedings brought on behalf of the Company or actions asserting claims of breach of a fiduciary duty owed by, or other wrongdoing by, any of the Company’s directors, officers, employees or agents to the Company or the Company’s stockholders.

The foregoing description of the Certificate of Incorporation and the description contained in the Registration Statement are qualified in their entirety by reference to the full text of the Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Amended and Restated Bylaws

On August 18, 2015, prior to the closing of the IPO, the Company amended and restated its By-laws (as amended and restated, the “Bylaws”).  The Bylaws amend and restate the Company’s initial bylaws in their entirety to, among other things: (i) establish procedures relating to the presentation of stockholder proposals at stockholder meetings; (ii) establish procedures relating to the nomination of directors; and (iii) conform to the amended provisions of the Certificate of Incorporation.

The foregoing description and the description contained in the Registration Statement are qualified in their entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of the Company, dated August 18, 2015
3.2	Amended and Restated Bylaws of the Company, dated August 18, 2015
9.1	Voting Trust Agreement, dated as of August 18, 2015, by and among the Company, the holders of shares of Class B common stock party thereto, and each trustee named therein
10.1	Stockholders’ Agreement, dated as of August 18, 2015, by and among the Company and the holders identified therein
10.2	Registration Rights Agreement, dated as of August 18, 2015, by and between the Company and ORIX HLHZ Holding, LLC
10.3	Registration Rights Agreement, dated as of August 18, 2015, by and among the Company and the stockholders party thereto
10.4	Transition Services Agreement, dated as of August 18, 2015, by and between ORIX USA, LP and the Company
10.5	Amended and Restated Subordinated Promissory Note, effective as of August 18, 2015, issued by the Company to ORIX USA Corporation
10.6	Credit Agreement, dated as of August 18, 2015, by and among the Company, certain domestic subsidiaries of the Company party thereto and Bank of America, N.A.
10.7	Amended and Restated Tax Sharing Agreement, dated as of August 18, 2015, by and among ORIX USA Corporation, HL Transitory Merger Company, Inc., the Company, and all corporations that are as of this date eligible to file a consolidated return as a member of the affiliated group of ORIX USA Corporation within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended, including ORIX Commercial Alliance Corporation, ORIX Real Estate Capital, Inc., and ORIX Capital Markets, LLC
10.8	Cash Management Agreement, entered into on August 18, 2015, by and between Houlihan Lokey Capital (Holdings) Ltd. And ORIX Global Capital, Ltd
10.9	Guarantee Agreement, dated as of August 18, 2015, by and between Houlihan Lokey Capital (Holdings) Ltd. and ORIX USA Corporation
10.10	Letter Agreement, dated as of August 18, 2015, by and among the Company, ORIX USA Corporation and Fram Holdings, LLC

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOULIHAN LOKEY, INC.
By:	/s/ J. Lindsey Alley
Name:	J. Lindsey Alley
Title:	Chief Financial Officer

Date: August 21, 2015

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INDEX TO EXHIBITS

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of the Company, dated August 18, 2015
3.2	Amended and Restated Bylaws of the Company, dated August 18, 2015
9.1	Voting Trust Agreement, dated as of August 18, 2015, by and among the Company, the holders of shares of Class B common stock party thereto, and each trustee named therein
10.1	Stockholders’ Agreement, dated as of August 18, 2015, by and among the Company and the holders identified therein
10.2	Registration Rights Agreement, dated as of August 18, 2015, by and between the Company and ORIX HLHZ Holding, LLC
10.3	Registration Rights Agreement, dated as of August 18, 2015, by and among the Company and the stockholders party thereto
10.4	Transition Services Agreement, dated as of August 18, 2015, by and between ORIX USA, LP and the Company
10.5	Amended and Restated Subordinated Promissory Note, effective as of August 18, 2015, issued by the Company to ORIX USA Corporation
10.6	Credit Agreement, dated as of August 18, 2015, by and among the Company, certain domestic subsidiaries of the Company party thereto and Bank of America, N.A.
10.7	Amended and Restated Tax Sharing Agreement, dated as of August 18, 2015, by and among ORIX USA Corporation, HL Transitory Merger Company, Inc., the Company, and all corporations that are as of this date eligible to file a consolidated return as a member of the affiliated group of ORIX USA Corporation within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended, including ORIX Commercial Alliance Corporation, ORIX Real Estate Capital, Inc., and ORIX Capital Markets, LLC
10.8	Cash Management Agreement, entered into on August 18, 2015, by and between Houlihan Lokey Capital (Holdings) Ltd. And ORIX Global Capital, Ltd
10.9	Guarantee Agreement, dated as of August 18, 2015, by and between Houlihan Lokey Capital (Holdings) Ltd. and ORIX USA Corporation
10.10	Letter Agreement, dated as of August 18, 2015, by and among the Company, ORIX USA Corporation and Fram Holdings, LLC

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

HOULIHAN LOKEY, INC.

Houlihan Lokey, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, hereby certifies that:

FIRST:The present name of the corporation is Houlihan Lokey, Inc.  The name under which this corporation was originally incorporated is Houlihan Lokey, Inc.

SECOND:The certificate of incorporation of this corporation was originally filed with the Secretary of State of the State of Delaware on June 1, 2015.

THIRD:This Amended and Restated Certificate of Incorporation, which restates and further amends the provisions of this corporation’s certificate of incorporation, has been duly adopted in accordance with the provisions of Sections 242, 245 and 228 of the General Corporation Law of the State of Delaware.

FOURTH:The certificate of incorporation of this corporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

The name of this corporation is Houlihan Lokey, Inc. (the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is the Corporation Trust Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

A.Classes of Stock.  The Corporation is authorized to issue shares of three classes of capital stock designated, respectively, “Class A Common Stock,” “Class B Common Stock” and “Preferred Stock.” The total number of shares of capital stock that the Corporation is authorized to issue is 2,005,000,000 shares, consisting of: 1,000,000,000 shares of Class A

Common Stock, par value $0.001 per share (the “Class A Common Stock”), 1,000,000,000 shares of Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”, and together with the Class A Common Stock, the “Common Stock”) and 5,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”).

Upon the Effective Time, each share of the existing common stock, par value $0.0001 per share, of the Corporation (“Old Common Stock”) issued and outstanding immediately prior to the Effective Time shall be reclassified as and changed into one validly issued, fully paid and nonassessable share of Class A Common Stock, par value $0.001 per share, of the Corporation (“New Common Stock”).  Each stock certificate (if any) that theretofore represented shares of Old Common Stock shall thereafter represent that number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified, provided, however, that each person holding of record a stock certificate or certificates that represented shares of Old Common Stock shall be entitled to receive, upon surrender of such certificate or certificates, a new certificate or certificates evidencing and representing the number of shares of New Common Stock to which the shares of Old Common Stock have been reclassified and changed.

B.Preferred Stock.  The Board of Directors of the Corporation (the “Board of Directors”) is authorized to provide for the issuance of shares of Preferred Stock in one or more series and, by filing a certificate pursuant to the DGCL (such certificate being hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the designation of and number of shares to be included in each such series, and to fix the voting powers, full or limited, or no voting powers and the powers, privileges, preferences and relative, participating, optional or other special rights, and any qualifications, limitations or restrictions thereof, of the shares of each such series.  Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of the Preferred Stock voting separately as a class shall be required therefor.

C.Common Stock.  The powers, privileges, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, of the shares of the Class A Common Stock and Class B Common Stock are as follows:

1.Voting Rights.  Except as otherwise expressly provided herein or required by applicable law, on any matter (including the election of directors) that is submitted to a vote of the stockholders, (i) each holder of Class A Common Stock, as such, shall be entitled to one vote for each share of Class A Common Stock held in such holder’s name on the books of the Corporation as of the record date for voting or acting by written consent, as the case may be; (ii) each holder of Class B Common Stock, as such, shall be entitled to ten votes for each share of Class B Common Stock held in such holder’s name on the books of the Corporation as of the record date for voting or acting by written consent, as the case may be; and (iii) the holders of Class A Common Stock and Class B Common Stock shall vote together as a single class; provided, however, that the number of authorized shares of Class A Common Stock or Class B

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Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of the Class A Common Stock or Class B Common Stock voting separately as a class shall be required therefor.  Notwithstanding anything to the contrary set forth herein, the holders of Class A Common Stock and Class B Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation (including any Preferred Stock Designation) or pursuant to the DGCL.

2.Restrictions on Transfer.

a.Unless approved by the affirmative vote of a majority of the members of the Board of Directors, to the maximum extent permitted under applicable law, until the seventh anniversary of the Effective Time, no holder of Class B Common Stock shall Transfer any shares of Class B Common Stock or Class A Common Stock that has been issued to such holder upon the conversion of such holder’s Class B Common Stock pursuant to Section C.4.a. herein (or any interest therein) to any person or entity other than (i) ORIX, (ii) any ORIX Entity, (iii) the Corporation, (iv) any stockholder of the Corporation who (x) is an employee of the Corporation at the time of Transfer and (y) was previously issued shares of Common Stock directly by the Corporation or (v) a living trust approved by the Corporation prior to such Transfer (each, a “Permitted Transferee”); provided, that upon the consent of a majority of the members of the Board of Directors, the Board of Directors may, in its sole discretion, waive the restrictions of this Section C.2.a. with respect to any stockholder of the Corporation; provided, further, that the restrictions of this Section C.2.a. shall not apply to (1) Transfers by ORIX or any ORIX Entity, (2) Transfers in compliance with the provisions of (x) an applicable HL Lock-Up Agreement by a holder who entered into the HL Voting Trust Agreement and an HL Lock-Up Agreement or (y) other arrangements with substantially similar terms, including with respect to both transfer restrictions and voting, entered into between a holder and the Corporation or (3) Transfers to or by the HL Voting Trust.  Any such Transfer of shares not made in accordance with this Section C.2.a. shall be void, and the Corporation shall not treat the transferee in such transaction as a holder of such shares for any purpose.  If, after 30 days’ notice to a holder from the Corporation of his, her or its violation of this Section C.2.a., the holder does not rescind the attempted Transfer, the Corporation shall have the right in its sole discretion to redeem any shares of Class A Common Stock or Class B Common Stock, as applicable, Transferred (or attempted to be so Transferred) in violation of this Section C.2.a. for a per share redemption price equal to the Corporation Book Value of such shares as of the end of the most recently completed calendar month prior to the redemption.  The redemption price shall be paid, at the sole discretion of the Board of Directors, in the form of a ten-year promissory note in a form and including other terms approved by the majority of the members of the Board of Directors, or, in any other form of consideration determined by the Board of Directors in its sole discretion with terms no less favorable to the redeemed holder than the terms of such note as determined by the Board of Directors in its sole discretion.

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b.Notice of any redemption pursuant to Section C.2.a. shall be given by or on behalf of the Corporation not more than ten days after the date of redemption, by any means designated by the Board of Directors, to all holders of record of Class A Common Stock or Class B Common Stock whose shares are redeemed; provided, however, that failure to give such notice or any defect therein shall not affect the validity of the proceedings for the redemption of any shares of Class A Common Stock and/or Class B Common Stock.  In addition to any information required by law, such notice shall state:  (i) the redemption date; (ii) the redemption price; and (iii) the number and series of shares of Class A Common Stock or Class B Common Stock redeemed and, if less than all shares held by such holder are redeemed, the number of such shares redeemed from such holder.  Upon the adoption of resolutions by the Board of Directors to redeem any shares of Class A Common Stock or Class B Common Stock, such shares of Class A Common Stock or Class B Common Stock, as applicable, shall no longer be entitled to dividends, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Class A Common Stock or Class B Common Stock, as applicable, and all rights of the holders thereof as stockholders of the Corporation with respect to such shares (except the right to receive from the Corporation the redemption price) shall cease.

3.Equal Treatment.  Except as otherwise expressly provided herein (such as voting rights as set forth in Section C.1 above) or required by applicable law, shares of Class A Common Stock and Class B Common Stock shall have the same rights and privileges and rank equally, share ratably and be identical in all respects as to all matters, including, without limitation:

a.Dividends.  Subject to applicable law, the other provisions of this Certificate of Incorporation and the rights, if any, of the holders of any outstanding series of Preferred Stock, the holders of Class A Common Stock and Class B Common Stock shall be entitled to such dividends, if any, as may be declared thereon by the Board of Directors from time to time in its sole discretion out of assets or funds of the Corporation legally available therefor.  The holders of Class A Common Stock and Class B Common Stock shall be treated equally, identically and ratably, on a per share basis, with respect to the declaration and payment of any dividend payable on the shares of Common Stock, unless different treatment of the shares of each such class is approved by the affirmative votes of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class; provided, however, that in the event a dividend is paid in the form of Class A Common Stock or Class B Common Stock (or Rights to acquire such stock), then holders of Class A Common Stock shall receive Class A Common Stock (or Rights to acquire such stock, as the case may be), and holders of Class B Common Stock shall receive Class B Common Stock (or Rights to acquire such stock, as the case may be), with holders of Class A Common Stock and Class B Common Stock receiving an identical number of shares of Class A Common Stock or Class B Common Stock (or Rights to acquire such stock, as the case may be).

b.Liquidation.  In the event of any dissolution, liquidation or winding-up of the affairs of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation and after making provision for the entitlements of holders of any series of Preferred Stock, the remaining assets and funds of the Corporation, if any, shall be divided among and paid ratably to the holders of the shares of Class A Common Stock and Class B Common Stock, treated as a single class,

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unless different treatment of the shares of each such class is approved by the affirmative votes of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class.  A Change of Control Transaction shall not be considered a dissolution, liquidation, or winding-up of the Corporation within the meaning of this Section C.3.b.

c.Subdivision, Combination or Reclassification.  If the Corporation in any manner subdivides, combines or reclassifies the outstanding shares of Class A Common Stock or Class B Common Stock, the outstanding shares of the other such class shall be proportionately subdivided, combined or reclassified concurrently therewith in a manner that maintains the same proportionate equity ownership between the holders of the outstanding Class A Common Stock and Class B Common Stock on the record date for such subdivision, combination or reclassification, unless different treatment of the shares of each such class is approved by the affirmative votes of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class.

d.Change of Control Transaction.  In connection with any Change of Control Transaction, shares of Class A Common Stock and Class B Common Stock shall be treated equally, identically and ratably, on a per share basis, with respect to any consideration into which such shares are converted or any consideration paid or otherwise distributed to stockholders of the Corporation, unless different treatment of the shares of each such class is approved by the affirmative votes of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class.

4.Conversion of Class B Common Stock.

a.Optional Conversion.  A holder of Class B Common Stock may at any time, at such holder’s option, convert any or all of such holder’s shares into Class A Common Stock at the rate of one share of Class A Common Stock for each share of Class B Common Stock so converted.  Before any holder of Class B Common Stock shall be entitled to convert any shares of Class B Common Stock held thereby into shares of Class A Common Stock pursuant to this Section C.4.a., such holder shall surrender the certificate or certificates representing the shares of Class B Common Stock to be converted, duly endorsed, at the office of the Corporation or of any transfer agent for such stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates representing the shares of Class A Common Stock issued upon conversion of such holder’s shares of Class B Common Stock are to be issued.  The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder, or to the nominee or nominees of such holder, a certificate or certificates representing the number of shares of Class A Common Stock to which such holder shall be entitled as aforesaid.  Such conversion shall be deemed to have been made at 5:00 p.m. in New York, New York on the date of such surrender of the shares of Class B Common Stock to be converted; provided, however, that if such date is not a Business Day, then the conversion shall be deemed to have occurred at 5:00 p.m. in New York, New York on the next succeeding Business Day, and, in either case, the person or persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of the date of such conversion.

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b.Mandatory Conversion on Transfer.  Each share of Class B Common Stock shall automatically, without any further action on the part of the Corporation or the holder thereof, convert into one share of Class A Common Stock upon a Transfer of such share of Class B Common Stock; provided that no such automatic conversion shall occur in the case of a Transfer by a holder of Class B Common Stock to any Permitted Transferee or from any such Permitted Transferee back to such holder of Class B Common Stock, or a Transfer of any Class A Common Stock or Class B Common Stock by ORIX to an ORIX Entity, among ORIX Entities or back to ORIX.

c.Mandatory Conversion on Final Conversion Date.  On the Final Conversion Date, each issued share of Class B Common Stock shall automatically, without any further action, convert into one share of Class A Common Stock.

d.Effect of Mandatory Conversion.  In the event of a conversion of shares of Class B Common Stock to shares of Class A Common Stock pursuant to Section C.4.b. or Section C.4.c., (i) such conversion shall be deemed to have been made, (A) in the case of a conversion of shares of Class B Common Stock pursuant to Section C.4.b., at 5:00 p.m. in New York, New York on the date that the Transfer occurred; provided, however, that if such date is not a Business Day, then the conversion shall be deemed to have occurred at 5:00 p.m. in New York, New York on the next succeeding Business Day, and (B) in the case of a conversion of shares of Class B Common Stock pursuant to Section C.4.c., on the Final Conversion Date, and (ii) upon the effective date of the conversion, (A) if such shares are certificated, the person or persons in whose name or names the certificate or certificates representing the shares of Class A Common Stock are to be issued, or (ii) if such shares are not certificated, the person registered as the owner of such shares in book-entry form, shall be deemed to have become the record holder or holders of such shares of Class A Common Stock.

e.Status of Converted Stock.  In the event any shares of Class B Common Stock shall be converted into shares of Class A Common Stock pursuant to this Section C.4, the shares of Class B Common Stock so converted shall be canceled and thereupon restored to the status of authorized but unissued Class B Common Stock.

f.Procedures.  The Corporation may, from time to time, establish such policies and procedures relating to the conversion of the Class B Common Stock to Class A Common Stock and the general administration of this dual class stock structure, including the issuance of stock certificates with respect thereto, as it may deem necessary or advisable, and may from time to time request that holders of shares of Class B Common Stock furnish such certifications, affidavits or other proof to the Corporation as it deems necessary to verify the ownership of Class B Common Stock and to confirm that a conversion to Class A Common Stock has not previously occurred.  A determination by the Board of Directors of the Corporation that a Transfer has resulted or will result in a conversion of the Class B Common Stock to Class A Common Stock shall be conclusive and binding on all persons, to the fullest extent permitted by law.

g.Effect of Conversion on Payment of Dividends.  Notwithstanding anything to the contrary set forth herein, if the date on which any share of Class B Common Stock is converted into Class A Common Stock occurs after the record date for the

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determination of the holders of Class B Common Stock entitled to receive any dividend or other distribution to be paid on the shares of Class B Common Stock, as such, and prior to the applicable payment date, the holder of such shares of Class B Common Stock as of such record date will be entitled to receive such dividend or other distribution on such payment date; provided, however, that notwithstanding any other provision of this Certificate of Incorporation, to the extent that any such dividend or distribution is payable in shares of Class B Common Stock (or Rights to acquire such stock), such dividend or distribution shall, to the fullest extent permitted by applicable law, be deemed to have been declared, and shall be payable in, shares of Class A Common Stock (or Rights to acquire such stock), and no shares of Class B Common Stock (or Rights to acquire such stock) shall be issued in payment thereof.

h.Reservation of Stock.  The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of Class B Common Stock, such number of its shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock.

ARTICLE V

The following terms, where capitalized in this Certificate of Incorporation, shall have the meanings ascribed to them in this Article V:

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person.

“Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

“Certificate of Incorporation” means this Amended and Restated Certificate of Incorporation, as it may be amended and restated from time to time.

“Change of Control Transaction” means (i) the sale, lease, exchange, or other disposition (other than liens and encumbrances created in the ordinary course of business, including liens or encumbrances to secure indebtedness for borrowed money that are approved by the Board of Directors, so long as no foreclosure occurs in respect of any such lien or encumbrance) of all or substantially all of the Corporation’s property and assets (which shall for such purpose include the property and assets of any direct or indirect wholly owned subsidiary of the Corporation); provided that any sale, lease, exchange or other disposition of property or assets exclusively between or among the Corporation and any direct or indirect wholly owned subsidiary or subsidiaries of the Corporation shall not be deemed a “Change of Control Transaction”; or (ii) the merger, consolidation, business combination, or other similar transaction of the Corporation with any other entity, other than a merger, consolidation, business combination, or other similar transaction that would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than 50% of the total voting power represented by the voting securities of the Corporation

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(or the surviving entity or its parent) and more than 50% of the total number of outstanding shares of the Corporation’s capital stock (or the surviving entity or its parent), in each case as outstanding immediately after such merger, consolidation, business combination, or other similar transaction, and the stockholders of the Corporation immediately prior to the merger, consolidation, business combination, or other similar transaction own voting securities of the Corporation (or the surviving entity or its parent) immediately following the merger, consolidation, business combination, or other similar transaction in substantially the same proportions (vis a vis each other) as such stockholders owned the voting securities of the Corporation immediately prior to the transaction.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise.

“Corporation Book Value” at any time means an amount per share of Common Stock determined by dividing (x) Corporation Common Equity at such time by (y) the number of the then outstanding shares of Common Stock, as determined by the Board of Directors in its sole discretion.  All vested shares of Common Stock and unvested shares of Common Stock for which the Corporation has recognized costs or expenses under GAAP as of such time shall be considered to be outstanding for purposes of calculating the number of outstanding shares of Common Stock.  Unvested shares of Common Stock for which the Corporation has not recognized costs or expenses under GAAP as of such time shall not be considered outstanding for purposes of calculating the number of outstanding shares of Common Stock.  Notwithstanding the foregoing, if in the reasonable discretion of the Board of Directors an extraordinary event (including a lawsuit) or series of events occurs, the economic impact of which on the Corporation Book Value of a share of Common Stock as of the end of any month or fiscal quarter cannot be readily determined by the Board of Directors, then the Board of Directors may elect to delay any determination of the Corporation Book Value of a share of Common Stock as of the end of such month or quarter until a reasonable time after fiscal-year end audited (in the case of the third or fourth fiscal quarter) or six-month interim (in the case of the first or second fiscal quarter) financial statements of the Corporation covering the period that includes such month or quarter, as applicable, become available.

“Corporation Common Equity” as of any time, shall mean the aggregate amount of the then outstanding common equity of the Corporation determined by the Board of Directors in accordance with GAAP.  All vested shares of Common Stock and unvested shares of Common Stock for which the Corporation has recognized costs or expenses under GAAP as of such time shall be considered to be outstanding for purposes of determining the Corporation Common Equity.  Unvested shares of Common Stock for which the Corporation has not recognized costs or expenses under GAAP as of such time shall not be considered outstanding for purposes of determining Corporation Common Equity.

“Effective Time” means the time at which this Certificate of Incorporation becomes effective in accordance with the DGCL.

“Final Conversion Date” means 5:00 p.m. in New York, New York on the first day on which the registered national securities exchange on which the Corporation’s equity securities

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are then principally listed or traded is open for trading that falls on or after the earlier of (i) the date on which (x) the outstanding shares of Common Stock owned by ORIX, the HL Voting Trust, the beneficiaries of the HL Voting Trust and each of their respective Permitted Transferees, together with (y) the outstanding shares of Common Stock (A) received by a stockholder of the Corporation in connection with the grant, vesting and/or payment of an equity compensatory award and (B) with respect to which such stockholder has given the right to vote, pursuant to an irrevocable proxy, to the person or persons as may be designated by the Company from time to time, collectively represent less than 20% of the number of shares of Common Stock then outstanding or (ii) a date specified by the holders of at least 66-²/3% of the outstanding shares of Class B Common Stock.

“HL Lock-Up Agreement” means that certain HL Lock-Up Agreement, by and between the Company and each stockholder signatory thereto.

“HL Voting Trust” means the trust established under the HL Voting Trust Agreement.

“HL Voting Trust Agreement” means that certain Voting Trust Agreement, dated as of the date hereof, by and between the Company and the holders named therein.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, joint stock corporation, and any federal, state, county or municipal government or any bureau, department or agency thereof.

“ORIX” means ORIX HLHZ Holding LLC, a Delaware limited liability company.

“ORIX Entity” means ORIX Corporation or any wholly owned subsidiary thereof.

“Rights” means any option, warrant, or other security having a conversion right or contractual right of any kind to acquire shares of the Corporation’s authorized but unissued capital stock.

“Subsidiary” means, with respect to any specified Person:  (a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); or (b) any partnership (i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Transfer” of a share of Class A Common Stock or Class B Common Stock means any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law.  A “Transfer” shall also include, without limitation, (i) a transfer of a share of Class A Common Stock or Class B Common Stock to a broker or other nominee (regardless of whether or not there is a corresponding change in

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beneficial ownership) or (ii) the transfer of, or entering into a binding agreement with respect to, Voting Control over a share of Class A Common Stock or Class B Common Stock by proxy or otherwise; provided, however, that the following shall not be considered a “Transfer”: (a) the grant of a proxy to officers or directors of the Corporation at the request of the Board of Directors in connection with actions to be taken at an annual or special meeting of stockholders; (b) entering into a voting trust, agreement or arrangement (with or without granting a proxy) solely with stockholders who are holders of Class A Common Stock or Class B Common Stock that (A) is disclosed either in a Schedule 13D filed with the Securities and Exchange Commission or in writing to the Secretary of the Corporation, (B) either has a term not exceeding one year or is terminable by the holder of the shares subject thereto at any time and (C) does not involve any payment of cash, securities, property or other consideration to the holder of the shares subject thereto other than the mutual promise to vote shares in a designated manner; or (c) the fact that, as of the Effective Time or at any time after the Effective Time, the spouse of any holder of Class A Common Stock or Class B Common Stock possesses or obtains an interest in such holder’s shares of Class A Common Stock or Class B Common Stock arising solely by reason of the application of the property laws of any jurisdiction, so long as no other event or circumstance shall exist or have occurred that constitutes a “Transfer” of such shares of Class A Common Stock or Class B Common Stock.

“Voting Control” with respect to a share of Class A Common Stock or Class B Common Stock means the exclusive power (whether directly or indirectly) to vote or direct the voting of such share of Class A Common Stock or Class B Common Stock, including by proxy, voting agreement or otherwise.

“Whole Board” means the total number of directors that the Corporation would have if there were no vacancies or unfilled newly created directorships.

ARTICLE VI

A.Board Size.  Subject to any rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the total number of authorized directors constituting the Board of Directors shall be fixed from time to time exclusively by a resolution adopted by a majority of the Whole Board.

B.Classified Board.  Subject to any rights of the holders of any series of Preferred Stock to elect directors, the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively (the “Classified Board”).  Each class shall consist, as nearly as may be possible, of one third of the Whole Board.  The Board of Directors is authorized to assign members of the Board of Directors already in office to such classes of the Classified Board, which assignments shall become effective at the same time the Classified Board becomes effective.  The initial term of office of the Class I directors shall expire at the Corporation’s first annual meeting of stockholders following the Effective Time, the initial term of office of the Class II directors shall expire at the Corporation’s second annual meeting of stockholders following the Effective Time, and the initial term of office of the Class III directors shall expire at the Corporation’s third annual meeting of stockholders following the Effective Time. At each annual meeting of stockholders following the Effective Time, directors elected to succeed those directors of the class whose terms then expire shall be elected for a term of office to expire at the

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third succeeding annual meeting of stockholders after their election.

C.Term; Removal.  Each director shall hold office until the annual meeting of stockholders at which such director’s term expires and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, disqualification or removal.  Prior to the Final Conversion Date, except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to a Preferred Stock Designation, directors may be removed with or without cause by the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.  From and after the Final Conversion Date, except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to a Preferred Stock Designation, directors may be removed only for cause and only by the affirmative vote of the holders of 66-²/3% of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

D.Vacancies and Newly Created Directorships.  Subject to any rights of the holders of any series of Preferred Stock to elect directors, any vacancy occurring in the Board of Directors for any reason, and any newly created directorship resulting from any increase in the authorized number of directors, shall be filled only by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, and not by the stockholders.  Any director elected in accordance with the preceding sentence shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of such director expires and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, disqualification or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

E.Additional Preferred Stock Directors.  During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to a Preferred Stock Designation, then upon commencement and for the duration of the period during which such right continues:  (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of additional directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, or until such director’s earlier death, resignation, disqualification or removal.  Except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly.

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ARTICLE VII

The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

A.Board Power.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

B.Written Ballot.  Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation.

C.Amendment of Bylaws.  In furtherance and not in limitation of the powers conferred by the DGCL, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.  Notwithstanding anything to the contrary contained in this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote of the stockholders, but in addition to any other vote of the holders of any class or series of capital stock of the Corporation required herein or by law, the affirmative vote of at least 66-²/3% of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of the Bylaws of the Corporation or to adopt any provision inconsistent therewith.

D.Special Meetings.  Special meetings of the stockholders may be called only by (i) the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board; (ii) the chairman of the Board of Directors (or in the event of co-chairmen, either co-chairman); (iii) the chief executive officer of the Corporation; or (iv) the president or either co-president of the Corporation (in the event there is no chief executive officer of the Corporation), but such special meetings may not be called by any other person or persons.

E.Stockholder Action by Written Consent.  From and after the Final Conversion Date, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders in lieu of a meeting.

F.Section 203 of the DGCL.  The Corporation shall not be governed by Section 203 of the DGCL (“Section 203”), and the restrictions contained in Section 203 shall not apply to the Corporation, until the moment in time immediately following the time at which both of the following conditions exist (if ever):  (i) Section 203 by its terms would, but for the provisions of this Section F., apply to the Corporation; and (ii) the Final Conversion Date has occurred, and the Corporation shall thereafter be governed by Section 203 if and for so long as Section 203 by its terms shall apply to the Corporation.

ARTICLE VIII

A.Director Exculpation.  A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,

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except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended.

B.Vested Rights.  Neither any amendment nor repeal of this Article VIII, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VIII, shall eliminate or reduce the effect of this Article VIII in respect of any act or omission occurring, or any action, suit or proceeding accruing or arising or that, but for this Article VIII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE IX

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Corporation, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (4) any action asserting a claim governed by the internal affairs doctrine.  Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article IX.

ARTICLE X

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of this Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least 66-²/3% of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal, or adopt any provision of this Certificate of Incorporation inconsistent with, Article VI of this Certificate of Incorporation.

* * *

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IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been signed on behalf of the corporation by its duly authorized officer this 18th day of August, 2015.

HOULIHAN LOKEY, INC.
By:	/s/ J. Lindsey Alley
	Name: J. Lindsey Alley
	Title: Chief Financial Officer

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

HOULIHAN LOKEY, INC.

ARTICLE I

STOCKHOLDERS

Section 1.1.Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date and time as the Board of Directors of the Corporation (the “Board”) in its sole discretion shall determine. The annual meeting may be held either at a place, within or without the State of Delaware as permitted by the General Corporation Law of the State of Delaware (the “DGCL”), or by means of remote communication if the Board in its sole discretion shall so determine. Any proper business may be transacted at the annual meeting. The Board may postpone, reschedule or cancel any previously scheduled annual meeting of stockholders.

Section 1.2.Special Meetings. Special meetings of stockholders for any purpose or purposes shall be called in the manner set forth in the Amended and Restated Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”). The special meeting may be held either at a place, within or without the State of Delaware, or by means of remote communication if the Board in its sole discretion shall so determine. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of the meeting. The Board may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.

Section 1.3.Notice of Meetings. Notice of all meetings of stockholders shall be given in writing or by electronic transmission in the manner provided by law (including, without limitation, as set forth in Section 7.1 of these Bylaws) stating the date, time and place, if any, of the meeting, the means of remote communications by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, if any, and the record date for determining the stockholders entitled to vote at the meeting. In the case of a special meeting, such notice shall also set forth the purpose or purposes for which the meeting is called. Unless otherwise required by applicable law or the Certificate of Incorporation, notice of any meeting of stockholders shall be given not less than 10, nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting.

Section 1.4.Adjournments. The chairperson of the meeting shall have the power to adjourn the meeting to another time, date and place (if any). Any meeting of stockholders, annual or special, may be adjourned from time to time, and notice need not be given of any such adjourned meeting if the time, date and place (if any) thereof and the means of remote communications (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than 30 days, a

notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting.

Section 1.5.Quorum. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, at each meeting of stockholders the holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided, however, that where a separate vote by a class or classes or series of stock is required by law or the Certificate of Incorporation, the holders of a majority in voting power of the shares of such class or classes or series of stock issued and outstanding and entitled to vote on such matter, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to the vote on such matter. At any meeting of stockholders of the Corporation, if less than a quorum be present, the chairperson of the meeting or, if directed to be voted on by the chairperson of the meeting, the holders of a majority in voting power of the shares of stock who are present in person or by proxy and entitled to vote, may adjourn the meeting. A quorum, once established at a meeting, shall not be broken by the subsequent withdrawal of any stockholders.

Section 1.6.Conduct of Meetings. Meetings of stockholders shall be presided over by such person as the Board may designate, or, in the absence of such designation or such designated person, the Executive Chairman, or, in the absence of such person, the Chief Executive Officer, or, in the absence of such person, any President of the Corporation, or, in the absence of such person, by a Vice President. The Secretary of the Corporation shall act as secretary of the meeting, but in such person’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the chairperson of the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chairperson of the meeting shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairperson of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants.  The chairperson of any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting, and, if such chairperson should so determine, such chairperson shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be

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transacted or considered.  Unless and to the extent determined by the Board or the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 1.7.Voting; Proxies. Each stockholder of record entitled to vote at a meeting of stockholders or, unless otherwise restricted by the Certificate of Incorporation, to express consent to corporate action in writing without a meeting, may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. At all meetings of stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be sufficient to elect. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the votes cast and entitled to vote on the subject matter shall decide any question (other than the election of directors) brought before such meeting, unless the question is one upon which, by express provision of applicable law, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities, the Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 1.8.Fixing Date for Determination of Stockholders of Record.

(a)In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(b)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any

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other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

(c)Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board, (i) when no prior action of the Board is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board is required by law, the record date for such purpose shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

Section 1.9.List of Stockholders Entitled to Vote. The Secretary shall prepare, at least 10 days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date), arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least 10 days prior to the meeting, (a) on a reasonably accessible electronic network as permitted by law (provided that the information required to gain access to the list is provided with the notice of the meeting), or (b) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is held at a place, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present at the meeting. If the meeting is held solely by means of remote communication, then the list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access the list shall be provided with the notice of the meeting. Except as otherwise provided by law, the list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

Section 1.10.Inspectors of Elections.  The Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the chairperson of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the

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discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of stock outstanding and the voting power of each such share, (ii) determine the shares of stock represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and (v) certify their determination of the number of shares of stock represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Section 1.11.Notice of Stockholder Business; Nominations.

1.11.1.Annual Meeting of Stockholders.

(a)Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (i) pursuant to the Corporation’s notice of such meeting (or any supplement thereto), (ii) by or at the direction of the Board (or any committee thereof) or (iii) by any stockholder of the Corporation who was a stockholder of record at the time the notice provided for in this Section 1.11 is delivered to the Secretary of the Corporation, who is entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 1.11.1.

(b)For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to Section 1.11.1(a):  (i)the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation; (ii)such other business must otherwise be a proper matter for stockholder action; (iii) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the Corporation with a Solicitation Notice, as that term is defined in this Section 1.11(b), such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the Corporation’s voting shares reasonably believed by such stockholder or beneficial holder to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice; and (iv)if no Solicitation Notice relating thereto has been timely provided pursuant to this Section 1.11, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this Section 1.11. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the preceding year’s annual meeting (except in the case of the 2015 annual meeting, for which such notice shall

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be timely if delivered in the same time period as if such meeting were a special meeting governed by Section 1.11.2); provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered (A) not earlier than the close of business on the 120th day prior such annual meeting and (B) not later than the close of business on the later of the 90th day prior to such annual meeting or the close of business on the 10th day following the day on which Public Announcement of the date of such meeting is first made by the Corporation. In no event shall the Public Announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth:  (X) as to each person whom the stockholder proposes to nominate for election as a director (1) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and (2) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (Y)as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including, if such proposal seeks to amend the Bylaws, the text of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (Z) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:  (1) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner; (2) the class or series and number of shares of stock of the Corporation that are owned beneficially and held of record by such stockholder and such beneficial owner; (3) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such stockholder and/or such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, including, in the case of a nomination, the nominee; (4) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder and such beneficial owners, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to securities of the Corporation; (5) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (6) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to holders of, in the case of a proposal, at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees, or otherwise intends to solicit proxies or votes from stockholders in support of such proposal or nomination (an affirmative

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statement of such intent being a “Solicitation Notice”); and (7) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. The foregoing notice requirements of this Section 1.11.1 shall be deemed satisfied by a stockholder with respect to business other than a nomination if the stockholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.  The Corporation may require any proposed nominee to furnish such other information as the Corporation may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation.

(c)Notwithstanding anything in the second sentence of Section 1.11.1(b) to the contrary, in the event that the number of directors to be elected to the Board is increased effective after the time period for which nominations would otherwise be due under Section 1.11.1(b) and there is no Public Announcement by the Corporation naming the nominees for the additional directorships at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 1.11 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary of the Corporation at the principal executive office of the Corporation not later than the close of business on the 10th day following the day on which such Public Announcement is first made by the Corporation.

1.11.2.Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of such meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of such meeting (a) by or at the direction of the Board or (b) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 1.11.2 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 1.11.2. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section 1.11.1(b) shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation (i) not earlier than the 120th day prior to such special meeting and (ii) not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall the Public Announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

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1.11.3.General.

(a)Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only such persons who are nominated in accordance with the procedures set forth in this Section 1.11 shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.11. Except as otherwise provided by law or these Bylaws, the chairperson of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.11 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by Section 1.11.1(b)(Z)(6)) and, if any proposed nomination or business was not made or proposed in compliance with this Section 1.11, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 1.11, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 1.11, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(b)For purposes of this Section 1.11, the term “Public Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(c)Notwithstanding the foregoing provisions of this Section 1.11, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 1.11; provided, however, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 1.11 (including Sections 1.11.1(a)(iii) and 1.11.2 hereof), and compliance with Sections 1.11.1 and 1.11.2 shall be the exclusive means for a stockholder to make nominations or submit other business (other than, as provided in the penultimate sentence of Section 1.11.1(b), business other than nominations brought properly under and in compliance with Rule 14a-8 of the Exchange

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Act, as amended from time to time). Nothing in this Section 1.11 shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1.Number; Qualifications. The total number of directors constituting the Board shall be fixed from time to time in the manner set forth in the Certificate of Incorporation. No decrease in the authorized number of directors constituting the Board shall shorten the term of any incumbent director. Directors need not be stockholders of the Corporation.

Section 2.2.Election; Resignation; Removal; Vacancies. Election of directors need not be by written ballot. Directors shall be elected by the stockholders at the annual meeting of stockholders, and the term of each director shall be as set forth in the Certificate of Incorporation. Any director may resign by delivering a notice of resignation in writing or by electronic transmission to the Corporation at its principal office or to the Executive Chairman, the Chief Executive Officer, any President or the Secretary. Such resignation shall be effective upon delivery unless it is specified to be effective at a later time or upon the happening of an event. Subject to the special rights of the holders of any series of preferred stock to elect directors, directors may be removed only as provided by the Certificate of Incorporation and applicable law. All vacancies occurring in the Board and any newly created directorships resulting from any increase in the authorized number of directors shall be filled in the manner set forth in the Certificate of Incorporation.

Section 2.3.Regular Meetings. Regular meetings of the Board may be held at such places, within or without the State of Delaware, and at such times as the Board may from time to time determine. Notice of regular meetings need not be given if the date, times and places thereof are fixed by resolution of the Board.

Section 2.4.Special Meetings. Special meetings of the Board may be called by the Executive Chairman, the Chief Executive Officer or a majority of the members of the Board then in office and may be held at any time, date or place, within or without the State of Delaware, as the person or persons calling the meeting shall fix. Notice of the time, date and place of such meeting shall be given, orally, in writing or by electronic transmission (including electronic mail), by the person or persons calling the meeting to all directors at least four days before the meeting if the notice is mailed, or at least 24 hours before the meeting if such notice is given by telephone, hand delivery, telegram, telex, mailgram, facsimile, electronic mail or other means of electronic transmission. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

Section 2.5.Remote Meetings Permitted. Members of the Board, or any committee of the Board, may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to such

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conference telephone or other communications equipment shall constitute presence in person at such meeting.

Section 2.6.Quorum; Vote Required for Action. At all meetings of the Board, a majority of the total number of directors that the Corporation would have if there were no vacancies or unfilled newly created directorships shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present thereat may adjourn such meeting to another time and place without further notice thereof. Except as otherwise provided herein or in Article 2 of the Stockholders’ Agreement, dated as of August 18, 2015 by and among the Corporation and the holders identified therein, as amended from time to time (the “Stockholders’ Agreement”), the Certificate of Incorporation, or required by law, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 2.7.Organization. Meetings of the Board shall be presided over by the Executive Chairman, or in such person’s absence by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, unless the chairperson of the meeting appoints any other person to act as secretary of the meeting.

Section 2.8.Unanimous Action by Directors in Lieu of a Meeting. Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as applicable. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.9.Powers. Except as otherwise provided by the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board.

Section 2.10.Compensation of Directors. Members of the Board, as such, may receive, pursuant to a resolution of the Board, fees and other compensation for their service as directors, including without limitation their service as members of committees of the Board.

ARTICLE III

COMMITTEES

Section 3.1.Committees. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting of such committee who are not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the

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extent provided in a resolution of the Board but subject to any limitations imposed by the DGCL, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it.

Section 3.2.Committee Rules. Each committee shall keep records of its proceedings and make such reports as the Board may from time to time request. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these Bylaws. Except as otherwise provided in the Certificate of Incorporation, these Bylaws or the resolution of the Board designating the committee, any committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and may delegate to any such subcommittee any or all of the powers and authority of the committee.

ARTICLE IV

OFFICERS

Section 4.1.Generally. The officers of the Corporation shall consist of a Chief Executive Officer (who may be the Executive Chairman or a President), one or more Presidents, a Secretary and a Treasurer and may consist of such other officers, including, without limitation, an Executive Chairman, Chief Financial Officer, and one or more Vice Presidents, as may from time to time be appointed by the Board. All officers shall be elected by the Board; provided, however, that the Board may empower the Chief Executive Officer of the Corporation to appoint any officer other than the Executive Chairman, the Chief Executive Officer, any President, the Chief Financial Officer or the Treasurer. Except as otherwise provided by law, by the Certificate of Incorporation or these Bylaws, each officer shall hold office until such officer’s successor is duly elected and qualified or until such officer’s earlier resignation, death, disqualification or removal. Any number of offices may be held by the same person. Any officer may resign by delivering a notice of resignation in writing or by electronic transmission to the Corporation at its principal office or to the Executive Chairman, the Chief Executive Officer, any President or the Secretary. Such resignation shall be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board and the Board may, in its discretion, leave unfilled, for such period as it may determine, any offices. Each such successor shall hold office for the unexpired term of such officer’s predecessor and until a successor is duly elected and qualified or until such officer’s earlier resignation, death, disqualification or removal.

Section 4.2.Chief Executive Officer. Subject to the oversight of the Board and such supervisory powers, if any, as may be delegated by the Board, the Chief Executive Officer of the Corporation shall act as the general manager and, subject to the oversight of the Board, have general supervision, direction and control of the business and affairs of the Corporation.  Without limiting the foregoing, the Chief Executive Officer shall have the power to:  (a) affix the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been

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authorized by the Board or which, in the judgment of the Chief Executive Officer, should be executed on behalf of the Corporation; (b) subject to the direction of the Board, have general charge of the property of the Corporation; and (c) supervise and control all officers, agents and employees of the Corporation.  The Executive Chairman or any President may be the Chief Executive Officer of the Corporation if the Board shall have designated such individual to be the Chief Executive Officer.

Section 4.3.Executive Chairman. The Executive Chairman shall have the power to preside at all meetings of the Board and shall have such other powers and duties as provided in these Bylaws and as the Board may from time to time prescribe and, subject to the oversight of the Board, have general responsibility for determining the strategy and direction of the business and affairs of the Corporation.  Subject to the provisions of these Bylaws and at the direction of the Board, and in cooperation with the other officers of the Corporation, the Executive Chairman shall have the responsibility for the general management and control of the business and affairs of the Corporation and the general supervision and direction of all of the officers, employees and agents of the Corporation and shall perform all duties and have all powers that are commonly incident to the office of Executive Chairman or that are delegated to the Executive Chairman by the Board.  Without limiting the foregoing, the Executive Chairman shall have the power to:  (a) affix the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board or which, in the judgment of the Executive Chairman, should be executed on behalf of the Corporation, and (b) subject to the direction of the Board, have general charge of the property of the Corporation.

Section 4.4.President. Subject to the provisions of these Bylaws and to the direction of the Board, and subject to the supervisory powers of the Chief Executive Officer (if the Chief Executive Officer is an officer other than a President), and subject to such supervisory powers and authority as may be given by the Board to the Executive Chairman, and/or to any other officer, each President shall have the responsibility for the general management and control of the business and affairs of the Corporation and the general supervision and direction of all of the officers, employees and agents of the Corporation (other than the Chief Executive Officer, if the Chief Executive Officer is an officer other than a President) and shall perform all duties and have all powers that are commonly incident to the office of President or that are delegated to a President by the Board.

Section 4.5.Vice President. Each Vice President shall have all such powers and duties as are commonly incident to the office of Vice President, or that are delegated to him or her by the Board or the Chief Executive Officer. A Vice President may be designated by the Board to perform the duties and exercise the powers of the Chief Executive Officer in the event of the Chief Executive Officer’s absence or disability.

Section 4.6.Chief Financial Officer. The Chief Financial Officer shall be the Treasurer of the Corporation unless the Board shall have designated another officer as the Treasurer of the Corporation. Subject to the direction of the Board and the Chief Executive Officer, the Chief Financial Officer shall perform all duties and have all powers that are commonly incident to the office of Chief Financial Officer.

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Section 4.7.Treasurer. The Treasurer shall have custody of all moneys and securities of the Corporation. The Treasurer shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions. The Treasurer shall also perform such other duties and have such other powers as are commonly incident to the office of Treasurer, or as the Board or the Chief Executive Officer may from time to time prescribe.

Section 4.8.Secretary. The Secretary shall issue or cause to be issued all authorized notices for, and shall keep, or cause to be kept, minutes of all meetings of the stockholders and the Board. The Secretary shall have charge of the corporate minute books and similar records and shall perform such other duties and have such other powers as are commonly incident to the office of Secretary, or as the Board or the Chief Executive Officer may from time to time prescribe.

Section 4.9.Delegation of Authority. The Board may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 4.10.Removal. Any officer of the Corporation shall serve at the pleasure of the Board and may be removed at any time, with or without cause, by the Board; provided that if the Board has empowered the Chief Executive Officer to appoint any officer of the Corporation, then such officer may also be removed by the Chief Executive Officer. Such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation.

ARTICLE V

STOCK

Section 5.1.Certificates; Uncertificated Shares. The shares of capital stock of the Corporation shall be represented by certificates; provided, however, that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation (or the transfer agent or registrar, as the case may be). Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by the Executive Chairman or Vice-Chairperson of the Board, or a President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

Section 5.2.Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new stock certificate or uncertificated shares in the place of any stock certificate previously issued by it, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the stock

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certificate to be lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed stock certificate, or such owner’s legal representative, to agree to indemnify the Corporation and/or to give the Corporation a bond sufficient to indemnify it, against any claim that may be made against it on account of the alleged loss, theft or destruction of any such stock certificate or the issuance of such new stock certificate or uncertificated shares.

Section 5.3.Other Regulations. Subject to applicable law, the Certificate of Incorporation and these Bylaws, the issue, transfer, conversion and registration of shares represented by certificates and of uncertificated shares shall be governed by such other regulations as the Board may establish.

ARTICLE VI

INDEMNIFICATION

Section 6.1.Indemnification of Officers and Directors. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “Indemnitee”) who was or is made a party to, or is threatened to be made a party to, or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she (or a person for whom he or she is the legal representative), is or was, or has agreed at the request of the Corporation to become, a director or officer of the Corporation or a Reincorporated Predecessor (as defined below) or, while a director or officer of the Corporation or a Reincorporated Predecessor, is or was serving at the request of the Corporation or a Reincorporated Predecessor as a director, officer, member, manager, employee, agent or trustee of another corporation, or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against all expenses, liability and loss (including attorneys’ fees) reasonably incurred by such Indemnitee in connection therewith. Notwithstanding the foregoing, except as otherwise provided in Section 6.5, the Corporation shall indemnify any such Indemnitee seeking indemnity in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized in the specific case by the Board.

Section 6.2.Advancement of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director of the Corporation in defending any Proceeding shall, to the fullest extent permitted by law, be paid by the Corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such officer or director of the Corporation to repay such amount if it shall ultimately be determined that such officer or director of the Corporation is not entitled to be indemnified under this Article VI or otherwise. Such expenses (including attorneys’ fees) incurred by former officers and directors or other employees and agents of the Corporation or a Reincorporated Predecessor or by persons serving at the request of the Corporation or a Reincorporated Predecessor as a director, officer, member, manager, employee, agent or trustee of another corporation, or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to employee benefit plans, may be paid by the Corporation in advance of the final disposition of such Proceeding upon such terms and conditions, if any, as the Board deems appropriate.

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Section 6.3.Non-Exclusivity of Rights. The rights conferred on any person in this Article VI shall not be exclusive of any other right that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote or consent of stockholders or disinterested directors, or otherwise. Nothing in this Article VI shall limit the ability of the Corporation, in its discretion, to indemnify or advance expenses to persons whom the Corporation is not obligated to indemnify or advance expenses to pursuant to this Article VI.

Section 6.4.Indemnification Agreements. The Board is authorized to cause the Corporation to enter into indemnification agreements with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, member, manager, employee, agent or trustee of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, including employee benefit plans, providing indemnification or advancement rights to such person. Such rights may be greater than those provided in this Article VI.

Section 6.5.Right of Indemnitee to Bring Suit.

6.5.1.Right to Bring Suit. If (a) following the final disposition of the proceeding at issue, a claim for indemnification by an Indemnitee under Section 6.1 of this Article VI is not paid in full by the Corporation within 60 days after a written claim therefor by the Indemnitee has been received by the Corporation, or (b) a claim for advancement of expenses under Section 6.2 of this Article VI is not paid in full within 30 days after the Corporation has received a statement or statements requesting such amounts to be advanced, the Indemnitee may at any time thereafter (but not before) be entitled to file suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover any advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid, to the fullest extent permitted by law, the expense of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the Indemnitee has not met the applicable standard of conduct which makes it permissible under the DGCL (or other applicable law) for the Corporation to indemnify the Indemnitee for the amount claimed.

6.5.2.Effect of Determination. Neither the absence of a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in applicable law, nor an actual determination that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit.

6.5.3.Burden of Proof. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VI, or otherwise, shall be on the Corporation.

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Section 6.6.Nature of Rights. The rights conferred upon Indemnitees in this Article VI shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director or officer and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. Any amendment, repeal or modification of any provision of this Article VI that adversely affects any right of an Indemnitee or an Indemnitee’s successors shall be prospective only, and shall not adversely affect any right or protection conferred on a person pursuant to this Article VI in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

Section 6.7.Certain Definitions. As used in this Article VI, the term “Reincorporated Predecessor” means a corporation that was merged with and into the Corporation in a statutory merger in which the Corporation was the surviving corporation of such merger and the primary purpose of such merger was to change the corporate domicile of the Reincorporated Predecessor to Delaware.

ARTICLE VII

NOTICES

Section 7.1.Notice.

7.1.1.Form and Delivery. Except as otherwise provided in these Bylaws (including, without limitation, Section 7.1.2 below) or required by law, all notices required to be given pursuant to these Bylaws shall be in writing and may, (a) in every instance in connection with any notice to a member of the Board, be effectively given by hand delivery (including use of a delivery service), by depositing such notice in the mail, postage prepaid, or by sending such notice by overnight express courier, facsimile, electronic mail or other form of electronic transmission and (b) in every instance in connection with any notice to a stockholder, be effectively given by hand delivery, by depositing such notice in the mail, postage prepaid or, if specifically consented to by the stockholder as described in Section 7.1.2 of this Article VII, by giving such notice by facsimile, electronic mail or other form of electronic transmission. Any such notice shall be addressed to the person to whom notice is to be given at such person’s address as it appears on the records of the Corporation. The notice shall be deemed given (a) in the case of hand delivery, when received by the person to whom notice is to be given or by any person accepting such notice on behalf of such person, (b) in the case of delivery by mail, upon deposit in the mail, (c) in the case of delivery by overnight express courier, when dispatched, and (d) in the case of delivery via facsimile, electronic mail or other form of electronic transmission, at the time provided in Section 7.1.2.

7.1.2.Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation, or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given in accordance with Section 232 of the DGCL. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if (a) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (b) such

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inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this Section 7.1.2 shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of such posting and the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder.

7.1.3.Affidavit of Giving Notice. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given in writing or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 7.2.Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, a written waiver of notice, signed by the person entitled to notice, or waiver by electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any waiver of notice.

ARTICLE VIII

MISCELLANEOUS

Section 8.1.Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board.

Section 8.2.Seal. The Board may provide for a corporate seal, which may have the name of the Corporation inscribed thereon and shall otherwise be in such form as may be approved from time to time by the Board.

Section 8.3.Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on or by means of, or be in the form of, diskettes, CDs, or any other information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to any provision of the DGCL.

Section 8.4.Reliance upon Books and Records. A member of the Board, or a member of any committee designated by the Board shall, in the performance of such person’s

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duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 8.5.Severability. If any provision of these Bylaws shall be held to be invalid, illegal, unenforceable or in conflict with the provisions of the Certificate of Incorporation, then such provision shall nonetheless be enforced to the maximum extent possible consistent with such holding and the remaining provisions of these Bylaws (including without limitation, all portions of any section of these Bylaws containing any such provision held to be invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation, that are not themselves invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation) shall remain in full force and effect.

Section 8.6.Stockholders’ Agreement. The provisions of these Bylaws shall be subject to Sections 2.1.3 and 2.1.4 of the Stockholders’ Agreement.

ARTICLE IX

AMENDMENT

The Board is authorized to adopt, amend or repeal, in whole or in part, these Bylaws without the assent or vote of the stockholders. Notwithstanding anything to the contrary contained in these Bylaws or any provision of law which might otherwise permit a lesser vote of the stockholders, but in addition to any other vote of the holders of any class or series of stock of the Corporation required in the Certificate of Incorporation or by law, the affirmative vote of at least 66 ²/3% of the voting power of the then-outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of these Bylaws or to adopt any provision inconsistent therewith.

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EX-9.1

Exhibit 9.1

VOTING TRUST AGREEMENT

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”).

RECITALS

The Company, the Stockholders and the Trustees (as defined in Section 1) believe that it is in their respective best interests to enter into this Agreement to facilitate the management and operation of the Company and the exercise of voting rights relating to the Shares.

AGREEMENT

In order to implement the foregoing and in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.     Creation of Trust; Trustees.  The Stockholders hereby create and establish the Trust, and appoint and authorize each Trustee as trustee of such Trust, pursuant to the terms and conditions of this Agreement.  The Trust’s initial trustees (each of whom is a holder of Shares and an employee of the Company or an HL Subsidiary) shall be Scott Beiser, Irwin Gold and Robert Hotz (collectively, the “Trustees”).  If at any time a Trustee is unable to serve as a trustee hereunder by reason of death, incapacity or otherwise, or ceases to be a holder of Shares or an employee of the Company or an HL Subsidiary, such Trustee shall be removed and may be replaced with a successor Trustee upon the majority vote of the then existing Trustees.  In addition, (a) a Trustee may be removed and a successor Trustee may be appointed, (b) a successor Trustee may be designated to take office automatically upon the occurrence of the events specified by the Trustees (including the death of one or more Trustees) and (c) the Trustees may appoint alternate Trustees as they deem necessary, in each case, upon the majority vote of the then current Trustees.  Within three months of removing and/or replacing any Trustee, or appointing any alternate Trustee, the remaining Trustees shall send written notice to the Company of the person they have designated as the successor to such Trustee or any alternate Trustee.  Each Trustee, including any successor Trustee, must be (x) an employee of the Company or an HL Subsidiary and (y) a holder of Shares. As a condition to becoming a Trustee, the successor Trustee must become a party to this Agreement by executing documentation reasonably satisfactory to the Company (each successor Trustee appointed pursuant to the terms of this Section 1 is referred to as a “Successor Trustee,” and, collectively with the Initial Trustees, are referred to as the “Trustees”).  Each Trustee hereby accepts his or her appointment as such pursuant to the terms and conditions of this Agreement, and agrees to administer the Trust in accordance with the terms and conditions of this Agreement, unless and until replaced by a Successor Trustee as herein provided.

2.     Deposit of Shares in Trust.

(a)   Deposit of Shares.  Each Stockholder hereby deposits in trust with the Trustees all of the Shares Beneficially Owned by such Person.  The Company shall update its books and records to reflect that the Trust holds such Shares.  The Trustees shall hold the Shares so deposited in trust, subject to the terms of this Agreement.  The Company shall, as promptly as practicable after any Shares are deposited in trust, cause the Transfer of the Shares to the Trustees, as trustees hereunder, to be registered on the Company’s books and records.  A Stockholder shall have no right to withdraw the Shares prior to termination of this Agreement except pursuant to a Transfer of such Shares permitted by Section 4(b).

(b)   Trust Register.  The Trustees shall maintain a register book, which shall reflect the number and class or series of Shares Beneficially Owned by each Stockholder and held in the Trust pursuant to the terms of this Agreement (the “Trust Register”).  The Trustee shall treat each such Stockholder as the Beneficial Owner of such Shares, subject to the Trustees’ rights and interests hereunder.  The Trustees shall not be obligated to recognize any Person as the Beneficial Owner of such Shares other than the Person in whose name the same shall be registered on the Trust Register.

(c)   Recording of Transfers.  All Transfers of Shares permitted by this Agreement shall be recorded by the Trustee in the Trust Register.  In addition, to the extent that any Shares cease to be outstanding the Company shall notify the Trustees of the Shares that have ceased to be outstanding and the Trust Register shall be revised accordingly.

3.     Trustee’s Powers and Duties; Compensation.

(a)   Voting Powers.  For so long as this Agreement remains in effect, the Trustees shall, pursuant to the terms of this Agreement and as determined by the majority vote of the Trustees, have the full, exclusive and unqualified right and power to vote, to execute consents, to enter into voting agreements, and to grant proxies with respect to all of the Shares subject to this Agreement, as well as in respect of any other securities with voting rights received in respect of the Shares at any time hereafter by way of a stock dividend, distribution, conversion or exchange as provided in Section 3(b), with respect to any lawful corporate action, whether or not in the ordinary course of business, and no Stockholder shall in such capacity have any rights or powers to vote such Shares or to give consents with respect to or grant proxies in respect thereof or otherwise take part in any corporate action.  Without limiting the generality of the foregoing, the Stockholders (i) acknowledge that each Trustee, in his or her individual capacity, is a holder of Shares and (ii) agree that each Trustee is entitled to exercise the powers granted to them in the preceding sentence in his or her sole and absolute discretion (including in his or her own interest as a holder of Shares) without fiduciary duty of any kind to the Stockholders with respect to the exercise of such powers.

(b)   Notices, Dividends and Distributions.  In the event that the Trustees receive any dividends or other distributions (other than additional Shares or other voting securities of the Company) with respect to the Shares held by them hereunder, they shall promptly pay (or, in the event that such dividends or distributions are not cash, distribute in kind) the amount thereof received by them to each Stockholder in proportion to such Stockholder’s respective interests

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(based on the number of Shares held by the Trustees hereunder with respect to each Stockholder); provided, however, that the Trustees may, by notice to the Company, instruct the Company to pay such dividends directly to the Stockholders.  If the Trustees shall receive any Shares or other voting securities of the Company as a dividend or distribution upon, conversion of or in exchange for any Shares held by them hereunder, the Trustees shall hold such Shares or other voting securities of the Company in accordance with the terms of this Agreement and shall update the Trust Register accordingly.

(c)   No Right to Sell Shares.  The Trustees shall have no authority to sell, pledge, hypothecate or otherwise dispose of the Shares or any interest therein.

(d)   Compensation of Trustees.  No Trustee shall receive any compensation for his or her services under this Agreement.  This subsection shall not, however, affect the right of the Trustees to compensation from the Company for services performed by them in any other capacity (e.g., as an officer, director, employee or otherwise).

(e)   Trustees Liability and Indemnity.  No Trustee shall be liable for any error of judgment or mistake of fact or law, or for any action or omission under this Agreement, except for such Trustee’s fraud, bad faith or willful misconduct.  No Trustee shall be liable for acting on any notice, request or instruction or other document believed to be genuine and to have been executed by or on behalf of the proper party or parties.  The Company shall pay all reasonable expenses of the Trustees, including counsel fees, and shall discharge all liabilities incurred by them in connection with the exercise of their powers and the performance of their duties under this Agreement.  Any action or omission undertaken by a Trustee in good faith in accordance with the advice of legal counsel shall be binding and conclusive on the parties to this Agreement.  The Company shall also defend, indemnify and hold the Trustees harmless from and against any and all claims and liabilities in connection with or arising out of the administration of the trust created by this Agreement or the exercise of any powers or the performance of any duties by them as herein provided or contemplated, except such as shall arise from the fraud, bad faith or willful misconduct of the Trustees.

4.     Transfer of Shares and Termination.

(a)   General.  The voting trust created by this Agreement shall be irrevocable, and shall terminate upon the earlier of (a) the written agreement of the Company and the Trustees, and (b) upon the conversion of all the Shares into shares of Class A common stock of the Company in accordance with the HL Charter.  Except for Section 3(e), which will survive the termination of this Agreement, this Agreement shall have no further force and effect (x) upon termination of this Agreement pursuant to its terms; or (y) with respect to any Stockholder, when such Stockholder no longer Beneficially Owns any Shares or other voting securities of the Company which are subject to this Agreement (except if such Shares are Transferred in violation of the Lock-Up Agreement by and between the Company and such Stockholder (the “HL Lock-Up Agreement”)).

(b)   Transfer of Shares.  To the extent permitted by (i) the terms and conditions of the such Stockholder’s HL Lock-Up Agreement, (ii) applicable law, rule and regulation, and the Company Insider Trading Policy, (iii) the HL Charter, and (iv) the terms of any incentive

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plan or program of the Company (and any related award agreement) pursuant to which such HL Stock was granted, in each case, as applicable, any Stockholder may Transfer his or her Shares to another Person and the Trustees shall revise the Trust Register accordingly, at any time, or from time to time; provided, that, with respect to any Transfer of Shares to (A) any stockholder of the Company who is an employee of the Company at the time of Transfer or (B) a living trust approved by the Company prior to such Transfer, to the extent such transferee is not already a party hereto, such transferee shall become a party hereto pursuant to a joinder agreement provided by the Trustees, unless the requirement to become a party is expressly waived in writing by a majority of the Trustees.

(c)   Distribution of Shares Upon Termination.  As soon as practicable after termination of this Agreement, the Trustees shall effect the Transfer of the Shares held in Trust to the respective Stockholders indicated as holding such Shares in the Trust Register and the Company shall update its books and records accordingly.

5.     Amendments.  This Agreement may be amended, modified or supplemented at any time and from time to time by the written agreement of the Company and Trustees; provided, that (a) the consent of the Company shall not be required to add a new party hereto in accordance with Section 4(b) and (b) with respect to Section 3(c), any amendment, modification or supplement thereto may only be made with written agreement of the Company, the Trustees and each Stockholder party hereto affected by such amendment, modification or supplement.

6.     Governing Law.  This Agreement, including its existence, validity, construction, and operating effect, and the rights of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware without regard to otherwise governing principles of conflicts of law.

7.     Severability.  If any one or more of the provisions of this Agreement, as applied to any party or any circumstance, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.  If any one or more of the provisions of this Agreement shall, for any reason, be held to be unenforceable as to duration, scope, activity or subject, such provision shall be construed by limiting and reducing it so as to make such provision enforceable to the extent compatible with the then existing applicable law.  Without limiting the generality of the foregoing, it is the express intent of the parties to cause the Shares to be voted by the Trustees as provided herein.  Accordingly, in the event that this Agreement is rescinded or otherwise terminated other than pursuant to its terms for any reason, the parties agree promptly to negotiate a successor voting agreement to accomplish this objective and to otherwise replicate the provisions hereof to the extent possible.

8.     Specific Performance.  The parties agree that the failure of any party to perform any obligation provided for by this Agreement could result in irreparable damage to the other parties, and that monetary damages alone would not be adequate to compensate the nondefaulting party for its injury.  Any party shall therefore be entitled, in addition to any other remedy that may be available, including monetary damages, to obtain specific performance of the terms of this

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Agreement.  If any action is brought by any party to enforce this agreement, any party against which the action is brought shall waive the defense that there is an adequate remedy at law.

9.     Notices.  All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) upon receipt, if sent by electronic or digital transmission method (including e-mail), or (c) on the date of receipt or refusal indicated on the return receipt, if sent by registered or certified mail, return receipt requested, postage and charges prepaid and properly addressed, in each case to the appropriate addresses and e-mail addresses set forth below (or to such other addresses and e-mail addresses as a party may designate by notice to the other parties from time to time):

If to the Company:

Houlihan Lokey, Inc.
10250 Constellation Blvd., 5th Floor
Los Angeles, CA 90067
Attn:  Christopher Crain, Managing Director, General Counsel
Email:  CCrain@HL.com

If to the Trustees:

Scott Beiser

c/o Houlihan Lokey, Inc.
10250 Constellation Blvd., 5th Floor
Los Angeles, CA 90067

E-mail:  sbeiser@ HL.com

Irwin Gold

c/o Houlihan Lokey, Inc.
10250 Constellation Blvd., 5th Floor
Los Angeles, CA 90067

E-mail:  igold@ HL.com

Robert Hotz

c/o Houlihan Lokey, Inc.

245 Park Avenue, 20th Floor

New York, NY 10167

E-mail:  rhotz@HL.com

If to a Stockholder:  to the address of such holder set forth in the Trust Register.

10.  Binding Effect.  Except as otherwise expressly provided herein, this Agreement shall be binding on and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors and all other Persons hereafter that become a party hereto.  No rights or obligations hereunder may be assigned by any party hereto except as explicitly provided in this Agreement.

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11.  Benefit and Burden.  Nothing express or implied in this Agreement is intended or shall be construed to confer upon or to provide any Person other than the parties (and including specifically any stockholder of the Company that is not a party to this Agreement) any rights or remedies hereunder or by reason hereof.  This Agreement and all its conditions and provisions are intended to be, and are, for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns and are not for the benefit of any other Person.

12.  Certain Rules of Construction.  To the fullest extent permitted by law, the parties hereto intend that any ambiguities shall be resolved without reference to which party may have drafted this Agreement.  All Section or subsection titles or other captions in this Agreement are for convenience only, and they shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof.  Unless the context otherwise requires:  (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) words in the singular include the plural, and words in the plural include the singular; (d) provisions apply to successive events and transactions; (e) “herein,” “hereof” and other words of similar import refer to this Agreement as a whole and not to any particular Section, subsection or other subdivision; (f) “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import; (g) all references to “Sections” or “subsections” refer to Sections or subsections of this Agreement; and (h) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms.

13.  Waiver.  The failure of any party at any time to insist upon strict performance of any condition, promise, agreement or understanding set forth in this Agreement shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of the same or any other condition, promise, agreement or understanding at a future time.

14.  Entire Agreement.  This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and fully supersedes any and all prior or contemporaneous agreements or understandings between the parties hereto pertaining to the subject matter hereof.

15.  Counterparts.  This Agreement may be executed in any number of multiple counterparts, each of which shall be deemed to be an original copy and all of which shall constitute one agreement, binding on all parties hereto.

16.  Inspection of Agreement.  A copy of this Agreement shall be filed in the registered office of the Company in the State of Delaware and shall be open to the inspection of any stockholder of the Company, or any beneficiary of the trust established hereunder, daily during business hours, in accordance with the applicable provisions of the Act.

17.  Arbitration.  It is understood and agreed between the parties hereto that any and all claims, grievances, demands, controversies, causes of action or disputes of any nature whatsoever (collectively, “Claims”), arising out of, in connection with, or in relation to this Agreement or the arbitrability of any Claims under this Agreement, shall be resolved by final and binding arbitration administered by the New York, New York offices of JAMS/Endispute in accordance with the then-existing JAMS/Endispute Arbitration Rules.  The parties shall select a

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mutually acceptable neutral arbitrator from the panel of arbitrators serving with any of JAMS/Endispute’s offices, but in the event the parties cannot agree on an arbitrator, the Administrator of JAMS/Endispute shall appoint an arbitrator from such panel (the arbitrator so selected or appointed, the “Arbitrator”).  The parties expressly agree that the Arbitrator may provide all appropriate remedies (at law and equity) or judgments that could be awarded by a court of law in Delaware, and that, upon good cause shown, the Arbitrator shall afford the parties adequate discovery, including deposition discovery.  Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all actions pursuant to this Section 17.  The Arbitrator shall be bound by and shall strictly enforce the terms of this Section 17 and may not limit, expand or otherwise modify its terms.  The Arbitrator shall make a good faith effort to apply the substantive law (and the law of remedies, if applicable) of the state of Delaware, or federal law, or both, as applicable, without reference to its conflicts of laws provisions.  The Arbitrator is without jurisdiction to apply any different substantive law.  The Arbitrator shall be bound to honor claims of privilege or work-product doctrine recognized at law, but the Arbitrator shall have the discretion to determine whether any such claim of privilege or work product doctrine applies.  The Arbitrator shall render an award and a written, reasoned opinion in support thereof.  Subject to the provisions of Section 8, the Arbitrator shall have power and authority to award any appropriate remedy (in law or equity) or judgment that could be awarded by a court of law in Delaware, which may include reasonable attorneys’ fees to the prevailing party.  The award rendered by arbitration shall be final and binding upon the parties, and judgment upon the award may be entered in any court having jurisdiction thereof.  Neither a party nor the Arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties.  Adherence to this dispute resolution process shall not limit the parties’ right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and interests.  Notwithstanding the foregoing sentence, this dispute resolution procedure is intended to be the exclusive method of resolving any Claims arising out of or relating to this Agreement.  Subject to the Arbitrator’s award, each party shall bear its own fees and expenses with respect to this dispute resolution process and any action related thereto and the parties shall share equally the fees and expenses of JAMS/Endispute and the Arbitrator.

18.  Tax Treatment.  The parties intend that the Trust be treated as a grantor trust for U.S. federal income tax purposes and not as a partnership or as an association taxable as a corporation.  No party shall make any election or take any other action inconsistent with such intent unless required by law.  In the event that, contrary to the parties’ intent, the Trust is not treated as a grantor trust for U.S. federal income tax purposes but is instead treated as a partnership for U.S. federal income tax purposes, all items of income, gain, loss, deduction and credit with respect to each Share (together with any Shares or other voting securities of the Company distributed as a dividend or distribution upon, conversion of or in exchange for such Share held by the Trustees hereunder) shall be specially allocated to Stockholder that deposited such Share in trust with the Trustees.

19.  Definitions.  Capitalized words and phrases used and not otherwise defined elsewhere in this Agreement shall have the following meanings:

“Act” means the General Corporation Law of the State of Delaware, as amended.

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“Beneficial Owner” is defined in Rule 13d-3(a) and (b) of the rules and regulations of the Securities Exchange Act of 1934, as amended.  “Beneficially Owned” shall have a correlative meaning.

“Company Insider Trading Policy” means each applicable employee trading, black-out, window period and other policy of the Company applicable to Transfers of Shares.

“Encumbrance” means a security interest, lien, charge, claim, community or other marital property interest, pledge, alienation, mortgage, option, hypothecation, encumbrance or similar collateral assignment by any other means, whether for value or no value and whether voluntary or involuntary (including by operation of law or by judgment, levy, attachment, garnishment, bankruptcy or other legal or equitable proceedings) or any other restriction on use, voting (including any proxy), transfer (including any right of first refusal or similar right), receipt of income or exercise of any other attribute of ownership.

“HL Charter” means the Company’s Amended and Restated Articles of Incorporation, as may be amended from time to time.

“HL Subsidiary” means a Subsidiary of the Company.

“Person” means and includes an individual, a general or limited partnership, a limited liability company, a joint venture, a corporation (including any non-profit corporation), an estate, a trust, an unincorporated organization, an association, a government or any department or agency thereof or any entity similar to any of the foregoing.

“Subsidiary” means, with respect to any specified Person: (a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); or (b) any partnership (i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Transfer” means a sale, transfer, assignment, gift, bequest or disposition by any other means, whether for value or no value and whether voluntary or involuntary (including, without limitation, by realization upon any Encumbrance or by operation of law or by judgment, levy, attachment, garnishment, bankruptcy or other legal or equitable proceedings).  The term “Transferred” shall have a correlative meaning.

8

IN WITNESS WHEREOF, the parties hereto have executed this Voting Trust Agreement as of the date first above written.

HOULIHAN LOKEY, INC.
Signature:	/s/ J. Lindsey Alley
Name: J. Lindsey Alley
Title: Chief Financial Officer

TRUSTEES
Signature:	/s/ Scott Beiser
Print Name: Scott Beiser
Signature:	/s/ Irwin Gold
Print Name: Irwin Gold
Signature:	/s/ Robert Hotz
Print Name: Robert Hotz

STOCKHOLDERS:
Signature:	/s/ Oscar Aarts
Print Name: Oscar Aarts
Signature:	/s/ Justin Abelow
Print Name: Justin Abelow
Signature:	/s/ Michael Abramson
Print Name: Michael Abramson
Signature:	/s/ Jeff Ackerman
Print Name: Jeff Ackerman
Adelson Stockholder Trust
Signature:	/s/ Scott Adelson
Print Name: Scott Adelson
Title: Trustee
Signature:	/s/ Scott Alford
Print Name: Scott Alford
Signature:	/s/ David Allen
Print Name: David Allen
Signature:	/s/ James Lindsey Alley
Print Name: James Lindsey Alley
Signature:	/s/ Jeffrey Altman
Print Name: Jeffrey Altman
Signature:	/s/ Reed Anderson
Print Name: Reed Anderson
Signature:	/s/ Anita Antenucci
Print Name: Anita Antenucci

Signature:	/s/ Jeffrey Arnesen
Print Name: Jeffrey Arnesen
Signature:	/s/ Dilip Awtani
Print Name: Dilip Awtani
Signature:	/s/ Mohamed Ben-Mustapha
Print Name: Mohamed Ben-Mustapha
Signature:	/s/ Laurent Benshimon
Print Name: Laurent Benshimon
Signature:	/s/ Michael Bett
Print Name: Michael Bett
Signature:	/s/ Catherine Blackford
Print Name: Catherine Blackford
Signature:	/s/ Susan Blanco
Print Name: Susan Blanco
Signature:	/s/ Jeffrey Bollerman
Print Name: Jeffrey Bollerman
Signature:	/s/ Michael Boone
Print Name: Michael Boone
Signature:	/s/ Matthew Bowersox
Print Name: Matthew Bowersox
Signature:	/s/ Gary Brewster
Print Name: Gary Brewster
Signature:	/s/ David Brown
Print Name: David Brown
Signature:	/s/ Richard Buckner
Print Name: Richard Buckner

Signature:	/s/ Saul Burian
Print Name: Saul Burian
Signature:	/s/ Cynthia Bush
Print Name: Cynthia Bush
Signature:	/s/ Hal Byer
Print Name: Hal Byer
Signature:	/s/ David Calfee
Print Name: David Calfee
Signature:	/s/ Benita Calloway
Print Name: Benita Calloway
Signature:	/s/ Kimble Cannon
Print Name: Kimble Cannon
Signature:	/s/ Eric Cartier
Print Name: Eric Cartier
Signature:	/s/ Randolph Chao
Print Name: Randolph Chao
Signature:	/s/ Lyle Chastaine
Print Name: Lyle Chastaine
Signature:	/s/ James Chen
Print Name: James Chen
Signature:	/s/ Louis Chen
Print Name: Louis Chen
Signature:	/s/ Weimin Chen
Print Name: Weimin Chen
Signature:	/s/ Man Wah Cheng
Print Name: Man Wah Cheng

Signature:	/s/ Jonathan Cleveland
Print Name: Jonathan Cleveland
Signature:	/s/ Asher Cohen
Print Name: Asher Cohen
Signature:	/s/ John Cooper
Print Name: John Cooper
Signature:	/s/ Nathan Court
Print Name: Nathan Court
Signature:	/s/ Geoffrey Coutts
Print Name: Geoffrey Coutts
Signature:	/s/ John Cowan
Print Name: John Cowan
Signature:	/s/ Christopher Crain
Print Name: Christopher Crain
Signature:	/s/ Christopher Croft
Print Name: Christopher Croft
Signature:	/s/ Daniel Crowley
Print Name: Daniel Crowley
Signature:	/s/ Aaron Dannenberg
Print Name: Aaron Dannenberg
Signature:	/s/ Anne Davey
Print Name: Anne Davey
Signature:	/s/ Richard De Rose
Print Name: Richard De Rose
Signature:	/s/ Michael De Simone
Print Name: Michael De Simone

Signature:	/s/ Michael Deluke
Print Name: Michael Deluke
Signature:	/s/ Andrew Deren
Print Name: Andrew Deren
Signature:	/s/ Gijs Dereuver
Print Name: Gijs Dereuver
Signature:	/s/ Chris Dimauro
Print Name: Chris Dimauro
Signature:	/s/ Thomas Dippel
Print Name: Thomas Dippel
Signature:	/s/ Jeffrey Dorst
Print Name: Jeffrey Dorst
Signature:	/s/ Mark Dufilho
Print Name: Mark Dufilho
Signature:	/s/ Adam Dunayer
Print Name: Adam Dunayer
Signature:	/s/ Scott Dunfrund
Print Name: Scott Dunfrund
Signature:	/s/ Christopher Dunlop
Print Name: Christopher Dunlop
Signature:	/s/ Richard Edwards
Print Name: Richard Edwards
Purcell Stock Trust
Signature:	/s/ Ernest W. Purcell
Print Name: Ernest W. Purcell
Title: Trustee

Signature:	/s/ Michael Fazio
Print Name: Michael Fazio
Signature:	/s/ Gregg Feinstein
Print Name: Gregg Feinstein
Signature:	/s/ Jason Feintuch
Print Name: Jason Feintuch
Signature:	/s/ Brent Ferrin
Print Name: Brent Ferrin
Signature:	/s/ Gary Finger
Print Name: Gary Finger
Signature:	/s/ Peter Fishman
Print Name: Peter Fishman
Signature:	/s/ Christopher Foley
Print Name: Christopher Foley
Signature:	/s/ Jake Foley
Print Name: Jake Foley
Signature:	/s/ Mark Francis
Print Name: Mark Francis
Signature:	/s/ Brian Fredricks
Print Name: Brian Fredricks
Signature:	/s/ Jason Frogel
Print Name: Jason Frogel
Signature:	/s/ Ryuta Fujino
Print Name: Ryuta Fujino
Signature:	/s/ Brandon Gale
Print Name: Brandon Gale

Signature:	/s/ Karan Garg
Print Name: Karan Garg
Signature:	/s/ Lowell (Mike) Giffin
Print Name: Lowell (Mike) Giffin
Signature:	/s/ Patrick Gillan
Print Name: Patrick Gillan
Signature:	/s/ Lee Ann Gliha
Print Name: Lee Ann Gliha
Signature:	/s/ Mark Goldman
Print Name: Mark Goldman
Signature:	/s/ Kenneth Goldsbrough
Print Name: Kenneth Goldsbrough
Signature:	/s/ Gary Gordon
Print Name: Gary Gordon
Signature:	/s/ Harry Green
Print Name: Harry Green
Signature:	/s/ Adam Greenway
Print Name: Adam Greenway
Signature:	/s/ Nicolas Guelfand
Print Name: Nicolas Guelfand
Signature:	/s/ Stuart Gunn
Print Name: Stuart Gunn
Signature:	/s/ Surbhi Gupta
Print Name: Surbhi Gupta
Signature:	/s/ Jeffrey Hammer
Print Name: Jeffrey Hammer

Signature:	/s/ John-Paul Hanson
Print Name: John-Paul Hanson
Signature:	/s/ Todd Hanson
Print Name: Todd Hanson
Signature:	/s/ Tuck (William) Hardie
Print Name: Tuck (William) Hardie
Signature:	/s/ Stephen Hardin
Print Name: Stephen Hardin
Signature:	/s/ Leland Harrs
Print Name: Leland Harrs
Signature:	/s/ Xander Hector
Print Name: Xander Hector
Signature:	/s/ David Hilty
Print Name: David Hilty
Signature:	/s/ William Hood
Print Name: William Hood
Signature:	/s/ Robert Hotz
Print Name: Robert Hotz
Signature:	/s/ Daniel Hoverman
Print Name: Daniel Hoverman
Signature:	/s/ Steve Hughes
Print Name: Steve Hughes
Signature:	/s/ Thomas Humes
Print Name: Thomas Humes
Signature:	/s/ Robert Hyer
Print Name: Robert Hyer

Signature:	/s/ Bob Irvin
Print Name: Bob Irvin
Signature:	/s/ Yuka Itami
Print Name: Yuka Itami
Jack Berka Stock Trust
Signature:	/s/ Jack Berka
Print Name: Jack Berka
Title: Trustee
Signature:	/s/ Kreg Jackson
Print Name: Kreg Jackson
Signature:	/s/ Scott Jackson
Print Name: Scott Jackson
Signature:	/s/ Michael Jennings
Print Name: Michael Jennings
Signature:	/s/ Michael Jenny
Print Name: Michael Jenny
Signature:	/s/ Deirdre Johnson
Print Name: Deirdre Johnson
Signature:	/s/ Mark Johnson
Print Name: Mark Johnson
Signature:	/s/ Bradley Jordan
Print Name: Bradley Jordan
Signature:	/s/ Joseph Julian
Print Name: Joseph Julian
Signature:	/s/ Matthew Kaczmarek
Print Name: Matthew Kaczmarek

Signature:	/s/ Gavin Kagan
Print Name: Gavin Kagan
Signature:	/s/ Kushal Kapadia
Print Name: Kushal Kapadia
Signature:	/s/ Dennis Kawachi
Print Name: Dennis Kawachi
Signature:	/s/ Douglas Keller
Print Name: Douglas Keller
Signature:	/s/ Ranon Kent
Print Name: Ranon Kent
Signature:	/s/ Laura Kimmel
Print Name: Laura Kimmel
Signature:	/s/ Jonathan Kirkland
Print Name: Jonathan Kirkland
Signature:	/s/ Michael Krakovsky
Print Name: Michael Krakovsky
Signature:	/s/ David Krasnik
Print Name: David Krasnik
Signature:	/s/ Benjamin Krauskopf
Print Name: Benjamin Krauskopf
Signature:	/s/ Sascha Kroissenbrunner
Print Name: Sascha Kroissenbrunner
Signature:	/s/ Daniel Krsicka
Print Name: Daniel Krsicka
Signature:	/s/ Gunes Kulaligil
Print Name: Gunes Kulaligil

Signature:	/s/ Rick Lacher
Print Name: Rick Lacher
Signature:	/s/ Timothy Larsen
Print Name: Timothy Larsen
Signature:	/s/ James Lavelle
Print Name: James Lavelle
Signature:	/s/ Emmelene Lee
Print Name: Emmelene Lee
Signature:	/s/ Meissa Lee
Print Name: Meissa Lee
Signature:	/s/ Niklas Lerche
Print Name: Niklas Lerche
Signature:	/s/ Terence Leung
Print Name: Terence Leung
Signature:	/s/ Lionel Leventhal
Print Name: Lionel Leventhal
Signature:	/s/ Jeffrey Levine
Print Name: Jeffrey Levine
Signature:	/s/ Jeffrey Lewis
Print Name: Jeffrey Lewis
Signature:	/s/ Stephen Lewis
Print Name: Stephen Lewis
Signature:	/s/ Dennis Liao
Print Name: Dennis Liao
Signature:	/s/ Brennan Libbey
Print Name: Brennan Libbey

Signature:	/s/ Angelo Lorenzana
Print Name: Angelo Lorenzana
Signature:	/s/ Robert Louv
Print Name: Robert Louv
Signature:	/s/ Brett Lowrey
Print Name: Brett Lowrey
Signature:	/s/ Cindy Ma
Print Name: Cindy Ma
Signature:	/s/ Andrew Macnamara
Print Name: Andrew Macnamara
Signature:	/s/ Justin Magner
Print Name: Justin Magner
Signature:	/s/ Brent Maier
Print Name: Brent Maier
Signature:	/s/ Jessica Maring
Print Name: Jessica Maring
Marjorie L. Bowen Stock Trust
Signature:	/s/ William Huger Hardie III
Print Name: William Huger Hardie III
Title: Trustee
Signature:	/s/ Brian Marler
Print Name: Brian Marler
Signature:	/s/ Peter Marshall
Print Name: Peter Marshall
Signature:	/s/ Manuel Martinez-Fidalgo
Print Name: Manuel Martinez-Fidalgo

Signature:	/s/ Anthony Martino
Print Name: Anthony Martino
Signature:	/s/ Russell Mason
Print Name: Russell Mason
Signature:	/s/ John Mavredakis
Print Name: John Mavredakis
Signature:	/s/ Linda Maxwell
Print Name: Linda Maxwell
Signature:	/s/ Matthew Mazzucchi
Print Name: Matthew Mazzucchi
Signature:	/s/ Brian Mcdonald
Print Name: Brian Mcdonald
Signature:	/s/ Bruce Mcdonald
Print Name: Bruce Mcdonald
Signature:	/s/ Michael Mcelhenney
Print Name: Michael Mcelhenney
Signature:	/s/ John Mcintosh
Print Name: John Mcintosh
Signature:	/s/ Michael Mcmahon
Print Name: Michael Mcmahon
Signature:	/s/ Tony Meixelsperger
Print Name: Tony Meixelsperger
Signature:	/s/ Karen Miles
Print Name: Karen Miles
Signature:	/s/ Andrew Miller
Print Name: Andrew Miller

Signature:	/s/ Ann Miller
Print Name: Ann Miller
Signature:	/s/ Matthew Monahan
Print Name: Matthew Monahan
Signature:	/s/ Michael Morabito
Print Name: Michael Morabito
Signature:	/s/ Andrew Morrow
Print Name: Andrew Morrow
Signature:	/s/ Jennifer Muller
Print Name: Jennifer Muller
Signature:	/s/ John Nelligan
Print Name: John Nelligan
Signature:	/s/ Hugh Nelson
Print Name: Hugh Nelson
Signature:	/s/ Gregg Newman
Print Name: Gregg Newman
Signature:	/s/ Matthew Niemann
Print Name: Matthew Niemann
Signature:	/s/ Darren Novak
Print Name: Darren Novak
Signature:	/s/ Jay Novak
Print Name: Jay Novak
Signature:	/s/ Daniel O’Donnell
Print Name: Daniel O’Donnell
Signature:	/s/ Ryan O’Toole
Print Name: Ryan O’Toole

Signature:	/s/ James Owen
Print Name: James Owen
Signature:	/s/ James Page
Print Name: James Page
Signature:	/s/ Amit Patel
Print Name: Amit Patel
Signature:	/s/ Toby Pearce
Print Name: Toby Pearce
Signature:	/s/ William Peluchiwski
Print Name: William Peluchiwski
Signature:	/s/ Michael Pisani
Print Name: Michael Pisani
Signature:	/s/ Travis Pittman
Print Name: Travis Pittman
Signature:	/s/ Derek Pitts
Print Name: Derek Pitts
Signature:	/s/ Florus Plantenga
Print Name: Florus Plantenga
Signature:	/s/ John Popehn
Print Name: John Popehn
Signature:	/s/ Phillip Preis
Print Name: Phillip Preis
Signature:	/s/ David Preiser
Print Name: David Preiser
Signature:	/s/ Andrew Proctor
Print Name: Andrew Proctor

Signature:	/s/ Thomas Puricelli
Print Name: Thomas Puricelli
Signature:	/s/ Alexey Raskin
Print Name: Alexey Raskin
Signature:	/s/ Arun Reddy
Print Name: Arun Reddy
Signature:	/s/ Michael Repka
Print Name: Michael Repka
Signature:	/s/ Scott Richardson
Print Name: Scott Richardson
Signature:	/s/ David Roberts
Print Name: David Roberts
Signature:	/s/ Sean Robison
Print Name: Sean Robison
Signature:	/s/ Justin Rofel
Print Name: Justin Rofel
Signature:	/s/ Robert Rosenberg
Print Name: Robert Rosenberg
Signature:	/s/ James Ryan
Print Name: James Ryan
Signature:	/s/ Matthew Ryan
Print Name: Matthew Ryan
Signature:	/s/ Noel Ryan
Print Name: Noel Ryan
Signature:	/s/ Youmna Salameh
Print Name: Youmna Salameh

Signature:	/s/ David Salemi
Print Name: David Salemi
Signature:	/s/ Kevin Salmini
Print Name: Kevin Salmini
Signature:	/s/ Paul Sanabria
Print Name: Paul Sanabria
Signature:	/s/ Ryan Sandahl
Print Name: Ryan Sandahl
Signature:	/s/ Mark Schade
Print Name: Mark Schade
Signature:	/s/ Graham Schindler
Print Name: Graham Schindler
Signature:	/s/ Michael Schober
Print Name: Michael Schober
Signature:	/s/ John Schoenfeld
Print Name: John Schoenfeld
Signature:	/s/ Jerome Schwartzman
Print Name: Jerome Schwartzman
Signature:	/s/ Scott Sergeant
Print Name: Scott Sergeant
Signature:	/s/ Tom Seward
Print Name: Tom Seward
Signature:	/s/ Manisha Shah
Print Name: Manisha Shah
Signature:	/s/ Michael Sharp
Print Name: Michael Sharp

Signature:	/s/ Stephen Sheridan
Print Name: Stephen Sheridan
Signature:	/s/ P. Siegert
Print Name: P. Siegert
Signature:	/s/ Julie Silcock
Print Name: Julie Silcock
Signature:	/s/ Mark Smith
Print Name: Mark Smith
Signature:	/s/ Reid Snellenbarger
Print Name: Reid Snellenbarger
Signature:	/s/ John Soden
Print Name: John Soden
Signature:	/s/ David Sola
Print Name: David Sola
Signature:	/s/ John Song
Print Name: John Song
Signature:	/s/ Stephen Spencer
Print Name: Stephen Spencer
Signature:	/s/ Jean Stack
Print Name: Jean Stack
Signature:	/s/ Timothy Steffen
Print Name: Timothy Steffen
Signature:	/s/ Kevin Stephens
Print Name: Kevin Stephens
Signature:	/s/ Jeffrey Stern
Print Name: Jeffrey Stern

Signature:	/s/ Todd Strassman
Print Name: Todd Strassman
Signature:	/s/ Andrew Stull
Print Name: Andrew Stull
Signature:	/s/ Timothy Stute
Print Name: Timothy Stute
Signature:	/s/ Joseph Swanson
Print Name: Joseph Swanson
Signature:	/s/ Stephen Sweet
Print Name: Stephen Sweet
Signature:	/s/ Ed Taniguchi
Print Name: Ed Taniguchi
Signature:	/s/ Joshua Tanzer
Print Name: Joshua Tanzer
Signature:	/s/ Jeffrey Tarbell
Print Name: Jeffrey Tarbell
Signature:	/s/ John Taylor
Print Name: John Taylor
The Tchen Stock Trust
Signature:	/s/ Terence Tchen
Print Name: Terence Tchen
Title: Trustee
Signature:	/s/ Craig Tessimond
Print Name: Craig Tessimond

The Beiser Stock Trust
Signature:	/s/ Scott L. Beiser
Print Name: Scott L. Beiser
Title: Trustee
The Clark Stock Trust
Signature:	/s/ Sam W. Clark, IV
Print Name: Sam W. Clark, IV
Title: Trustee
Terence B. Flynn Revocable Living Trust
Signature:	/s/ Terence B. Flynn
Print Name: Terence B. Flynn
Title: Trustee
The Geer Stock Trust
Signature:	/s/ Bradley C. Geer
Print Name: Bradley C. Geer
Title: Trustee
The Gold Stock Trust
Signature:	/s/ Irwin N. Gold
Print Name: Irwin N. Gold
Title: Trustee
The Kolbrenner Stock Trust
Signature:	/s/ Scott Kolbrenner
Print Name: Scott Kolbrenner
Title: Trustee
The Spencer Stock Trust
Signature:	/s/ Matthew Spencer
Print Name: Matthew Spencer
Title: Trustee
Signature:	/s/ Daniel Williams
Print Name: Daniel Williams
Signature:	/s/ David Timblick
Print Name: David Timblick

Signature:	/s/ Steven Tishman
Print Name: Steven Tishman
Signature:	/s/ Alain Toto
Print Name: Alain Toto
Signature:	/s/ Terry Treemarcki
Print Name: Terry Treemarcki
Signature:	/s/ Andrew Turnbull
Print Name: Andrew Turnbull
Signature:	/s/ Bruce Urbanek
Print Name: Bruce Urbanek
Signature:	/s/ Fredrick Vescio
Print Name: Fredrick Vescio
Signature:	/s/ Jorge Villen Marin
Print Name: Jorge Villen Marin
Signature:	/s/ Dimitar Voukadinov
Print Name: Dimitar Voukadinov
Signature:	/s/ Bryan Walker
Print Name: Bryan Walker
Signature:	/s/ Eugene Weil
Print Name: Eugene Weil
Signature:	/s/ Jay Weinberger
Print Name: Jay Weinberger
Signature:	/s/ Andrew Weinstein
Print Name: Andrew Weinstein
Signature:	/s/ Jeffrey Werbalowsky
Print Name: Jeffrey Werbalowsky

The William H. Sherer and Renée C. Sherer Marital Trust
Signature:	/s/ William H. Sherer
Print Name: William H. Sherer
Title: Trustee
Signature:	/s/ Christopher Wilson
Print Name: Christopher Wilson
Signature:	/s/ Jeffrey Wilson
Print Name: Jeffrey Wilson
Signature:	/s/ Stephen Winningham
Print Name: Stephen Winningham
Signature:	/s/ Eric Winthrop
Print Name: Eric Winthrop
Signature:	/s/ Yanson Wu
Print Name: Yanson Wu
Signature:	/s/ Malte Wulfetange
Print Name: Malte Wulfetange
Signature:	/s/ Charles Yamarone
Print Name: Charles Yamarone
Signature:	/s/ Nicolas Zintl
Print Name: Nicolas Zintl
Signature:	/s/ Philippe Zrihen
Print Name: Philippe Zrihen
Signature:	/s/ Ansgar Zwick
Print Name: Ansgar Zwick

EX-10.1

Exhibit 10.1

HOULIHAN LOKEY, INC.

STOCKHOLDERS’ AGREEMENT

by and among

HOULIHAN LOKEY, INC.,
a Delaware corporation

and

the

HOLDERS
identified herein

Dated as of August 18, 2015

TABLE OF CONTENTS

		Page
ARTICLE 1. DEFINITIONS		1
ARTICLE 2. GOVERNANCE		5
2.1	Board of Directors of the Company	5
ARTICLE 3. COVENANTS		10
3.1	Transfer Restrictions and Underwritten Offerings	10
3.2	Further Restrictions	12
3.3	Legend	12
3.4	HL Management Agreements	12
ARTICLE 4. REPRESENTATIONS AND WARRANTIES		13
4.1	Representations and Warranties	13
4.2	HL Voting Trust Agreement	13
ARTICLE 5. TERMINATION		14
5.1	Termination of Agreement	14
ARTICLE 6. MISCELLANEOUS		14
6.1	Amendments and Waivers	14
6.2	Entire Agreement	14
6.3	Further Assurances	14
6.4	Notices	14
6.5	Governing Law; Arbitration	15
6.6	Certain Rules of Construction	17
6.7	Binding Effect	17
6.8	Severability	17
6.9	Successors and Assigns	17
6.10	Counterparts	18
6.11	Survival	18

EXHIBIT A	Schedule of Reserved Matters Requiring Two-Thirds Vote of the Board of Directors
EXHIBIT B	Form of HL Lock-up Agreement
EXHIBIT C	Form of HL Management Registration Rights Agreement
EXHIBIT D	Form of HL Voting Trust Agreement
EXHIBIT E	Schedule of Key Terms of the Compensation Committee Charter
SCHEDULE A	Certain Pre-IPO Date Transactions

i

Houlihan Lokey, Inc.

STOCKHOLDERS’ AGREEMENT

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”).

RECITALS

WHEREAS, in connection with the IPO (as defined below), the Holders and the Company desire to address certain relationships among themselves with respect to the Shares (as defined below) of the Company held by them.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1.
DEFINITIONS

Capitalized words and phrases used and not otherwise defined elsewhere in this Agreement shall have the following meanings:

“Agreement” is defined in the Preamble, as the same may be amended from time to time.

“Arbitrator” is defined in Section 6.5.3.

“Audit Committee” means the Audit Committee of the Board of Directors of the Company.

“Board of Directors” means the Board of Directors of the Company.

“Capital Stock” means: (a) in the case of a corporation, corporate stock; (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Claims” is defined in Section 6.5.1.

“Company” is defined in the Preamble.

1

“Compensation Amount” means, with respect to the relevant period, an amount equal to 66% of the Company’s Professional Fee Revenues for such period; provided that it is understood that (a) no effect shall be given to any grants of cash or stock made in anticipation of the IPO and (b) the value of any stock granted to employees as part of the Company’s deferred compensation program shall be determined as of the date of grant and not on any date of vesting of such stock.

“Compensation Committee” means the Compensation Committee of the Board of Directors of the Company.

“Dispute Notice” is defined in Section 6.5.2.

“Effective Date” is defined in the Preamble.

“Encumbrance” means a security interest, lien, charge, claim, community or other marital property interest, pledge, alienation, mortgage, option, hypothecation, encumbrance or similar collateral assignment by any other means, whether for value or no value and whether voluntary or involuntary (including by operation of law or by judgment, levy, attachment, garnishment, bankruptcy or other legal or equitable proceedings) or any other restriction on use, voting (including any proxy), transfer (including any right of first refusal or similar right), receipt of income or exercise of any other attribute of ownership.  The term “Encumber” shall have a correlative meaning.

“Exchange” means the New York Stock Exchange, or any other stock exchange on which the common stock of the Company is listed.

“Existing Shares” means the Shares issued and outstanding on the IPO Date.

“Fully Diluted Basis” means, with respect to the calculation of the number of Shares outstanding as of any date of determination, the number of Shares issued and outstanding as of such date of determination, assuming (a) the conversion of all outstanding securities that by their terms are convertible into Shares, (b) the cash exercise of all outstanding options, stock appreciation rights and other securities that by their terms may be exercisable for Shares (whether or not such securities or awards alternatively may be settled for cash, and whether or not vested), (c) the vesting and settlement of all restricted stock, deferred stock, restricted stock units and other compensatory equity-based or equity-linked awards that by their terms may be settled for Shares (whether or not such securities or awards alternatively may be settled for cash), and (d) the exchange of all outstanding securities that by their terms are exchangeable for Shares.  Such number shall not include any Shares reserved for issuance under equity incentive plans as of the applicable date of determination (other than Shares assumed to be issued under the foregoing sentence).

“GAAP” means U.S. generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time, consistently applied.

2

“HL Lock-Up Agreements” means the separate lock-up agreements entered into by and between the Company and certain HL Management Stockholders, from time to time, substantially in the form attached hereto as Exhibit B (as each may be amended from time to time in accordance with this Agreement).

“HL Management Stockholder” means an individual stockholder that is an employee of the Company or any of its Subsidiaries.

“HL Management Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof, by and between the Company and the HL Management Stockholders party thereto, substantially in the form attached hereto as Exhibit C (as may be amended from time to time).

“HL Voting Trust” means the trust established under the HL Voting Trust Agreement.

“HL Voting Trust Agreement” means that certain Voting Trust Agreement, dated as of the date hereof, by and among the Company, the HL Management Stockholders party thereto, and the Trustees, substantially in the form attached hereto as Exhibit D (as may be amended from time to time in accordance with this Agreement).

“Holders” is defined in the Preamble.

“IPO” means the initial public offering of Shares, including Shares offered pursuant to the exercise by the underwriters of any additional option to sell “greenshoe” Shares described in an underwriting agreement between the Company, the stockholders party thereto and the underwriters with respect to the IPO, pursuant to an effective registration statement under the Securities Act of 1933, as amended.

“IPO Date” means the date of the closing of the IPO (including, if later, the closing of the sale of Shares upon exercise of the “greenshoe” option).

“Material Subsidiary” means a Subsidiary of the Company that generates Professional Fee Revenues.

“Nominating Committee” means the Nominating Committee of the Board of Directors of the Company.

“Organizational Documents” means the certificate of incorporation and by-laws, each as amended from time to time, of the Company.

“ORIX” means ORIX HLHZ Holding LLC, a Delaware limited liability company.

“ORIX Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof, by and between the Company and ORIX, as may be amended from time to time in accordance with its terms.

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“ORIX Senior Executive” means the Chief Executive Officer or Chief Financial Officer of ORIX USA Corporation.

“Percentage Ownership” means, as of a specified date, the percentage, equal to (a) the number of Shares held by ORIX (directly or through a brokerage or similar account) on such date (not including any Shares acquired by ORIX after the Effective Date (other than Shares acquired by ORIX as a result of a stock split, distribution or similar pro rata reorganization)) divided by (b) the total number of Shares outstanding on such date, calculated on a Fully Diluted Basis.

“Person” means and includes an individual, a general or limited partnership, a limited liability company, a joint venture, a corporation (including any nonprofit corporation), an estate, a trust, an unincorporated organization, an association, a government or any department or agency thereof or any entity similar to any of the foregoing.

“Post-IPO Percentage Ownership” means, as of a specified date, the percentage, equal to (a) the number of Shares held by ORIX (directly or through a brokerage or similar account) on such date (not including any Shares acquired by ORIX after the IPO Date (other than Shares acquired by ORIX as a result of a stock split, distribution or similar pro rata reorganization)) divided by (b) the total number of Shares that were outstanding immediately following the consummation of the IPO on the IPO Date, calculated on a Fully Diluted Basis; provided that, any Shares, any outstanding securities convertible into Shares, any restricted stock and other compensatory equity-based or equity-linked awards that by their terms may be settled for Shares and any outstanding securities that by their terms are exchangeable for Shares, in each case, without duplication, that are issued as purchase price consideration for the acquisition(s) pursuant to the agreement(s) set forth on Schedule A hereto shall be excluded from the calculation in this clause (b).

“Professional Fee Revenues” means the consolidated fee revenue of the Company and its Subsidiaries as reflected in its audited financial statements; provided, that, for the avoidance of doubt, Professional Fee Revenues does not include revenues related to reimbursements for out of pocket costs and expenses.

“Securities Act” means the Securities Act of 1933, as amended.

“Shares” means shares of Class A common stock and Class B common stock of the Company.

“Subsidiary” means, with respect to any specified Person at any time: (a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at such time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); or (b) any partnership (i) the sole general partner, the managing general partner or the managing member of which is such Person or a Subsidiary of such Person at such

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time or (ii) the only general partners or managing members of which are that Person or one or more Subsidiaries of that Person (or any combination thereof) at such time.

“Supermajority Period” means the period beginning on the IPO Date and ending on the earlier of (a) the third anniversary of the Effective Date and (b) the date on which ORIX’s Post-IPO Percentage Ownership first falls below 20%; provided, however, that if on the third anniversary of the Effective Date, ORIX’s Post-IPO Percentage Ownership is greater than or equal to 30%, then the Supermajority Period shall be extended for an additional period that shall end on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that ORIX’s Post-IPO Percentage Ownership first falls below 20%.

“Transfer” means a sale, transfer, assignment, gift, bequest or disposition by any other means, whether for value or no value and whether voluntary or involuntary (including, without limitation, by realization upon any Encumbrance or by operation of law or by judgment, levy, attachment, garnishment, bankruptcy or other legal or equitable proceedings).  The term “Transferred” shall have a correlative meaning.

“Trustee” means a Trustee under the HL Voting Trust Agreement.

“Underwritten Offering” means an offering in which securities of the Company are sold to an underwriter or underwriters for reoffering to the public.

ARTICLE 2.
GOVERNANCE

2.1Board of Directors of the Company.  Each Holder shall vote all of its Shares entitled to vote thereon and shall take all other necessary or desirable actions within its control (whether in its capacity as a stockholder, director (subject to any fiduciary duties that such members may have as directors of the Company), member of a board committee or officer of the Company or otherwise, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including calling special board and stockholder meetings), including, in each case, ensuring that the Organizational Documents do not conflict with this Agreement, so that:

2.1.1Composition.

(a)The Board of Directors shall consist of exactly eleven directors, including three independent directors that meet the independence requirements applicable to Audit Committee members.  Notwithstanding the prior sentence, the Board of Directors may consist of ten members, including two independent directors that meet the independence requirements applicable to Audit Committee members at any time prior to the first anniversary of the effective date of the registration statement on Form S-1 filed by the Company with the U.S. Securities and Exchange Commission in connection with the IPO.  In the event that the Board of Directors includes only two directors that meet the independence requirements applicable to Audit Committee members during such one-year period, the parties (x) agree to cooperate in good faith to designate a third director that satisfies such requirements as soon as reasonably practicable (with the mutual

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objective of designating such person within 90 days of the effective date of the registration statement on Form S-1 filed by the Company with the U.S. Securities and Exchange Commission in connection with the IPO ) and (y) agree to comply with the requirements of the last proviso of Section 2.1.4.

(b)Up until the fifth anniversary of the Effective Date, each Holder shall designate directors to serve on the Board of Directors so that:

(1)At any time when ORIX’s Post-IPO Percentage Ownership is 20% or greater, (A) four directors shall be individuals designated by ORIX, (B) four directors shall be individuals designated by the Trustees on behalf of the HL Voting Trust, and (C) three directors (or two, if the Board of Directors shall consist of ten members as permitted pursuant to Section 2.1.1(a)), who shall serve on the Audit Committee and meet the independence requirements applicable to Audit Committee members, and to the extent applicable, the respective independence requirements applicable to Compensation Committee and Nominating Committee members, in each case, under the Exchange rules (in each case after taking into account any controlled-company exception and post-initial public offering transition rules, to the extent available), shall be individuals mutually agreed by ORIX and the Trustees on behalf of the HL Voting Trust.

(2)At any time when ORIX’s Post-IPO Percentage Ownership is greater than or equal to 10% but less than 20%, (A) three directors shall be individuals designated by ORIX, (B) five directors shall be individuals designated by the Trustees on behalf of the HL Voting Trust and (C) three directors (or two, if the Board of Directors shall consist of ten members as permitted pursuant to Section 2.1.1(a)), who shall serve on the Audit Committee and meet the independence requirements applicable to Audit Committee members, and to the extent applicable, the respective independence requirements applicable to Compensation Committee and Nominating Committee members, in each case, under the Exchange rules (in each case after taking into account any controlled-company exception and post-initial public offering transition rules, to the extent available), shall be individuals designated by the Trustees on behalf of the HL Voting Trust with the approval of ORIX; provided that such approval shall not be unreasonably withheld, conditioned or delayed; and provided, further, that withholding, conditioning or delaying approval of any individual for inclusion in any such committee may be based, if appropriate, on the individual’s current, past or future affiliations or relationships with the Company (without limiting any other bases on which such approval may reasonably be withheld, conditioned or delayed);

(3)At any time when ORIX’s Post-IPO Percentage Ownership is less than 10% but greater than 0%, (A) one director shall be an individual designated by ORIX and (B) ten directors shall be individuals designated by the Trustees on behalf of the HL Voting Trust, three (or two, if the Board of Directors shall consist of ten members as permitted pursuant to Section 2.1.1(a)) of whom shall serve on the Audit Committee and meet the independence requirements applicable

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to Audit Committee members, and to the extent applicable, the respective independence requirements applicable to Compensation Committee and Nominating Committee members, in each case, under the Exchange rules (in each case after taking into account any controlled-company exception and post-initial public offering transition rules, to the extent available).

(c)At any time after the fifth anniversary of the Effective Date, each Holder shall designate directors to serve on the Board of Directors so that:

(1)At any time when ORIX’s Percentage Ownership is 20% or greater, (A) three directors shall be individuals designated by ORIX and (B) eight directors shall be individuals designated by the Trustees on behalf of the HL Voting Trust, three of whom shall serve on the Audit Committee and meet the independence requirements applicable to Audit Committee members, and to the extent applicable, the respective independence requirements applicable to Compensation Committee and Nominating Committee members, in each case, under the Exchange rules (in each case after taking into account any controlled-company exception and post-initial public offering transition rules, to the extent available).

(2)At any time when ORIX’s Percentage Ownership is greater than or equal to 10% but less than 20%, (A) two directors shall be individuals designated by ORIX, (B) nine directors shall be individuals designated by the Trustees on behalf of the HL Voting Trust, three of whom shall serve on the Audit Committee and meet the independence requirements applicable to Audit Committee members, and to the extent applicable, the respective independence requirements applicable to Compensation Committee and Nominating Committee members, in each case, under the Exchange rules (in each case after taking into account any controlled-company exception and post-initial public offering transition rules, to the extent available).

(3)At any time when ORIX’s Percentage Ownership is greater than or equal to 5% but less than 10%, (A) one director shall be an individual designated by ORIX and (B) ten directors shall be individuals designated by the Trustees on behalf of the HL Voting Trust, three of whom shall serve on the Audit Committee and meet the independence requirements applicable to Audit Committee members, and to the extent applicable, the respective independence requirements applicable to Compensation Committee and Nominating Committee members, in each case, under the Exchange rules (in each case after taking into account any controlled-company exception and post-initial public offering transition rules, to the extent available).

(4)When ORIX’s Percentage Ownership is greater than 0% but less than 5%, all directors shall be individuals designated by the Trustees on behalf of the HL Voting Trust, three of whom shall serve on the Audit Committee and meet the independence requirements applicable to Audit Committee members, and to the extent applicable, the respective independence requirements applicable to

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Compensation Committee and Nominating Committee members, in each case, under the Exchange rules (in each case after taking into account any controlled-company exception and post-initial public offering transition rules, to the extent available).

(d)Each Holder may cause any director designated by it pursuant to Section 2.1.1(b) or (c) above to be removed (with or without cause) at any time and the other Holder shall take any action within their control reasonably necessary to effect such removal.  Except with respect to a resignation described in Section 2.1.1(e), in the event that a vacancy is created at any time due to the death, disability, retirement, resignation or removal of any director who was designated by ORIX or the Trustees on behalf of the HL Voting Trust under this Agreement, each of ORIX, each Trustee on behalf of the HL Voting Trust, and the Company agrees to take at any time and from time to time all actions necessary to cause the vacancy created thereby to be filled as promptly as practicable by a new designee of ORIX or the Trustees on behalf of the HL Voting Trust, as the case may be.

(e)In the event that the number of directors ORIX is entitled to designate under Section 2.1.1(b) or Section 2.1.1(c) decreases, ORIX shall take all actions necessary to cause a sufficient number of ORIX-designated directors to tender resignations from the Board of Directors as soon as practicable and, in any event, within five business days of such decrease, so that (if such resignations are accepted by the Board of Directors) the number of ORIX-designated directors serving on the Board of Directors shall equal the number of directors ORIX is entitled to designate under Section 2.1.1(b) or Section 2.1.1(c) at that time.  Each of ORIX, each Trustee on behalf of the HL Voting Trust, and the Company agrees to take at any time and from time to time all actions necessary to cause any such vacancies created by such resignations to be filled as promptly as practicable by new designees of the Trustees on behalf of the HL Voting Trust.

(f)At any time when Section 2.1.1(b)(1) or (b)(2) applies, if the Board of Directors is then separated into three classes, at least one ORIX-designated director shall be in each class.

2.1.2Election of Directors.  If the Company holds a meeting of stockholders for the purpose of electing directors, the Company agrees to include as the slate of nominees recommended by the Board of Directors those persons designated by ORIX and by the Trustees on behalf of the HL Voting Trust in accordance with Section 2.1.1, and to use its reasonable best efforts to cause the election of each such designee to the Board of Directors, including nominating such designees to be elected as directors, in each case subject to applicable law.

2.1.3Board of Directors Action and Supermajority Matters. The affirmative vote of a number of directors constituting a majority of the Board of Directors then in office (that is, six or more directors in the case of an 11-member Board of Directors, assuming no vacancies) shall be the act of the Board of Directors; provided, however, that, during the Supermajority Period, any action set forth on Exhibit A hereto (or the entry into any agreement or adoption of any plan to engage in any action set forth on Exhibit A hereto) will require the affirmative vote

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of a number of directors constituting at least two-thirds of the Board of Directors then in office (that is, eight or more directors in the case of an 11-member Board of Directors, assuming no vacancies).

2.1.4Standing Committees.  Until the earlier of (a) the fifth anniversary of the Effective Date and (b) the date on which ORIX’s Post-IPO Percentage Ownership first falls below 10%, the Board of Directors shall not have any standing committees other than the Audit Committee, Compensation Committee, Nominating Committee and any other committees otherwise required by applicable law or regulation or stock exchange requirements; provided, that, subject to the following provisions of this Section 2.1.4, the Board of Directors may determine to have an additional standing committee (or standing committees) during such period.  During such period, all actions and recommendations of any standing committee (other than the Audit Committee and other than the Compensation Committee to the extent Exhibit E provides otherwise) must be subject to the approval of the Board of Directors (which must, for the avoidance of doubt, be by the affirmative vote of two-thirds of the entire Board of Directors to the extent required by Section 2.1.3), and at least one member of each standing committee shall be an individual designated by ORIX to be a director pursuant to Section 2.1.1 and one member shall be an individual designated by the Trustees on behalf of the HL Voting Trust to be a director pursuant to Section 2.1.1; provided, that, each such designee, as applicable, must satisfy the independence requirements, if any, applicable to such committee members under the Exchange rules (in each case after taking into account any controlled-company exception and post-initial public offering transition rules, to the extent available); provided, further that, each of ORIX and the Trustees on behalf of the HL Voting Trust shall cause its or their respective designated member of the Audit Committee to resign from the Audit Committee prior to the first anniversary of the effective date of the registration statement on Form S-1 filed by the Company with the U.S. Securities and Exchange Commission in connection with the IPO; provided, further that in the event that a third independent director that meets the independence requirements applicable to Audit Committee members is not appointed within 90 days of the effective date of the registration statement on Form S-1 filed by the Company with the U.S. Securities and Exchange Commission in connection with the IPO, then ORIX and the Trustees on behalf of the HL Voting Trust shall cause its or their respective designated member of the Audit Committee to resign from the Audit Committee within such 90-day period, and, following the appointment of a third independent director that meets the independence requirements applicable to the Audit Committee members, such members will be reappointed to the Audit Committee for the remainder of the one-year period referenced above.

2.1.5Agreement of the Company, ORIX and the HL Voting Trust.  Each of the Company, ORIX and each Trustee on behalf of the HL Voting Trust agrees that it will take all necessary action within its control to cause the matters addressed by this Section 2.1 to be carried out in accordance with the provisions hereof.  Without limiting the foregoing, the Company shall not permit the Secretary of the Company or, if there is no Secretary, such other officer or employee of the Company as may be fulfilling the duties of the Secretary, to record any vote or consent or other action contrary to the terms of this Section 2.1.

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ARTICLE 3.
COVENANTS

3.1Transfer Restrictions and Underwritten Offerings.

3.1.1The Company and ORIX acknowledge and agree that:

(a)To the fullest extent permitted by law, ORIX shall not (1) Transfer or Encumber any Existing Shares prior to the termination or waiver of any lock-up agreement imposed on ORIX by the underwriters in the IPO except as permitted pursuant to such lock-up agreement, or (2) purchase or acquire any Shares from any HL Management Stockholder without the prior approval of the Board of Directors; provided that, for the avoidance of doubt, following the termination or waiver of any lock-up agreement described in (1) above, ORIX shall be permitted to Transfer and Encumber any Shares (including Existing Shares) and purchase or acquire Shares from any sources other than HL Management Stockholders.

(b)The Company shall not permit HL Management Stockholders to sell any Shares in an Underwritten Offering pursuant to the HL Management Registration Rights Agreement (or pursuant to any other registration rights or similar agreement) until after the termination or waiver of any lock-up agreement imposed on ORIX by the underwriters in connection with the IPO and then only in accordance with the provisions of (and only if they are parties to) the HL Managements Registration Rights Agreement, subject to the satisfaction of the following conditions and limitations:

(1)the price, size, timing and other terms and conditions of any such Underwritten Offering must be approved by the Board of Directors based on consultation with and advice from a managing underwriter or underwriters for the offering selected by the Board of Directors in accordance with Section 2.03 of the ORIX Registration Rights Agreement; without limiting the generality of the foregoing, ORIX may delay any such Underwritten Offering by up to 120 days in its sole discretion; provided, however, that ORIX’s right to delay any such Underwritten Offering pursuant to this Section 3.1.1(b)(1) shall terminate on the date that is 12 months following the termination or waiver of any lock-up agreement imposed on ORIX by the underwriters in the IPO;

(2)the number of Shares held by employees of the Company following such offering must represent: (i) at least 42% of all Shares then outstanding, calculated on a Fully Diluted Basis, in the case of an offering consummated prior to the first anniversary of the Effective Date; (ii) at least 37% of all Shares then outstanding, calculated on a Fully Diluted Basis, in the case of an offering consummated on or after the first anniversary but prior to the second anniversary of the Effective Date; and (iii) at least 32% of all Shares then outstanding, calculated on a Fully Diluted Basis, in the case of an offering consummated on or after the second anniversary but prior to the third anniversary of the Effective Date; provided, that, the conditions set forth in this Section

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3.1.1(b)(2) shall not apply in the event that ORIX’s Percentage Ownership falls below 10%;

(3)all HL Management Stockholders party to the HL Management Registration Rights Agreement must be offered the opportunity to participate in any such Underwritten Offering on a pro rata basis, calculated by dividing the number of Shares beneficially owned by each HL Management Stockholder by the number of Shares held by all HL Management Stockholders party to the HL Management Registration Rights Agreement (provided that if any HL Management Stockholder party to the HL Management Registration Rights Agreement does not participate up to such holder’s pro rata share, then the amount of such holder’s unused capacity shall be allocated among the participating HL Management Stockholders as determined by the HL Management Stockholder Representative (as defined in the HL Management Registration Rights Agreement)); provided further, that no HL Management Stockholder who is a member of the Board of Directors may participate in any offering in an amount that exceeds such individual’s pro rata share (calculated by dividing the number of Shares beneficially owned by such individual by the number of Shares held by HL Management Stockholders party to the HL Management Registration Rights Agreement) without the express approval of the Board of Directors (including with the approval of at least one ORIX-designated director); provided that such approval right of at least one-ORIX designated director shall expire on the date that is 12 months following the termination of any lock-up agreement imposed on ORIX by the underwriters in the IPO; and

(4)for the avoidance of doubt, if ORIX participates in such Underwritten Offering, then the relative participation of ORIX and the HL Management Stockholders party to HL Management Registration Rights Agreement in the offering shall be determined consistent with Sections 2.01(e) and 2.02(c) of the ORIX Registration Rights Agreement, pursuant to which, in the event of any necessary reduction in the size of the offering, such reduction shall be applied so that 75% of Shares in the Underwritten Offering shall be sold by ORIX and 25% of Shares in the Underwritten Offering shall be sold by the HL Management Stockholders party to HL Management Registration Rights Agreement (or as close to such ratio as possible, given the desired sale amounts and the size of any necessary reduction).

3.1.2The transfer restrictions set forth in this Article 3 are in addition to any restrictions that may apply to ORIX under applicable law or regulation.

3.1.3The rights of ORIX hereunder are personal to ORIX, and shall not be transferred or otherwise assigned to any other Person (except as contemplated by Section 6.9).  No Person to which ORIX Transfers any Shares shall be entitled to the rights under this Agreement nor be subject to the obligations hereunder.  To the fullest extent permitted by law, any purported Transfer or Encumbrance which is not in accordance with, or subsequently violates, this Agreement shall be null and void.

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3.1.4Notwithstanding anything to the contrary in this Agreement, as a condition precedent to making of any Transfer of any Shares, the Company may require the payment of a sum sufficient to cover the amount of any taxes or other governmental charges incident thereto.

3.1.5The Company shall take all necessary or desirable actions within its control, including in each case ensuring that the Organizational Documents do not conflict with this Agreement, to enforce and give effect to the provisions of this Article 3.

3.2Further Restrictions.  Notwithstanding any contrary provision in this Agreement and to the fullest extent permitted by law, any otherwise permitted Transfer or Encumbrance shall be null and void (unless this provision is waived in writing by the Board of Directors) if:

3.2.1such Transfer or Encumbrance may subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisers Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended;

3.2.2such Transfer or Encumbrance may result in a violation of applicable laws; or

3.2.3the Company does not receive written instruments (including copies of any instruments of Transfer or Encumbrance) that are in a form reasonably satisfactory to the Company.

3.3Legend.  Any certificate representing Shares issued to a Holder shall be stamped or otherwise imprinted with a legend in substantially the following form:  “The shares represented by this certificate are subject to the provisions contained in the Stockholders’ Agreement, dated as of August 18, 2015, by and between Houlihan Lokey, Inc. and the holders identified therein.”  The Company shall make customary arrangements to cause any Shares issued in uncertificated form to be identified on the books of the Company in a substantially similar manner, and shall take appropriate steps to ensure that the transfer agent and registrar for the Shares does not allow or give effect to transfers in violation of this Agreement.

3.4HL Management Agreements.

3.4.1With respect to the HL Lock-Up Agreements:

(a)during the Supermajority Period, the Company shall not modify, amend or waive any provision of any HL Lock-Up Agreement except with the requisite approval of the Board of Directors in accordance with Exhibit A; and

(b)during the period for which ORIX’s Post-IPO Percentage Ownership is equal to or greater than 10% but less than 20%, the Company shall not modify, amend, waive any provision of, or terminate, any HL Lock-Up Agreement to the extent such modification, amendment, waiver or termination (1) is applicable to any HL Management Stockholder who is also a member of the Board of Directors or a “named executive officer” referenced in the Company’s public filings, or (2) is not a case-by-case individual-specific decision of the Board of Directors, made based on particular circumstances of the affected HL Management Stockholder, in each case without the

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approval of the Board of Directors (including with the approval of at least one ORIX-designated director); provided that such approval right of at least one-ORIX-designated director shall expire on the date ORIX’s Post-IPO Percentage Ownership falls below 10%.

3.4.2With respect to the HL Voting Trust Agreement:

(a)so long as ORIX’s Post-IPO Percentage Ownership is equal to or greater than 10%, then the Company shall not modify, amend or waive any provision of the HL Voting Trust Agreement to release Shares therefrom or otherwise materially modify, amend, waive any provision of, or terminate the HL Voting Trust Agreement, in each case, without the approval of the Board of Directors (including with the approval of at least one ORIX-designated director); and

(b)so long as ORIX’s Post-IPO Percentage Ownership is equal to or greater than 10%, then the Company shall use its reasonable best efforts to, subject to the applicable law, cause any Shares issued to employees of the Company (including to new employees in connection with acquisitions by the Company) after the IPO Date that do not become subject to the HL Voting Trust Agreement to be subject to a voting proxy requiring the proxy holder to vote in accordance with this Agreement.

ARTICLE 4.
REPRESENTATIONS AND WARRANTIES

4.1Representations and Warranties.  Each party hereto hereby represents and warrants individually and not jointly and severally to the other parties as follows:

4.1.1Authorization, etc.  It is duly formed and validly existing in good standing under the laws of the jurisdiction in which it is organized, with the full power and authority to carry on its business and to execute and deliver this Agreement; and its execution and delivery of this Agreement have been authorized by all necessary corporate or other action on its behalf, and this Agreement is its legally valid and binding obligation, enforceable against it in accordance with its terms.

4.1.2Compliance with Laws and Other Instruments.  The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the performance of the party’s obligations hereunder shall not conflict with, or result in any violation of or default under, any provision of any charter, bylaws, trust agreement, partnership agreement, limited liability company agreement or other governing instrument applicable to the party, or, to the best of the party’s knowledge, any material agreement or other instrument to which it is a party or by which it is bound, or any permit, franchise, judgment, decree, statute, order, rule or regulation applicable to such party.

4.2HL Voting Trust Agreement.  The Company represents and warrants to ORIX that as of the Effective Date, HL Management Stockholders owning not less than 95% of the aggregate Shares owned by all HL Management Stockholders as of the Effective Date are parties to the HL Voting Trust Agreement in substantially the form attached hereto as Exhibit D.

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ARTICLE 5.
TERMINATION

5.1Termination of Agreement.  Except as otherwise provided herein, the provisions of this Agreement shall terminate and be of no further force and effect upon the earliest to occur of (a) the date ORIX no longer owns any Shares, (b) the date the HL Voting Trust no longer holds any Shares, or (c) the date as of which ORIX and the HL Voting Trust agree in writing to terminate this Agreement.

ARTICLE 6.
MISCELLANEOUS

6.1Amendments and Waivers.

(a)No provision of this Agreement may be amended or waived unless such amendment or waiver is in writing and signed, in the case of an amendment, by the parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b)No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

6.2Entire Agreement.  This Agreement, including the Exhibits hereto, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and fully supersedes any and all prior or contemporaneous agreements or understandings between the parties hereto pertaining to the subject matter hereof.  This Agreement is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

6.3Further Assurances.  Each of the parties hereto does hereby covenant and agree on behalf of itself, its successors, and its assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish, and deliver such other instruments, documents and statements, and to take such other action as may be required by law or reasonably necessary to effectively carry out the purposes of this Agreement.

6.4Notices.  Any notice, consent, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be (a) delivered personally to the Person or to an officer of the Person to whom the same is directed, or (b) sent by facsimile or other electronic or digital transmission method (including e-mail), or registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

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If to ORIX, to:

ORIX USA Corporation

1717 Main Street – Suite 10100

Dallas, TX 75201

Attention: Ron Barger, General Counsel
Email:

If to the Company:

Houlihan Lokey, Inc.

10250 Constellation Blvd

Los Angeles, CA 90067

Attention:J. Lindsey Alley, Chief Financial Officer
Christopher Crain, General Counsel

Email:

If to the HL Voting Trust or the Trustees:

Scott Beiser, Irwin Gold and Robert Hotz, Trustees

c/o Houlihan Lokey, Inc.

10250 Constellation Blvd

Los Angeles, CA 90067

Email:

or to such other address as such Person may from time to time specify by notice to the Company.  Any such notice shall be deemed to be delivered, given and received for all purposes as of:  (i) the date so delivered, if delivered personally, (ii) upon receipt, if sent by facsimile or other electronic or digital transmission method (including e-mail), or (iii) on the date of receipt or refusal indicated on the return receipt, if sent by registered or certified mail, return receipt requested, postage and charges prepaid and properly addressed.

6.5Governing Law; Arbitration.

6.5.1THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF).

6.5.2It is understood and agreed between the parties hereto that any and all claims, grievances, demands, controversies, causes of action or disputes of any nature whatsoever (including but not limited to tort and contract claims, and claims upon any law, statute, order, or regulation) (collectively, “Claims”), arising out of, in connection with, or in relation to (a) the interpretation, performance or breach of this Agreement or (b) the arbitrability of any Claims under this Agreement, shall be resolved in accordance with a two-step dispute resolution process involving, first, negotiations between the ORIX Senior Executives and the Trustees referenced in Section 6.5.3, followed, if necessary, by final and binding arbitration

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before a retired judge from the JAMS/Endispute panel.  Such dispute resolution process shall be confidential.

6.5.3The parties agree that any Claim solely for monetary damages should initially be regarded as a business problem to be resolved promptly through business-oriented negotiations before resorting to arbitration pursuant to this Section 6.5.3.  Such negotiations shall commence upon the mailing of a notice (the “Dispute Notice”) from the Trustees to the ORIX Senior Executive, or from the ORIX Senior Executive to the Trustees.  Each ORIX Senior Executive and each Trustee shall have authority to settle the Claim.  If the Claim has not been resolved by the ORIX Senior Executives and the Trustees within 20 calendar days of the date of the Dispute Notice, unless the parties agree in writing to a longer period, the Claim shall be settled pursuant to binding arbitration pursuant to Section 6.5.4.  All negotiations pursuant to this Section 6.5.3 shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and shall not be used for, or admitted in, any arbitration or court proceedings under this Agreement.

6.5.4Should any Claims remain after the completion of the 20-day negotiation process described in Section 6.5.3, the parties agree to submit all remaining Claims to final and binding arbitration administered by the New York, New York offices of JAMS/Endispute in accordance with the then-existing JAMS/Endispute Arbitration Rules, except to the extent such rules conflict with the procedures set forth in this Section 6.5.4, in which case these procedures shall govern.  ORIX Senior Executives, on one hand, and the Trustees, on the other hand, shall select a mutually acceptable neutral arbitrator from the panel of arbitrators serving with any of JAMS/Endispute’s offices, but in the event ORIX Senior Executives, on one hand, and the Trustees, on the other hand, cannot agree with each other on an arbitrator acceptable to both, the Administrator of JAMS/Endispute shall appoint an arbitrator from such panel (the arbitrator so selected or appointed, the “Arbitrator”).  Neither a party nor the Arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties, except as required by applicable law.  Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all Claims pursuant to this Section 6.5.4.  The Arbitrator shall be bound by and shall strictly enforce the terms of this Section 6.5.4 and may not limit, expand or otherwise modify its terms.  The Arbitrator shall make a good faith effort to apply the substantive law (and the law of remedies, if applicable) of the state of Delaware, or federal law, or both, as applicable, without reference to its conflicts of laws provisions.  The Arbitrator shall be bound to honor claims of privilege or work-product doctrine recognized at law, but the Arbitrator shall have the discretion to determine whether any such claim of privilege or work-product doctrine applies.  The Arbitrator shall render an award and a written, reasoned opinion in support thereof.  The Arbitrator shall have power and authority to award any appropriate remedy (in law or equity) or judgment that could be awarded by a court of law in Delaware, which may include reasonable attorneys’ fees to the prevailing party, and, upon good cause shown, the Arbitrator shall afford the parties adequate discovery, including deposition discovery.  The award rendered by arbitration shall be final and binding upon the parties, and judgment upon the award may be entered in any court having jurisdiction thereof.

6.5.5Adherence to this dispute resolution process shall not limit the parties’ right to obtain any provisional remedy, including injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and interests.  Any

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requirements for the securing or posting of any bond with respect to such remedy are hereby waived by each of the parties hereto.  Each party further agrees that, in the event of any action for an injunction or other equitable remedy in respect of such breach or enforcement of specific performance, it will not assert the defense that a remedy at law would be adequate.  Notwithstanding the foregoing, this dispute resolution procedure is intended to be the exclusive method of resolving any Claims arising out of or relating to this Agreement.

6.5.6Subject to the Arbitrator’s award, each party shall bear its own fees and expenses with respect to this dispute resolution process and any Claim related thereto and the parties shall share equally the fees and expenses of the mediator, JAMS/Endispute and the Arbitrator.

6.6Certain Rules of Construction.  To the fullest extent permitted by law, the parties hereto intend that any ambiguities shall be resolved without reference to which party may have drafted this Agreement.  All Article or Section titles or other captions in this Agreement are for convenience only, and they shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof.  Unless the context otherwise requires:  (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) words in the singular include the plural, and words in the plural include the singular; (d) provisions apply to successive events and transactions; (e) “herein,” “hereof’ and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; (f) “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import; (g) all references to “clauses,” “Sections” or “Articles” refer to clauses, Sections or Articles of this Agreement; and (h) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms.

6.7Binding Effect.  Except as otherwise expressly provided herein, this Agreement shall be binding on and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors and all other Persons hereafter that become a party hereto.

6.8Severability.  In the event that any provision of this Agreement as applied to any party or to any circumstance, shall be adjudged by a court to be void, unenforceable or inoperative as a matter of law, then the same shall in no way affect any other provision in this Agreement, the application of such provision in any other circumstance or with respect to any other party, or the validity or enforceability of this Agreement as a whole.

6.9Successors and Assigns.  Except as otherwise provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and permitted assigns of the parties hereto.  ORIX may not directly or indirectly transfer or assign this Agreement or any of its rights hereunder (including by way of a change of control of ORIX by merger, by operation of law or otherwise), without the express prior written consent of the Trustees; provided, however, that (a) ORIX may transfer its rights and obligations hereunder to ORIX USA Corporation or any wholly owned Subsidiary thereof at the time to whom ORIX transfers all of its Shares and (b) in no event shall a change of control of ORIX be deemed to occur for purposes of this Section 6.9 due to a change in ownership of any parent company of ORIX so long as ORIX USA Corporation continues to

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hold, directly or indirectly, a majority interest in ORIX.  Any other attempted transfer or assignment by ORIX of its rights and obligations under this Agreement, without the consent of the Trustees, shall be null and void.

6.10Counterparts.  This Agreement may be executed in any number of multiple counterparts, each of which shall be deemed to be an original copy and all of which shall constitute one agreement, binding on all parties hereto.

6.11Survival.  The provisions of this Article 6 (and any other provisions herein necessary for the effectiveness of the foregoing Article) shall survive the termination of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written

Houlihan Lokey, Inc.
By:	/s/ J. Lindsey Alley
	Name: J. Lindsey Alley
	Title: Chief Financial Officer

ORIX HLHZ Holding, LLC
By:	/s/ Paul E. Wilson
	Name: Paul E. Wilson
	Title: Chief Financial Officer

The Trust Established Under the Voting Trust Agreement Dated as of August 18, 2015
By:	/s/ Scott Beiser
	Name: Scott Beiser
	Title: Trustee
By:	/s/ Irwin Gold
	Name: Irwin Gold
	Title: Trustee
By:	/s/ Robert Hotz
	Name: Robert Hotz
	Title: Trustee

EXHIBIT A

Schedule of Reserved Matters Requiring Two-Thirds Vote of the Board of Directors

1)Material changes to the scope or nature of the Company’s business of providing financial services for a fee, including launching, terminating, or modifying the Company’s principal lines of business, provided, however, that:

a.A two-thirds vote of the Board of Directors will not be required if the Company (or any Subsidiary of the Company) desires to modify a principal line of business it engages in as of the Effective Date (provided that the termination of any such principal line of business will require a two-thirds vote of the Board of Directors);

b.A two-thirds vote of the Board of Directors will be required if the Company (or any Subsidiary of the Company) desires to launch any business line that is outside the scope of providing financial services for a fee; and

c.A two-thirds vote of the Board of Directors will be required if the Company (or any Subsidiary of the Company) desires to engage in activities that involve providing financial services for a fee that the Company (or any Subsidiary of the Company) did not engage in as of the Effective Date, unless such activities (whether individually or in the aggregate), are estimated (by management of the Company in good faith) to comprise, on a pro forma basis, less than 5% of the total consolidated revenues (as determined in accordance with GAAP consistently applied) of the Company and its Subsidiaries for the trailing 12-month period.

2)Any sale of the Company or any Material Subsidiary (by way of merger, consolidation, business combination or sale of all or substantially all of the assets of the Company or such Material Subsidiary) to any entity other than the Company or a Subsidiary of the Company.

3)Cumulative acquisitions by the Company (or any Subsidiary of the Company) (whether effected by merger, consolidation, asset purchase, purchase of securities, exchange offer or otherwise) with an aggregate purchase price in excess of $225 million during any rolling three-year period after the Effective Date.  For purposes of calculating such aggregate purchase price, the value of any contingent consideration or any portion of such purchase price that is not cash consideration shall be equal to the amount recognized as the purchase price for GAAP purposes.

4)Hiring, terminating, promoting or demoting the chairman, chief executive officer, or president of the Company, or persons serving in equivalent positions.

5)Authorizing, creating (by way of reclassification, merger, consolidation or otherwise), subdividing, assuming, substituting, granting or issuing any restricted stock units or equity securities (or securities or rights convertible or exchangeable or exercisable for, or otherwise representing interests in, equity securities), excluding (a) in any fiscal year of the Company, equity compensatory awards for employee compensation that represent, in the aggregate for such fiscal year, less than 4.5% of the Shares outstanding as of the first

day of such fiscal year (calculated on a Fully Diluted Basis); provided that the compensation expense attributable to any such equity issuances will be included in the calculation contemplated under paragraph 8 below; (b) issuances of securities upon the conversion of convertible securities that are outstanding on the date of this Agreement or compensation awards that are issued in compliance with this Agreement; and (c) equity issuances representing consideration in connection with permitted acquisitions by the Company, so long as the aggregate amount of such equity issuance represents less than 50.1% of aggregate acquisition purchase price (as determined in accordance with, and subject to the overall approval right for, cumulative acquisitions referenced under paragraph 3 above).  Without limiting the foregoing, no equity securities (or rights or units relating thereto) other than the Shares (or rights or units related thereto) may be issued or granted in any event.

6)Redemption or repurchase of any equity security, other than (i) redemptions or repurchases of equity securities in connection with the termination of employment of any employee to the extent such securities do not have market liquidity; and (ii) repurchases in the public market of a number of equity securities in any fiscal year that is no greater than the aggregate number of shares underlying annual employee stock compensation grants made during such fiscal year.

7)Liquidation, dissolution, or voluntary bankruptcy of the Company or any of its Material Subsidiaries, or any other similar extraordinary transactions.

8)(a) For the period beginning on the Effective Date and ending on the last day of the Company’s fiscal quarter that includes the Effective Date, any payment or grant of cash or equity-based compensation by the Company or its Subsidiaries that is materially inconsistent with the compensation policies and practices of the Company immediately prior to the Effective Date, (b) for the period beginning on the first day of the Company’s first full fiscal quarter following the Effective Date and ending March 31, 2016, any payment or grant of cash or equity-based compensation by the Company or its Subsidiaries that causes the consolidated compensation expense of the Company (as determined in accordance with GAAP consistently applied) for such period to be in excess of the Compensation Amount for such period; and (c) for each fiscal year of the Company beginning after March 31, 2016, any payment or grant of cash or equity-based compensation by the Company or its Subsidiaries that causes the consolidated compensation expense of the Company (as determined in accordance with GAAP consistently applied) in such fiscal year to be in excess of the Compensation Amount for such fiscal year.

9)Any approval of sales required by the last clause of Section 3.1.1(b)(3) of the Agreement and any waiver of transfer restrictions contained in the HL Lock-Up Agreements.

10)Any amendments, waivers or terminations of any of the Organizational Documents or the HL Lock-Up Agreements.

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EX-10.2

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

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”).

W I T N E S S E T H:

WHEREAS, in connection with the IPO (as defined below), the Company desires to grant registration rights to ORIX on the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:

Article 1DEFINITIONS

Section 1.01Defined Terms.  As used in this Agreement, the following terms shall have the following meanings:

“Action” means any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any federal, state, local, foreign or international arbitration or mediation tribunal.

“Affiliate” of any Person means a Person that controls, is controlled by, or is under common control with such Person; provided, however, that, for purposes of this Agreement, the Company and its subsidiaries shall not be considered to be “Affiliates” of ORIX or its subsidiaries, and ORIX and its subsidiaries shall not be considered to be “Affiliates” of the Company or its subsidiaries.  As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Business Day” means any day other than a Saturday, Sunday or a day on which banking institutions are authorized or obligated by law to be closed in New York, New York.

“Common Stock” means shares of Class A common stock of the Company.

“Company” has the meaning set forth in the preamble to this Agreement.

“Company Notice” has the meaning set forth in Section 2.01(a).

“Demand Registration” has the meaning set forth in Section 2.01(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Governmental Authority” means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“HL Management Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of August 18, 2015, between the Company and the HL Management Stockholders.

“HL Management Stockholders” means the holders of Registrable Securities as of the date hereof (other than ORIX) that execute the HL Management Registration Rights Agreement as of the date hereof and holders of Registrable Securities that become party to the HL Management Registration Rights Agreement in the future.

“HL Management Stockholder Representative” means, initially, any of Scott Beiser or Irwin Gold, acting individually or collectively, as well as any Persons designated in the future as the “HL Management Stockholder Representative” pursuant to the HL Management Registration Rights Agreement.

“IPO” means the initial public offering of Common Stock pursuant to an effective Registration Statement under the Securities Act.

“Loss” or “Losses” has the meaning set forth in Section 2.08(a).

“ORIX” has the meaning set forth in the preamble to this Agreement and shall include its successors, by merger, acquisition, reorganization or otherwise.

“Person” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“Piggyback Registration” has the meaning set forth in Section 2.02(a).

“Prospectus” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments, and all other material incorporated by reference in such prospectus.

“Registrable Securities” means any Shares and any securities issued or issuable directly or indirectly with respect to, in exchange for, upon the conversion of or in replacement of the Shares, whether by way of a dividend or distribution or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, exchange or other reorganization; provided that any such Shares shall cease to be Registrable Securities if (i) they have been Registered and sold pursuant to an effective Registration Statement or sold pursuant to Rule 144 under the Securities Act, (ii) they have been transferred by ORIX in a transaction in which ORIX’s rights under this Agreement are not, or cannot be, assigned, or (iii) they have ceased to be outstanding.

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“Registration” means a registration with the SEC of the offer and sale to the public of Common Stock under a Registration Statement.  The terms “Register,” “Registered” and “Registering” shall have a correlative meaning.

“Registration Expenses” means all expenses incident to the Company’s performance of or compliance with this Agreement, including all (i) registration, qualification and filing fees; (ii) expenses incurred in connection with the preparation, printing and filing under the Securities Act of the Registration Statement, any Prospectus and any issuer free writing prospectus and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws and the preparation, printing and distribution of a World Sky Memorandum (including the related fees and expenses of counsel); (v) the costs and charges of any transfer agent and any registrar; (vi) all expenses and application fees incurred in connection with any filing with, and clearance of an offering by, Financial Industry Regulatory Authority, Inc.; (vii) expenses incurred in connection with any “road show” presentation to potential investors; (viii) printing expenses, messenger, telephone and delivery expenses; (ix) internal expenses of the Company (including all salaries and expenses of employees of the Company performing legal or accounting duties); (x) reasonable fees and expenses of outside counsel for ORIX; (xi) and fees and expenses of listing any Registrable Securities on any securities exchange on which shares of Common Stock are then listed; but excluding any Selling Expenses.

“Registration Period” has the meaning set forth in Section 2.01(c).

“Registration Rights” means the rights of ORIX to cause the Company to Register Registrable Securities pursuant to this Agreement.

“Registration Statement” means any registration statement of the Company filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

“SEC” has the meaning set forth in the recitals to this Agreement.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Selected Courts” has the meaning set forth in Section 3.05.

“Selling Expenses” means all underwriting discounts, selling commissions and transfer taxes applicable to the sale of Registrable Securities hereunder.

“Shares” means all shares of Common Stock.

“Share Restrictions” means the restrictions on the sale of shares set forth in Section 3.1.1(a) of the Stockholders’ Agreement (which shall continue to apply as provided therein, and

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which, for the avoidance of doubt, nothing in this Agreement or the HL Management Registration Rights Agreement is intended to, or shall be interpreted to, waive or supersede).

“Shelf Registration” means a Registration Statement of the Company for an offering to be made on a delayed or continuous basis of Common Stock pursuant to Rule 415 under the Securities Act (or similar provisions then in effect).

“Stockholders’ Agreement” means that certain Stockholders’ Agreement, dated as of the date hereof, among the Company and the Holders identified therein.

“Takedown Notice” has the meaning set forth in Section 2.01(f).

“Underwritten Offering” means a Registration in which securities of the Company are sold to an underwriter or underwriters for reoffering to the public.

Section 1.02General Interpretive Principles.  Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specified, the terms “hereof,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole (including the exhibits hereto), and references herein to Articles and Sections refer to Articles and Sections of this Agreement.  Except as otherwise indicated, all periods of time referred to herein shall include all Saturdays, Sundays and holidays; provided, however, that if the date to perform the act or give any notice with respect to this Agreement shall fall on a day other than a Business Day, such act or notice may be performed or given timely if performed or given on the next succeeding Business Day.  References to a Person are also to its permitted successors and assigns.  The parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Article 2
REGISTRATION RIGHTS

Section 2.01Registration.

(a)Request.  Subject to the Share Restrictions, ORIX shall have the right to request that the Company file a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities held by ORIX by delivering a written request to the Company specifying the kind and number of shares of Registrable Securities ORIX wishes to Register and the intended method of distribution thereof (a “Demand Registration”).  The Company shall (i) within 10 Business Days of the receipt of such request, give written notice of such Demand Registration to the HL Management Stockholder Representative (the “Company Notice”) but only if the HL Management Stockholders then own Registrable Securities, (ii) use its reasonable best efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as

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reasonably practicable and in any event within 60 days of the receipt of the request, and (iii) use its reasonable best efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter.  Subject to Section 2.01(e) below, the Company shall include in such Registration all Registrable Securities that the HL Management Stockholder Representative requests to be included within the 10 Business Days following their receipt of the Company Notice, as applicable.  Notwithstanding the foregoing, ORIX shall not, nor shall the Company be required to, take any action that would otherwise be permitted or required under this Section 2.01 if such action would violate Section 2.05 hereof or any similar provision contained in the underwriting agreement or any lock-up agreement entered into in connection with the IPO or any Underwritten Offering.

(b)Limitations of Demand Registrations.  ORIX shall have the right to require the Company to make up to two Demand Registrations pursuant to Section 2.01(a) during the first 12 months after the effective date of the registration statement related to the IPO, and up to three Demand Registrations per year thereafter; provided, however, that ORIX may not require the Company to effect a Demand Registration within 90 days of the date a previous Demand Registration was requested by ORIX.  To the extent ORIX has requested to include Registrable Securities in a Piggyback Registration but no such Registrable Securities were required to be included in such Piggyback Registration pursuant to Section 2.02(c), the Company shall not be required to effect a Demand Registration on behalf of ORIX prior to the consummation of such Piggyback Registration (and the conclusion of any related holdback periods pursuant to Section 2.05).

(c)Effective Registration.  The Company shall be deemed to have effected a Registration for purposes of Section 2.01(b) if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC, and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been sold and (ii) 40 days from the effective date of the Registration Statement (the “Registration Period”).  No Registration shall be deemed to have been effective if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied by reason of the Company and by no act or omission of ORIX.  If, during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority, the Registration Period shall be extended on a day-for-day basis for any period ORIX is unable to complete an offering as a result of such stop order, injunction or other order or requirement of the SEC or other Governmental Authority.

(d)Underwritten Offering.  If ORIX so indicates at the time of its request pursuant to Section 2.01(a), such offering of Registrable Securities shall be in the form of an Underwritten Offering and the Company shall include such information in the Company Notice, as applicable.  In the event that ORIX intends to distribute the Registrable Securities by means of an Underwritten Offering, ORIX may not include Registrable Securities in such Registration unless ORIX, subject to the limitations set forth in Section 2.06, (i) agrees to sell its Registrable Securities on the basis provided in the applicable underwriting arrangements; (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and (iii) cooperates with the Company’s reasonable requests in connection with such Registration (it being understood

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that the Company’s failure to perform its obligations hereunder, which failure is caused by ORIX’s failure to cooperate, will not constitute a breach by the Company of this Agreement).  The selection of underwriters will be in accordance with Section 2.03 and ORIX shall have the right to cause the Company and its employees to participate in all reasonable marketing efforts that the underwriters deem appropriate.

(e)Priority of Securities in an Offering pursuant to a Demand Registration.  If the managing underwriter or underwriters of a proposed Underwritten Offering pursuant to a Demand Registration by ORIX under Section 2.01 determines that, in their opinion, the number of securities requested to be included in such Underwritten Offering exceeds the number that can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the managing underwriter or underwriters shall inform ORIX in writing of such determination, and the shares included in such Underwriten Offering shall be included in the following order of priority: (a) if the HL Management Stockholders participate in the Underwritten Offering, first, any securities to be sold for the account of the HL Management Stockholders and ORIX, 75% for the account of ORIX and 25% for the account of the HL Management Stockholders (or as close to such ratio as possible, given the desired sale amounts and the size of any necessary reduction); second, any securities to be sold for the account of the Company; and lastly, any other securities or (b) if the HL Management Stockholders do not participate in the Underwritten Offering, first, any securities to be sold for the account of ORIX; second, any securities to be sold for the account of the Company; and lastly, any other securities.

(f)Shelf Registration.  At any time after the date hereof when the Company is eligible to Register the applicable Registrable Securities on Form S-3 (or a successor form), ORIX may request the Company to Register some or all of ORIX’s Registrable Securities on a Shelf Registration.  If ORIX is a holder of Registrable Securities included on a Shelf Registration, ORIX shall have the right to request that the Company cooperate in a shelf takedown at any time, subject to the limitations set forth in Sections 2.01(b) and (h), by delivering a written request thereof to the Company specifying the kind and number of shares of Registrable Securities ORIX wishes to include in the shelf takedown (“Takedown Notice”).  The Company shall as soon as reasonably practicable and in any event within five Business Days of the receipt of a Takedown Notice take all actions reasonably requested by ORIX, including the filing of a Prospectus supplement and the other actions described in Section 2.04, in accordance with the intended method of distribution set forth in the Takedown Notice as expeditiously as practicable.  Any request by ORIX to effect an Underwritten Offering as a shelf takedown shall be subject to the requirements, limitations and provisions relating to Demand Registrations and Underwritten Offerings in this Section 2.01.

(g)SEC Form.  Except as set forth in the next sentence, the Company shall use its reasonable best efforts to cause Demand Registrations to be Registered on Form S-3 (or any successor form), and if the Company is not then eligible under the Securities Act to use Form S-3, Demand Registrations shall be Registered on Form S-1 (or any successor form).  The Company shall use its reasonable best efforts to become eligible to use Form S-3 and, after becoming eligible to use Form S-3, shall use its reasonable best efforts to remain so eligible.  All Demand Registrations shall comply with applicable requirements of the Securities Act and,

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together with each Prospectus included, filed or otherwise furnished by the Company in connection therewith, shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(h)Suspension Periods.  Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to ORIX and the other holders of Common Stock who elected to participate in a Registration, to postpone the filing or effectiveness of a Registration, or, to the extent a Registration is effective, to require such holders of Common Stock to suspend the use of the Prospectus for sales of Registrable Securities under the Registration, in each case for a reasonable period of time not to exceed 90 days in succession or 120 days in the aggregate in any 12-month period (a “Suspension Period”) if the board of directors of the Company determines in good faith and in its reasonable judgment that it is required to disclose in the Registration material, non-public information that the Company has a bona fide business purpose for preserving as confidential. Immediately upon receipt of such notice, the holders of Common Stock covered by the Registration shall suspend the use of the Prospectus until the requisite changes to the Prospectus have been made as required below. Any Suspension Period shall terminate at such time as the public disclosure of such information is made. After the expiration of any Suspension Period and without any further request from the holders of Common Stock, the Company shall as soon as reasonably practicable file and seek the effectiveness of the Registration, or prepare a post-effective amendment or supplement to the Registration or the Prospectus, or any document incorporated therein by reference, as applicable, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Section 2.02Piggyback Registrations.

(a)Participation.

(i)If the Company proposes to file a Registration Statement under the Securities Act with respect to any offering of Common Stock for its own account and/or for the account of another stockholder (other than a Registration (i) pursuant to a Registration Statement on Form S-8, or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement, or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (ii) pursuant to any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iii) in connection with any dividend reinvestment or similar plan or (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as practicable (but in no event less than 15 days prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing to ORIX, and such notice shall offer

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ORIX the opportunity to Register under such Registration Statement such number of Registrable Securities as ORIX may request in writing (a “Piggyback Registration”).

(ii)Subject to Section 2.02(a) and Section 2.02(c), the Company shall include in such Registration Statement all such Registrable Securities that are requested to be included therein within 12 days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities pursuant to this Section 2.01(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, the Company shall determine for any reason not to Register or to delay Registration of such securities, the Company may, at its election, give written notice of such determination to ORIX and, thereupon, (i) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration and shall have no liability to ORIX in connection with such termination, without prejudice, however, to the rights of ORIX to request that such Registration be effected as a Demand Registration under Section 2.01, and (ii) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other shares of Common Stock.  Registration effected under this Section 2.02 shall not relieve the Company of its obligation to effect any Demand Registration under Section 2.01.

(iii)If the offering pursuant to a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering and ORIX makes a request for a Piggyback Registration pursuant to Section 2.02(a), then the Company and ORIX shall each use their reasonable best efforts to coordinate arrangements with the underwriters so that ORIX may participate in such Underwritten Offering.  If the offering pursuant to such Registration Statement is to be on any other basis and ORIX makes a request for a Piggyback Registration pursuant to Section 2.02(a), then the Company and ORIX shall each use their reasonable best efforts to coordinate arrangements so that ORIX may participate in such offering on such basis.  If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that ORIX may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

(b)Right to Withdraw.  ORIX shall have the right to withdraw its request for inclusion of its Registrable Securities in any Underwritten Offering pursuant to this Section 2.02 at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of its request to withdraw and, subject to the preceding clause, ORIX shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof.

(c)Priority of Piggyback Registration.  If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and ORIX in writing that, in its or their opinion, the number of securities of such class which ORIX and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or

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distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be included in the following order of priority:

(i)if the Piggyback Registration relates to an offering for the Company’s own account, then first, there shall be included in the Underwritten Offering any securities to be sold for the account of the Company; second, (A) if the HL Management Stockholders and ORIX both intend to participate in such Underwritten Offering, there shall be included in the Underwritten Offering any securities to be sold for the account of the HL Management Stockholders and ORIX, 75% for the account of ORIX and 25% for the account of the HL Management Stockholders (or as close to such ratio as possible, given the desired sale amounts and the size of any necessary reduction) or (B) if the HL Management Stockholders do not participate in the offering, there shall be included in the Underwritten Offering any securities to be sold for the account of ORIX; and lastly, there shall be included in the Underwritten Offering any other securities; or

(ii)if the Piggyback Registration relates to an offering other than for the Company’s own account, then first, any securities that were originally proposed to be sold (other than any securities to be sold for the account of the HL Management Stockholders), prior to the initiation of the Piggyback Registration, second, (A) if the HL Management Stockholders and ORIX both intend to participate in such Underwritten Offering, there shall be included in the Underwritten Offering any securities to be sold for the account of the HL Management Stockholders and ORIX, 75% for the account of ORIX and 25% for the account of the HL Management Stockholders (or as close to such ratio as possible, given the desired sale amounts and the size of any necessary reduction) or (B) if the HL Management Stockholders do not participate in the offering, there shall be included in the Underwritten Offering any securities to be sold for the account of ORIX; and lastly, there shall be included in the Underwritten Offering any other securities.

Section 2.03Selection of Underwriter(s).  In any Underwritten Offering pursuant to Section 2.01, ORIX shall select the lead managing underwriter(s), provided that, in each case, the Company shall have the right to designate co-managing underwriters and passive bookrunners in any such Underwritten Offering.  In an Underwritten Offering pursuant to Section 2.02 where the Company proposes to file a Registration Statement under the Securities Act with respect to any offering of securities for its own account and/or for the account of the HL Management Stockholders, or any stockholder other than ORIX, the Company or such stockholder shall select the underwriter; provided that prior to the 18-month anniversary of the IPO, upon the request of ORIX, ORIX may select an underwriter (which shall be a nationally-recognized financial institution, but need not be the lead managing underwriter for such offering) to advise the board of directors of the Company regarding the advisability of such an offering.

Section 2.04Registration Procedures.

(a)In connection with the Registration and/or sale of Registrable Securities pursuant to this Agreement, through an Underwritten Offering or otherwise, the Company shall use

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reasonable best efforts to effect or cause the Registration and the sale of such Registrable Securities in accordance with the intended methods of disposition thereof and:

(i)prepare and file the required Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith, and before filing with the SEC a Registration Statement or Prospectus, or any amendments or supplements thereto, (A) furnish to the underwriters, if any, and to ORIX, if ORIX is participating in such Registration, copies of all documents prepared to be filed, which documents will be subject to the review of such underwriters and ORIX, if ORIX is participating, and their respective counsel, and (B) consider in good faith any comments of the underwriters and ORIX, if ORIX is participating, and their respective counsel on such documents;

(ii)prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective in accordance with the terms of this Agreement and to comply with the provisions of the Securities Act with respect to the disposition of all of the Shares Registered thereon;

(iii)in the case of a Shelf Registration, prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares subject thereto for a period ending on the 3rd anniversary after the effective date of such Registration Statement;

(iv)notify ORIX, if ORIX is participating, and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, or when the applicable Prospectus or any amendment or supplement to such Prospectus has been filed, (B) of any written comments by the SEC or any request by the SEC or any other Governmental Authority for amendments or supplements to such Registration Statement or such Prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in all material respects, and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(v)as soon as reasonably practicable notify ORIX, if ORIX is participating, and the managing underwriter or underwriters, if any, when the Company becomes aware

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of the occurrence of any event as a result of which the applicable Registration Statement or the Prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such Prospectus and any preliminary Prospectus, in light of the circumstances under which they were made) not misleading or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act and, in either case as soon as reasonably practicable thereafter, at the Company’s option, suspend the use of such Registration Statement or Prospectus pursuant to Section 2.01(h), or prepare and file with the SEC, and furnish without charge to ORIX, if ORIX is participating, and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement or Prospectus which will correct such statement or omission or effect such compliance;

(vi)use its reasonable best efforts to prevent or obtain the withdrawal of any stop order or other order suspending the use of any preliminary or final Prospectus;

(vii)as soon as reasonably practicable incorporate in a Prospectus supplement or post-effective amendment such information as the managing underwriters, if any, and ORIX, if ORIX is participating, may reasonably request to be included therein in order to permit the intended method of distribution of the Registrable Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(viii)furnish to ORIX, if ORIX is participating, and each underwriter, if any, without charge, as many conformed copies as ORIX, if ORIX is participating, or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(ix)deliver to ORIX, if ORIX is participating, and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as ORIX, if ORIX is participating, or such underwriter may reasonably request (it being understood that the Company consents to the use of such Prospectus or any amendment or supplement thereto by ORIX, if ORIX is participating, and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto) and such other documents as ORIX, if ORIX is participating, or such underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by ORIX, if ORIX is participating, or such underwriter;

(x)on or prior to the date on which the applicable Registration Statement is declared effective or becomes effective, use its reasonable best efforts to register or

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qualify, and cooperate with ORIX, if ORIX is participating, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of each state and other jurisdiction of the United States as ORIX, if ORIX is participating, or such managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for so long as such Registration Statement remains in effect and so as to permit the continuance of sales and dealings in such jurisdictions of the United States for so long as may be necessary to complete the distribution of the Registrable Securities covered by the Registration Statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

(xi)in connection with any sale of Registrable Securities that will result in such securities no longer being Registrable Securities, cooperate with ORIX, if ORIX is participating, and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive Securities Act legends; and to register such Registrable Securities in such denominations and such names as ORIX, if ORIX is participating, or the underwriter(s), if any, may request at least two Business Days prior to such sale of Registrable Securities; provided that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System;

(xii)cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority and each securities exchange, if any, on which any of the Company’s securities are then listed or quoted and on each inter-dealer quotation system on which any of the Company’s securities are then quoted, and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of each such exchange, and use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;

(xiii)not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company; provided that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System;

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(xiv)        in the case of an Underwritten Offering, obtain for delivery to and addressed to ORIX, if ORIX is participating, and the underwriter or underwriters, an opinion from the Company’s outside counsel in customary form and content for the type of Underwritten Offering, dated the date of the closing under the underwriting agreement;

(xv)         in the case of an Underwritten Offering, obtain for delivery to and addressed to the underwriter or underwriters and, to the extent agreed by the Company’s independent certified public accountants, ORIX, if ORIX is participating, a comfort letter from the Company’s independent certified public accountants in customary form and content for the type of Underwritten Offering, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;

(xvi)        use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, as soon as reasonably practicable, but no later than 90 days after the end of the 12-month period beginning with the first day of the Company’s first quarter commencing after the effective date of the applicable Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder and covering the period of at least 12 months, but not more than 18 months, beginning with the first month after the effective date of the Registration Statement;

(xvii)       provide and use its reasonable best efforts to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;

(xviii)      use its reasonable best efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of the Company’s securities are then listed or quoted and on each inter-dealer quotation system on which any of the Company’s securities are then quoted;

(xix)        provide (A) ORIX, if ORIX is participating in the Registration, (B) the underwriters (which term, for purposes of this Agreement, shall include a Person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, of the Registrable Securities to be Registered, (C) the sale or placement agent therefor, if any, (D) counsel for such underwriters or agent, and (E) any attorney, accountant or other agent or representative retained by ORIX, if ORIX is participating, or any such underwriter, as selected by ORIX, if ORIX is participating, the opportunity to participate in the preparation of such Registration Statement, each Prospectus included therein or filed with the SEC, and each amendment or supplement thereto, and to require the insertion therein of material, furnished to the Company in writing with respect to ORIX, which in the reasonable judgment of ORIX, if ORIX is participating, and its counsel should be included; and for a reasonable period prior to the filing of such Registration Statement, make available upon reasonable notice at reasonable times and for reasonable

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periods for inspection by the parties referred to in (A) through (E) above (which activities shall, to the extent possible, be coordinated among all participants in the Registration to minimize the demands on the Company), all pertinent financial and other records, pertinent corporate documents and properties of the Company that are available to the Company, and use its reasonable best efforts to cause all of the Company’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available at reasonable times and for reasonable periods, to discuss the business of the Company and to supply all information available to the Company reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence responsibility, subject to the foregoing, provided that any such Person gaining access to information or personnel pursuant to this Section 2.04(a)(xix) shall agree to use reasonable efforts to protect the confidentiality of any information regarding the Company which the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (A) the release of such information is required by law or regulation or is requested or required by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process, (B) such information is or becomes publicly known without a breach of this Agreement, (C) such information is or becomes available to such Person on a non-confidential basis from a source other than the Company or (D) such information is independently developed by such Person;

(xx)         to use its reasonable best efforts to cause the executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any Underwritten Offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto; and

(xxi)        take all other customary steps reasonably necessary to effect the Registration, offering and sale of the Registrable Securities.

(b)           As a condition precedent to any Registration hereunder, the Company may require ORIX, if ORIX is participating, to furnish to the Company such information regarding the distribution of Registrable Securities being offered in connection with the Registration and such other necessary information relating to ORIX and its ownership of Registrable Securities as the Company may from time to time reasonably request from ORIX as far in advance as practicable before the expected filing date of each Registration Statement pursuant to this agreement.  ORIX, if ORIX is participating, agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

(c)           ORIX, if ORIX is participating, agrees that, upon receipt of any written notice from the Company of the occurrence of any event of the kind described in Section 2.04(a)(v), it will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until its receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.04(a)(v), or until it is advised in writing by the Company that the use

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of the Prospectus may be resumed, and if so directed by the Company, it will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in its possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.  In the event the Company shall give any such notice, the period during which the applicable Registration Statement for a Demand Registration is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated by Section 2.04(a)(v) or is advised in writing by the Company that the use of the Prospectus may be resumed.

Section 2.05          Holdback Agreements.  Each of the Company and ORIX agrees, upon notice from the managing underwriter or underwriters in connection with any Registration for an Underwritten Offering of the Company’s securities (other than pursuant to a registration statement on Form S-4 or any similar or successor form or pursuant to a registration solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), not to effect (other than pursuant to such Registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the managing underwriters during such period as reasonably requested by the managing underwriters (but in no event longer than the seven days before and the 90 days after the pricing of such Underwritten Offering or during any 12-month period for more than an aggregate of 180 days); provided that (a) with respect to the Company, such restrictions shall be subject to exceptions no less favorable than those contained in any underwriting agreement entered into in connection with the IPO and (b) such restrictions shall not apply in any circumstance to (i) Registrable Securities acquired by ORIX in the public market subsequent to the IPO, (ii) distributions-in-kind to ORIX’s shareholders or other equity holders, (iii) Registrable Securities with regard to which ORIX has beneficial ownership pursuant to an investment advisory arrangement under which ORIX provides investment advisory services to a non-related third party in connection with such Registrable Securities and does not derive a benefit from such Registrable Securities other than customary advisory or similar fees.  Notwithstanding the foregoing, no holdback agreements of the type contemplated by this Section 2.05 shall be required of ORIX unless each of the Company’s directors and executive officers, and the HL Management Stockholders that have elected to participate in such Underwritten Offering (prior to the third anniversary of the IPO only), agree to be bound by a substantially identical holdback agreement for at least the same period of time.

Section 2.06          Underwriting Agreement in Underwritten Offerings.  If requested by the managing underwriters for any Underwritten Offering, the Company and ORIX shall enter into an underwriting agreement in customary form with such underwriters for such offering; provided, however, that ORIX shall not be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) ORIX’s ownership of Registrable Securities to be transferred free and clear of all liens, claims and

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encumbrances created by ORIX, (ii) ORIX’s power and authority to effect such transfer, (iii) such matters pertaining to ORIX’s compliance with securities laws as reasonably may be requested and (iv) ORIX’s intended method of distribution) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 2.08 hereof.

Section 2.07          Registration Expenses Paid By Company.  In the case of any Registration of Registrable Securities required pursuant to this Agreement (including any Registration that is delayed or withdrawn) or proposed Underwritten Offering pursuant to this Agreement, the Company shall pay all Registration Expenses regardless of whether the Registration Statement becomes effective or the Underwritten Offering is completed.  The Company shall have no obligation to pay any Selling Expenses.

Section 2.08          Indemnification.

(a)           Indemnification by the Company.  The Company agrees to indemnify and hold harmless, to the full extent permitted by law, ORIX and ORIX’s officers, directors, employees, advisors, Affiliates and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) ORIX from and against any and all losses, claims, damages, liabilities (or Actions in respect thereof, whether or not such indemnified party is named or a party thereto) and expenses (including reasonable costs of investigation and legal expenses), whether joint or several, (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that the Company shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Company by ORIX expressly for use in the preparation thereof.  This indemnity shall be in addition to any liability the Company may otherwise have.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of ORIX or any indemnified party and shall survive the transfer of such applicable securities by ORIX.

(b)           Indemnification by ORIX.  ORIX, if ORIX is participating in a Registration, agrees to indemnify and hold harmless, to the full extent permitted by law, the Company and the Company’s directors, officers, employees, advisors, Affiliates and agents and each Person who controls the Company (within the meaning of the Securities Act and the Exchange Act) from and against any Losses arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable

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Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading, but in each case of (i) or (ii), only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by ORIX, if ORIX is participating, to the Company expressly for inclusion in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus.  In no event shall the liability of ORIX, if ORIX is participating, hereunder be greater in amount than the dollar amount of the net proceeds received by ORIX under the sale of the Registrable Securities giving rise to such indemnification obligation.  This indemnity shall be in addition to any liability ORIX may otherwise have.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party.

(c)           Conduct of Indemnification Proceedings.  Any Person entitled to indemnification hereunder will (i) as soon as reasonably practicable give written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder to the extent that it is materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person (other than reasonable costs of investigation, supervision and monitoring) unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder or fails to employ counsel reasonably satisfactory to such Person or to pursue the defense of such claim, (c) the named parties to any proceeding include both such indemnified and the indemnifying party and the indemnified party has reasonably concluded (based on written advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (d) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person).  If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent, but such consent may not be unreasonably withheld, conditioned or delayed.  If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without the consent of the indemnified party.  No indemnifying party shall consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the

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claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation.  It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm (in addition to any appropriate local counsel) at any one time from all such indemnified party or parties unless (x) the employment of more than one counsel has been authorized in writing by the indemnifying party or parties, (y) an indemnified party has reasonably concluded (based on written advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the other indemnified parties or (z) a conflict or potential conflict exists or in the reasonable judgment of such Person may exist (based on advice of counsel to an indemnified party) between such indemnified party or parties and the other indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel.

(d)           Contribution.  If for any reason the indemnification provided for in Section 2.08(a) or Section 2.08(b) is unavailable to an indemnified party or insufficient to hold it harmless as contemplated by Section 2.08(a) or Section 2.08(b), then the indemnifying party shall, in lieu of indemnifying such indemnified party thereunder, contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with the statements or omissions which resulted in such Loss as well as any other relevant equitable considerations.  The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.  Notwithstanding anything in this Section 2.08(d) to the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 2.08(d) to contribute any amount in excess of the amount by which the net proceeds received by such indemnifying party from the sale of Registrable Securities in the offering to which the Losses of the indemnified parties relate (before deducting expenses, if any) exceeds the amount of any damages which such indemnifying party has otherwise been required to pay by reason of such untrue statement or omission.  The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.08(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 2.08(d).  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The amount paid or payable by an indemnified party hereunder shall be deemed to include, for purposes of this Section 2.08(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding.  If indemnification is available under this Section 2.08, the indemnifying parties shall indemnify each indemnified party to the full extent provided Section 2.08(a) and Section 2.08(b) hereof without regard to the relative fault of said indemnifying parties or indemnified party.

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Section 2.09          Reporting Requirements; Rule 144.  The Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act.  If the Company is not required to file such reports during such period, it will, upon the request of ORIX, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as ORIX may reasonably request, all to the extent required from time to time to enable ORIX to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC.  From and after the date hereof through the date upon which ORIX no longer owns any Registrable Securities, the Company shall forthwith upon request furnish ORIX (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC as ORIX may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Article 3
MISCELLANEOUS

Section 3.01          Term.  This Agreement shall terminate upon the earlier of (i) such time as there are no Registrable Securities and (ii) such time when the parties shall unanimously agree, except for the provisions of Section 2.07 and Section 2.08 and all of this Article 3, which shall survive any such termination.

Section 3.02          Notices.  All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person or (b) deposited in the United States mail or private express mail, postage prepaid, addressed as follows:

If to ORIX, to:

ORIX USA Corporation

1717 Main Street – Suite 10100

Dallas, TX 75201

Attention: Ron Barger, General Counsel

If to the Company to:

Houlihan Lokey, Inc.

10250 Constellation Blvd

Los Angeles, CA 90067

Attention: Lindsey Alley, Chief Financial Officer

Christopher Crain, General Counsel

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Any party may, by notice to the other parties, change the address to which such notices are to be given.

Section 3.03          Successors, Assigns and Transferees.  This Agreement and all provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  The Company may assign this Agreement at any time in connection with a sale or acquisition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets, or similar transaction, without the consent of ORIX; provided that the successor or acquiring Person agrees in writing to assume all of the Company’s rights and obligations under this Agreement.  ORIX may assign its rights and obligations under this Agreement to any transferee that acquires at least 5% of the outstanding shares of Common Stock (or is a controlled Affiliate of ORIX) and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to the Company.  Notwithstanding the foregoing, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertakings. Upon any such permitted assignment by ORIX, ORIX shall nevertheless retain its rights and obligations under this Agreement with respect to any Registrable Securities retained by ORIX, with the understanding that ORIX may at its discretion enter into agreements with any permitted assignees to provide for the coordination of registration rights as between such permitted assignees and ORIX.

Section 3.04          Governing Law; Equitable Remedies.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF).  The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or was otherwise breached.  It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions and other equitable remedies to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any of the Selected Courts (as defined below), this being in addition to any other remedy to which they are entitled at law or in equity.  Any requirements for the securing or posting of any bond with respect to such remedy are hereby waived by each of the parties hereto.  Each party further agrees that, in the event of any Action for an injunction or other equitable remedy in respect of such breach or enforcement of specific performance, it will not assert the defense that a remedy at law would be adequate.

Section 3.05          Consent to Jurisdiction.  With respect to any Action arising out of or relating to this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (i) submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or the Court of Chancery located in the State of Delaware, County of Newcastle (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Actions other than before one of the Selected Courts; provided, however, that a party may commence any Action in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts;

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(ii) consents to service of process in any Action by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to the Company at its address referred to in Section 3.02; provided, however, that nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law; and (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY ACTION WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Section 3.06          Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are or are to be thereby aggrieved shall have the right to seek specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

Section 3.07          Headings.  The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 3.08          Severability.  If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party.  Upon such determination, the parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the parties.

Section 3.09          Amendment; Waiver; Future Rights.

(a)           This Agreement may not be amended or modified and waivers and consents to departures from the provisions hereof may not be given, except by an instrument or instruments in writing making specific reference to this Agreement and signed by the Company and ORIX.

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(b)           Waiver by any party of any default by the other party of any provision of this Agreement shall not be deemed a waiver by the waiving party of any subsequent or other default, nor shall it prejudice the rights of the other party.

(c)           The Company shall not grant any shelf, demand, piggyback or incidental registration rights that would conflict with the rights granted to ORIX hereunder (or interfere with ORIX’s exercise of such rights) to any other Person without the prior written consent of ORIX; provided that this provision shall not restrict the HL Management Stockholders’ ability to exercise their rights under the HL Management Registration Rights Agreement.  The Company shall not agree to an amendment to the HL Management Registration Rights Agreement that adversely impacts ORIX’s rights hereunder.

(d)           For so long as ORIX’s Percentage Ownership (as defined in the Stockholders’ Agreement) is equal to or greater than 5%, the Company shall not amend, modify or waive any of the provisions of any other registration rights agreement (or similar agreement) in any manner (or enter into any such other agreement) that conflicts with the rights of ORIX hereunder without the prior written consent of ORIX, such consent not to be unreasonably withheld, conditioned or delayed.

Section 3.10          Further Assurances.  Each of the parties hereto shall execute and deliver all additional documents, agreements and instruments and shall do any and all acts and things reasonably requested by the other party hereto in connection with the performance of its obligations undertaken in this Agreement.

Section 3.11          Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.  Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

ORIX HLHZ HOLDING LLC
By:	/s/ Paul E. Wilson
Name:	Paul E. Wilson
Title:	Chief Financial Officer
HOULIHAN LOKEY, INC.
By:	/s/ J. Lindsey Alley
Name:	J. Lindsey Alley
Title:	Chief Financial Officer

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EX-10.3

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

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).

W I T N E S S E T H:

WHEREAS, in connection with the IPO (as defined below), the Company desires to grant registration rights to the HL Management Stockholders on the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:

Article 1DEFINITIONS

Section 1.01Defined Terms.  As used in this Agreement, the following terms shall have the following meanings:

“Action” means any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any federal, state, local, foreign or international arbitration or mediation tribunal.

“Affiliate” of any Person means a Person that controls, is controlled by, or is under common control with such Person; provided, however, that, for purposes of this Agreement, the Company and its subsidiaries shall not be considered to be “Affiliates” of any HL Management Stockholder, and no HL Management Stockholder shall not be considered to be an “Affiliate” of the Company or its subsidiaries or any other HL Management Stockholder.  As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Business Day” means any day other than a Saturday, Sunday or a day on which banking institutions are authorized or obligated by law to be closed in New York, New York.

“Common Stock” means shares of Class A common stock of the Company.

“Company” has the meaning set forth in the preamble to this Agreement.

“Company Notice” has the meaning set forth in Section 2.01(a).

“Demand Registration” has the meaning set forth in Section 2.01(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Governmental Authority” means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“HL Management Stockholder” means a holder of Shares who is (x) a party hereto as set forth on Schedule A of this Agreement and (y) a party to an HL Lock-Up Agreement (as defined in the Stockholders’ Agreement) or subject to similar transfer restrictions under an equity award agreement or other agreement entered into between the Company and such holder of Shares, and shall include his or her successors.

“HL Management Stockholder Representative” has the meaning set forth in Section 3.13.

“IPO” means the initial public offering of Common Stock pursuant to an effective Registration Statement under the Securities Act.

“Loss” or “Losses” has the meaning set forth in Section 2.08(a).

“ORIX” means ORIX HLHZ Holding LLC, a Delaware limited liability company, and shall include its successors, by merger, acquisition, reorganization or otherwise.

“ORIX Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of August 18, 2015, between the Company and ORIX.

“Person” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“Piggyback Registration” has the meaning set forth in Section 2.02(a).

“Prospectus” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments, and all other material incorporated by reference in such prospectus.

“Registrable Securities” means any Shares and any securities issued or issuable directly or indirectly with respect to, in exchange for, upon the conversion of or in replacement of the Shares, whether by way of a dividend or distribution or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, exchange or other reorganization; provided that any such Shares shall cease to be Registrable Securities if (i) they have been Registered and sold pursuant to an effective Registration Statement or sold pursuant to Rule 144 under the Securities Act, (ii) they have been transferred by the applicable HL Management Stockholder in a transaction in which such HL Management Stockholder’s rights under this Agreement are not, or cannot be, assigned, or (iii) they have ceased to be outstanding.

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“Registration” means a registration with the SEC of the offer and sale to the public of Common Stock under a Registration Statement.  The terms “Register,” “Registered” and “Registering” shall have a correlative meaning.

“Registration Expenses” means all expenses incident to the Company’s performance of or compliance with this Agreement, including all (i) registration, qualification and filing fees; (ii) expenses incurred in connection with the preparation, printing and filing under the Securities Act of the Registration Statement, any Prospectus and any issuer free writing prospectus and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws and the preparation, printing and distribution of a World Sky Memorandum (including the related fees and expenses of counsel); (v) the costs and charges of any transfer agent and any registrar; (vi) all expenses and application fees incurred in connection with any filing with, and clearance of an offering by, Financial Industry Regulatory Authority, Inc.; (vii) expenses incurred in connection with any “road show” presentation to potential investors; (viii) printing expenses, messenger, telephone and delivery expenses; (ix) internal expenses of the Company (including all salaries and expenses of employees of the Company performing legal or accounting duties); (x) reasonable fees and expenses of outside counsel for the HL Management Stockholders; and (xi) and fees and expenses of listing any Registrable Securities on any securities exchange on which shares of Common Stock are then listed; but excluding any Selling Expenses.

“Registration Period” has the meaning set forth in Section 2.01(c).

“Registration Rights” means the rights of the HL Management Stockholders to cause the Company to Register Registrable Securities pursuant to this Agreement.

“Registration Statement” means any registration statement of the Company filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

“SEC” has the meaning set forth in the recitals to this Agreement.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Selected Courts” has the meaning set forth in Section 3.05.

“Selling Expenses” means all underwriting discounts, selling commissions and transfer taxes applicable to the sale of Registrable Securities hereunder.

“Shares” means all shares of Common Stock.

“Share Restrictions” means the (i) restrictions on the sale of shares (subject to any exceptions thereto) set forth in the individual lock-up agreement entered into by each HL Management Stockholder and the Company (which each HL Management Stockholder

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acknowledges shall continue to apply as provided therein, and which, for the avoidance of doubt, nothing in this Agreement or the ORIX Registration Rights Agreement is intended to, or shall be interpreted to, waive or supersede), and (ii) any restrictions, limitations, or conditions on the sale of shares imposed on HL Management Stockholders by the Company, in the sole discretion of the Board of Directors, or as a result of any current or future obligation of the Company.

“Shelf Registration” means a Registration Statement of the Company for an offering to be made on a delayed or continuous basis of Common Stock pursuant to Rule 415 under the Securities Act (or similar provisions then in effect).

“Stockholders’ Agreement” means that certain Stockholders’ Agreement, dated as of the date hereof, among the Company and the Holders identified therein.

“Takedown Notice” has the meaning set forth in Section 2.01(f).

“Underwritten Offering” means a Registration in which securities of the Company are sold to an underwriter or underwriters for reoffering to the public.

Section 1.02General Interpretive Principles.  Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specified, the terms “hereof,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole (including the exhibits hereto), and references herein to Articles and Sections refer to Articles and Sections of this Agreement.  Except as otherwise indicated, all periods of time referred to herein shall include all Saturdays, Sundays and holidays; provided, however, that if the date to perform the act or give any notice with respect to this Agreement shall fall on a day other than a Business Day, such act or notice may be performed or given timely if performed or given on the next succeeding Business Day.  References to a Person are also to its permitted successors and assigns.  The parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Article 2
REGISTRATION RIGHTS

Section 2.01Registration.

(a)Request.  The HL Management Stockholder Representative, on behalf of the HL Management Stockholders, shall have the right to request that the Company file a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities held by the HL Management Stockholders by delivering a written request to the Company specifying the kind and number of shares of Registrable Securities the HL Management Stockholders wish to Register and the intended method of distribution thereof (a “Demand Registration”); provided that any sale by an HL Management Stockholder in connection with any Demand Registration must comply with the applicable Share Restrictions;.

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The Company shall (i) within 10 Business Days of the receipt of such request, give written notice of such Demand Registration to ORIX (the “Company Notice”) but only if ORIX then owns Registrable Securities, (ii) use its reasonable best efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 days of the receipt of the request, and (iii) use its reasonable best efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter.  Subject to Section 2.01(e) below, the Company shall include in such Registration all Registrable Securities that ORIX requests to be included within the 10 Business Days following its receipt of the Company Notice, as applicable.  Notwithstanding the foregoing, the HL Management Stockholder Representative shall not, nor shall the Company be required to, take any action that would otherwise be permitted or required under this Section 2.01 if such action would violate Section 2.05 hereof or any similar provision contained in the underwriting agreement or any lock-up agreement entered into in connection with the IPO or any Underwritten Offering.

(b)Limitations of Demand Registrations.  The HL Management Stockholder Representative, on behalf of the HL Management Stockholders, shall have the right to require the Company to make up to two Demand Registrations pursuant to Section 2.01(a) during the first 12 months after the effective date of the registration statement related to the IPO, and up to three Demand Registrations per year thereafter; provided, however, that the HL Management Stockholder Representative may not require the Company to effect a Demand Registration within 90 days of the date a previous Demand Registration was requested by the HL Management Stockholder Representative.  To the extent the HL Management Stockholder Representative has requested to include Registrable Securities in a Piggyback Registration but no such Registrable Securities were required to be included in such Piggyback Registration pursuant to Section 2.02(c), the Company shall not be required to effect a Demand Registration on behalf of the HL Management Stockholders prior to the consummation of such Piggyback Registration (and the conclusion of any related holdback periods pursuant to Section 2.05).

(c)Effective Registration.  The Company shall be deemed to have effected a Registration for purposes of Section 2.01(b) if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC, and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been sold and (ii) 40 days from the effective date of the Registration Statement (the “Registration Period”).  No Registration shall be deemed to have been effective if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied by reason of the Company and by no act or omission of the HL Management Stockholders.  If, during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority, the Registration Period shall be extended on a day-for-day basis for any period the HL Management Stockholders are unable to complete an offering as a result of such stop order, injunction or other order or requirement of the SEC or other Governmental Authority.

(d)Underwritten Offering.  If the HL Management Stockholder Representative so indicates at the time of its request pursuant to Section 2.01(a), such offering of Registrable Securities shall be in the form of an Underwritten Offering and the Company shall include such information in the Company Notice, as applicable.  In the event that the HL Management

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Stockholders intend to distribute the Registrable Securities by means of an Underwritten Offering, the HL Management Stockholders may not include Registrable Securities in such Registration unless the HL Management Stockholders, subject to the limitations set forth in Section 2.06, (i) agree to sell their Registrable Securities on the basis provided in the applicable underwriting arrangements; (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and (iii) cooperates with the Company’s reasonable requests in connection with such Registration (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by the HL Management Stockholders’ failure to cooperate, will not constitute a breach by the Company of this Agreement).  The selection of underwriters will be in accordance with Section 2.03 and the HL Management Stockholder Representative shall have the right to cause the Company and its employees to participate in all reasonable marketing efforts that the underwriters deem appropriate.

(e)Priority of Securities in an Offering pursuant to a Demand Registration.  If the managing underwriter or underwriters of a proposed Underwritten Offering pursuant to a Demand Registration by the HL Management Stockholder Representative under Section 2.01 determines that, in their opinion, the number of securities requested to be included in such Underwritten Offering exceeds the number that can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the managing underwriter or underwriters shall inform the HL Management Stockholder Representative in writing of such determination, and the shares included in such Underwritten Offering shall be included in the following order of priority: (a) if ORIX participates in the Underwritten Offering, first, any securities to be sold for the account of ORIX and the HL Management Stockholders, 25% for the account of the HL Management Stockholders and 75% for the account of ORIX (or as close to such ratio as possible, given the desired sale amounts and the size of any necessary reduction); second, any securities to be sold for the account of the Company; and lastly, any other securities or (b) if ORIX does not participate in the Underwritten Offering, first, any securities to be sold for the account of the HL Management Stockholders; second, any securities to be sold for the account of the Company; and lastly, any other securities.

(f)Shelf Registration.  At any time after the date hereof when the Company is eligible to Register the applicable Registrable Securities on Form S-3 (or a successor form), the HL Management Stockholder Representative may request the Company to Register some or all of the HL Management Stockholders’ Registrable Securities on a Shelf Registration.  If the HL Management Stockholders are holders of Registrable Securities included on a Shelf Registration, the HL Management Stockholder Representative shall have the right to request that the Company cooperate in a shelf takedown at any time, subject to the limitations set forth in Sections 2.01(b) and (h), by delivering a written request thereof to the Company specifying the kind and number of shares of Registrable Securities the HL Management Stockholders wish to include in the shelf takedown (“Takedown Notice”).  The Company shall as soon as reasonably practicable and in any event within five Business Days of the receipt of a Takedown Notice take all actions reasonably requested by the HL Management Stockholder Representative, including the filing of a Prospectus supplement and the other actions described in Section 2.04, in accordance with the intended method of distribution set forth in the Takedown Notice as expeditiously as practicable.  Any request by the HL Management Stockholder Representative to effect an Underwritten

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Offering as a shelf takedown shall be subject to the requirements, limitations and provisions relating to Demand Registrations and Underwritten Offerings in this Section 2.01.

(g)SEC Form.  Except as set forth in the next sentence, the Company shall use its reasonable best efforts to cause Demand Registrations to be Registered on Form S-3 (or any successor form), and if the Company is not then eligible under the Securities Act to use Form S-3, Demand Registrations shall be Registered on Form S-1 (or any successor form).  The Company shall use its reasonable best efforts to become eligible to use Form S-3 and, after becoming eligible to use Form S-3, shall use its reasonable best efforts to remain so eligible.  All Demand Registrations shall comply with applicable requirements of the Securities Act and, together with each Prospectus included, filed or otherwise furnished by the Company in connection therewith, shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(h)Suspension Periods.  Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the HL Management Stockholder Representative and the other holders of Common Stock who elected to participate in a Registration, to postpone the filing or effectiveness of a Registration, or, to the extent a Registration is effective, to require such holders of Common Stock to suspend the use of the Prospectus for sales of Registrable Securities under the Registration, in each case for a reasonable period of time not to exceed 90 days in succession or 120 days in the aggregate in any 12-month period (a “Suspension Period”) if the board of directors of the Company determines in good faith and in its reasonable judgment that it is required to disclose in the Registration material, non-public information that the Company has a bona fide business purpose for preserving as confidential. Immediately upon receipt of such notice, the holders of Common Stock covered by the Registration shall suspend the use of the Prospectus until the requisite changes to the Prospectus have been made as required below. Any Suspension Period shall terminate at such time as the public disclosure of such information is made. After the expiration of any Suspension Period and without any further request from the holders of Common Stock, the Company shall as soon as reasonably practicable file and seek the effectiveness of the Registration, or prepare a post-effective amendment or supplement to the Registration or the Prospectus, or any document incorporated therein by reference, as applicable, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Section 2.02Piggyback Registrations.

(a)Participation.

(i)If the Company proposes to file a Registration Statement under the Securities Act with respect to any offering of Common Stock for its own account and/or for the account of another stockholder (other than a Registration (i) pursuant to a Registration Statement on Form S-8, or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement, or

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Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (ii) pursuant to any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iii) in connection with any dividend reinvestment or similar plan or (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as practicable (but in no event less than 15 days prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing to the HL Management Stockholder Representative, and such notice shall offer the HL Management Stockholders the opportunity to Register under such Registration Statement such number of Registrable Securities as the HL Management Stockholder Representative may request in writing (a “Piggyback Registration”).

(ii)Subject to Section 2.02(a) and Section 2.02(c), the Company shall include in such Registration Statement all such Registrable Securities that are requested to be included therein within 12 days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities pursuant to this Section 2.01(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, the Company shall determine for any reason not to Register or to delay Registration of such securities, the Company may, at its election, give written notice of such determination to the HL Management Stockholder Representative and, thereupon, (i) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration and shall have no liability to the HL Management Stockholders in connection with such termination, without prejudice, however, to the rights of the HL Management Stockholder Representative to request that such Registration be effected as a Demand Registration under Section 2.01, and (ii) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other shares of Common Stock.  Registration effected under this Section 2.02 shall not relieve the Company of its obligation to effect any Demand Registration under Section 2.01.

(iii)If the offering pursuant to a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering and the HL Management Stockholder Representative makes a request for a Piggyback Registration pursuant to Section 2.02(a), then the Company and the HL Management Stockholder Representative shall each use their reasonable best efforts to coordinate arrangements with the underwriters so that the HL Management Stockholders may participate in such Underwritten Offering.  If the offering pursuant to such Registration Statement is to be on any other basis and the HL Management Stockholder Representative makes a request for a Piggyback Registration pursuant to Section 2.02(a), then the Company and the HL Management Stockholder Representative shall each use their reasonable best efforts to coordinate arrangements so that the HL Management Stockholders may participate in such offering on such basis.  If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the HL Management Stockholders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

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(iv)Notwithstanding the foregoing, any sale by an HL Management Stockholder in connection with any Piggyback Registration must comply with the applicable Share Restrictions.

(b)Right to Withdraw.  The HL Management Stockholder Representative shall have the right to withdraw its request for inclusion of the HL Management Stockholders’ Registrable Securities in any Underwritten Offering pursuant to this Section 2.02 at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of its request to withdraw and, subject to the preceding clause, the HL Management Stockholders shall be permitted to withdraw all or part of their Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof.

(c)Priority of Piggyback Registration.  If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the HL Management Stockholder Representative in writing that, in its or their opinion, the number of securities of such class which the HL Management Stockholder Representative and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be included in the following order of priority:

(i)if the Piggyback Registration relates to an offering for the Company’s own account, then first, there shall be included in the Underwritten Offering any securities to be sold for the account of the Company; second, (A) if ORIX and the HL Management Stockholders each intend to participate in such Underwritten Offering, there shall be included in the Underwritten Offering any securities to be sold for the account of ORIX and the HL Management Stockholders, 25% for the account of the HL Management Stockholders and 75% for the account of ORIX (or as close to such ratio as possible, given the desired sale amounts and the size of any necessary reduction) or (B) if ORIX does not participate in the offering, there shall be included in the Underwritten Offering any securities to be sold for the account of the HL Management Stockholders; and lastly, there shall be included in the Underwritten Offering any other securities; or

(ii)if the Piggyback Registration relates to an offering other than for the Company’s own account, then first, any securities that were originally proposed to be sold (other than any securities to be sold for the account of ORIX), prior to the initiation of the Piggyback Registration, second, (A) if ORIX and the HL Management Stockholders both intend to participate in such Underwritten Offering, there shall be included in the Underwritten Offering any securities to be sold for the account of ORIX and the HL Management Stockholders, 25% for the account of the HL Management Stockholders and 75% for the account of ORIX (or as close to such ratio as possible, given the desired sale amounts and the size of any necessary reduction) or (B) if ORIX does not participate in the offering, there shall be included in the Underwritten Offering any securities to be sold for the account of the HL Management Stockholders; and lastly, there shall be included in the Underwritten Offering any other securities.

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Section 2.03Selection of Underwriter(s).  In any Underwritten Offering pursuant to Section 2.01 in which ORIX participates, ORIX shall select the lead managing underwriter(s), provided that, in each case, the Company shall have the right to designate co-managing underwriters and passive bookrunners in any such Underwritten Offering.  In any Underwritten Offering pursuant to Section 2.01 in which ORIX does not participate, the HL Management Stockholder Representative shall select the lead managing underwriter(s), provided that, in each case, the Company shall have the right to designate co-managing underwriters and passive bookrunners in any such Underwritten Offering.  In an Underwritten Offering pursuant to Section 2.02 where the Company proposes to file a Registration Statement under the Securities Act with respect to any offering of securities for its own account and/or for the account of ORIX, or any stockholder other than the HL Management Stockholders, the Company or such stockholder shall select the underwriter; provided that prior to the 18-month anniversary of the IPO, upon the request of ORIX, ORIX may select an underwriter (which shall be a nationally-recognized financial institution, but need not be the lead managing underwriter for such offering) to advise the board of directors of the Company regarding the advisability of such an offering.

Section 2.04Registration Procedures.

(a)In connection with the Registration and/or sale of Registrable Securities pursuant to this Agreement, through an Underwritten Offering or otherwise, the Company shall use reasonable best efforts to effect or cause the Registration and the sale of such Registrable Securities in accordance with the intended methods of disposition thereof and:

(i)prepare and file the required Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith, and before filing with the SEC a Registration Statement or Prospectus, or any amendments or supplements thereto, (A) furnish to the underwriters, if any, and to the HL Management Stockholder Representative, if the HL Management Stockholders are participating in such Registration, copies of all documents prepared to be filed, which documents will be subject to the review of such underwriters and the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and their respective counsel, and (B) consider in good faith any comments of the underwriters and the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and their respective counsel on such documents;

(ii)prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective in accordance with the terms of this Agreement and to comply with the provisions of the Securities Act with respect to the disposition of all of the Shares Registered thereon;

(iii)in the case of a Shelf Registration, prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares subject thereto for a period ending on the 3rd anniversary after the effective date of such Registration Statement;

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(iv)notify the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, or when the applicable Prospectus or any amendment or supplement to such Prospectus has been filed, (B) of any written comments by the SEC or any request by the SEC or any other Governmental Authority for amendments or supplements to such Registration Statement or such Prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in all material respects, and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(v)as soon as reasonably practicable notify the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and the managing underwriter or underwriters, if any, when the Company becomes aware of the occurrence of any event as a result of which the applicable Registration Statement or the Prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such Prospectus and any preliminary Prospectus, in light of the circumstances under which they were made) not misleading or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act and, in either case as soon as reasonably practicable thereafter, at the Company’s option, suspend the use of such Registration Statement or Prospectus pursuant to Section 2.01(h), or prepare and file with the SEC, and furnish without charge to the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement or Prospectus which will correct such statement or omission or effect such compliance;

(vi)use its reasonable best efforts to prevent or obtain the withdrawal of any stop order or other order suspending the use of any preliminary or final Prospectus;

(vii)as soon as reasonably practicable incorporate in a Prospectus supplement or post-effective amendment such information as the managing underwriters, if any, and the HL Management Stockholder Representative, if the HL Management Stockholders are participating, may reasonably request to be included therein in order to permit the intended method of distribution of the Registrable Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably

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practicable after being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(viii)furnish to the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and each underwriter, if any, without charge, as many conformed copies as the HL Management Stockholders Representative, if the HL Management Stockholders are participating, or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(ix)deliver to the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as the HL Management Stockholder Representative, if the HL Management Stockholders are participating, or such underwriter may reasonably request (it being understood that the Company consents to the use of such Prospectus or any amendment or supplement thereto by the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto) and such other documents as the HL Management Stockholder Representative, if the HL Management Stockholders are participating, or such underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by the HL Management Stockholder Representative, if the HL Management Stockholders are participating, or such underwriter;

(x)on or prior to the date on which the applicable Registration Statement is declared effective or becomes effective, use its reasonable best efforts to register or qualify, and cooperate with the HL Management Stockholder Representative, if the HL Management Stockholders are participating, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of each state and other jurisdiction of the United States as the HL Management Stockholder Representative, if the HL Management Stockholders are participating, or such managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for so long as such Registration Statement remains in effect and so as to permit the continuance of sales and dealings in such jurisdictions of the United States for so long as may be necessary to complete the distribution of the Registrable Securities covered by the Registration Statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

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(xi)in connection with any sale of Registrable Securities that will result in such securities no longer being Registrable Securities, cooperate with the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive Securities Act legends; and to register such Registrable Securities in such denominations and such names as the HL Management Stockholder Representative, if the HL Management Stockholders are participating, or the underwriter(s), if any, may request at least two Business Days prior to such sale of Registrable Securities; provided that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System;

(xii)cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority and each securities exchange, if any, on which any of the Company’s securities are then listed or quoted and on each inter-dealer quotation system on which any of the Company’s securities are then quoted, and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of each such exchange, and use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;

(xiii)not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company; provided that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System;

(xiv)in the case of an Underwritten Offering, obtain for delivery to and addressed to the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and the underwriter or underwriters, an opinion from the Company’s outside counsel in customary form and content for the type of Underwritten Offering, dated the date of the closing under the underwriting agreement;

(xv)in the case of an Underwritten Offering, obtain for delivery to and addressed to the underwriter or underwriters and, to the extent agreed by the Company’s independent certified public accountants, the HL Management Stockholder Representative, if the HL Management Stockholders are participating, a comfort letter from the Company’s independent certified public accountants in customary form and content for the type of Underwritten Offering, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;

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(xvi)use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, as soon as reasonably practicable, but no later than 90 days after the end of the 12-month period beginning with the first day of the Company’s first quarter commencing after the effective date of the applicable Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder and covering the period of at least 12 months, but not more than 18 months, beginning with the first month after the effective date of the Registration Statement;

(xvii)provide and use its reasonable best efforts to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;

(xviii)use its reasonable best efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of the Company’s securities are then listed or quoted and on each inter-dealer quotation system on which any of the Company’s securities are then quoted;

(xix)provide (A) the HL Management Stockholder Representative, if the HL Management Stockholders are participating in the Registration, (B) the underwriters (which term, for purposes of this Agreement, shall include a Person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, of the Registrable Securities to be Registered, (C) the sale or placement agent therefor, if any, (D) counsel for such underwriters or agent, and (E) any attorney, accountant or other agent or representative retained by the HL Management Stockholder Representative, if the HL Management Stockholders are participating, or any such underwriter, as selected by the HL Management Stockholder Representative, if the HL Management Stockholders are participating, the opportunity to participate in the preparation of such Registration Statement, each Prospectus included therein or filed with the SEC, and each amendment or supplement thereto, and to require the insertion therein of material, furnished to the Company in writing with respect to the HL Management Stockholder Representative, which in the reasonable judgment of the HL Management Stockholder Representative, if the HL Management Stockholders are participating, and their counsel should be included; and for a reasonable period prior to the filing of such Registration Statement, make available upon reasonable notice at reasonable times and for reasonable periods for inspection by the parties referred to in (A) through (E) above (which activities shall, to the extent possible, be coordinated among all participants in the Registration to minimize the demands on the Company), all pertinent financial and other records, pertinent corporate documents and properties of the Company that are available to the Company, and use its reasonable best efforts to cause all of the Company’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available at reasonable times and for reasonable periods, to discuss the business of the Company and to supply all information available to the Company reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence

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responsibility, subject to the foregoing, provided that any such Person gaining access to information or personnel pursuant to this Section 2.04(a)(xix) shall agree to use reasonable efforts to protect the confidentiality of any information regarding the Company which the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (A) the release of such information is required by law or regulation or is requested or required by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process, (B) such information is or becomes publicly known without a breach of this Agreement, (C) such information is or becomes available to such Person on a non-confidential basis from a source other than the Company or (D) such information is independently developed by such Person;

(xx)to use its reasonable best efforts to cause the executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any Underwritten Offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto; and

(xxi)take all other customary steps reasonably necessary to effect the Registration, offering and sale of the Registrable Securities.

(b)As a condition precedent to any Registration hereunder, the Company may require the HL Management Stockholder Representative, if the HL Management Stockholders are participating, to furnish to the Company such information regarding the distribution of Registrable Securities being offered in connection with the Registration and such other necessary information relating to the HL Management Stockholders and their ownership of Registrable Securities as the Company may from time to time reasonably request from the HL Management Stockholder Representative as far in advance as practicable before the expected filing date of each Registration Statement pursuant to this agreement.  The HL Management Stockholder Representative, if the HL Management Stockholders are participating, agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

(c)The HL Management Stockholder Representative, if the HL Management Stockholders are participating, agrees that, upon receipt of any written notice from the Company of the occurrence of any event of the kind described in Section 2.04(a)(v), it will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until its receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.04(a)(v), or until it is advised in writing by the Company that the use of the Prospectus may be resumed, and if so directed by the Company, it will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in its possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.  In the event the Company shall give any such notice, the period during which the applicable Registration Statement for a Demand Registration is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated

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by Section 2.04(a)(v) or is advised in writing by the Company that the use of the Prospectus may be resumed.

Section 2.05Holdback Agreements.  Each of the Company and the HL Management Stockholders that have elected to participate in any Underwritten Offering agree, upon notice from the managing underwriter or underwriters in connection with any Registration for such Underwritten Offering of the Company’s securities (other than pursuant to a registration statement on Form S-4 or any similar or successor form or pursuant to a registration solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), not to effect (other than pursuant to such Registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the managing underwriters during such period as reasonably requested by the managing underwriters (but in no event longer than the seven days before and the 90 days after the pricing of such Underwritten Offering or during any 12-month period for more than an aggregate of 180 days); provided that (a) with respect to the Company, such restrictions shall be subject to exceptions no less favorable than those contained in any underwriting agreement entered into in connection with the IPO and (b) such restrictions shall not apply in any circumstance to Registrable Securities acquired by the HL Management Stockholders in the public market subsequent to the IPO.  Notwithstanding the foregoing, no holdback agreements of the type contemplated by this Section 2.05 shall be required of the HL Management Stockholders that have elected to participate in any Underwritten Offering unless each of the Company’s directors and executive officers, and ORIX, agrees to be bound by a substantially identical holdback agreement for at least the same period of time.

Section 2.06Underwriting Agreement in Underwritten Offerings.  If requested by the managing underwriters for any Underwritten Offering, the Company and the HL Management Stockholders shall enter into an underwriting agreement in customary form with such underwriters for such offering; provided, however, that the HL Management Stockholders shall not be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) the HL Management Stockholders’ ownership of Registrable Securities to be transferred free and clear of all liens, claims and encumbrances created by the HL Management Stockholders, (ii) the HL Management Stockholders’ power and authority to effect such transfer, (iii) such matters pertaining to the HL Management Stockholders’ compliance with securities laws as reasonably may be requested and (iv) the HL Management Stockholders’ intended method of distribution) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 2.08 hereof.

Section 2.07Registration Expenses Paid By Company.  In the case of any Registration of Registrable Securities required pursuant to this Agreement (including any Registration that is delayed or withdrawn) or proposed Underwritten Offering pursuant to this Agreement, the Company shall pay all Registration Expenses regardless of whether the Registration Statement

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becomes effective or the Underwritten Offering is completed.  The Company shall have no obligation to pay any Selling Expenses.

Section 2.08Indemnification.

(a)Indemnification by the Company.  The Company agrees to indemnify and hold harmless, to the full extent permitted by law, each HL Management Stockholder and, to the extent applicable, such HL Management Stockholder’s officers, directors, employees, advisors, Affiliates and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such HL Management Stockholder from and against any and all losses, claims, damages, liabilities (or Actions in respect thereof, whether or not such indemnified party is named or a party thereto) and expenses (including reasonable costs of investigation and legal expenses), whether joint or several, (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that the Company shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Company by the HL Management Stockholder Representative expressly for use in the preparation thereof.  This indemnity shall be in addition to any liability the Company may otherwise have.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the HL Management Stockholders or any indemnified party and shall survive the transfer of such applicable securities by the HL Management Stockholders.

(b)Indemnification by the HL Management Stockholders.  Each HL Management Stockholder, if such HL Management Stockholder is participating in a Registration, agrees to indemnify and hold harmless, to the full extent permitted by law, the Company and the Company’s directors, officers, employees, advisors, Affiliates and agents and each Person who controls the Company (within the meaning of the Securities Act and the Exchange Act) from and against any Losses arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not

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misleading, but in each case of (i) or (ii), only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is contained in any information furnished in writing by such HL Management Stockholder, if such HL Management Stockholder is participating, to the Company expressly for inclusion in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus.  In no event shall the liability of a HL Management Stockholder, if such HL Management Stockholder is participating, hereunder be greater in amount than the dollar amount of the net proceeds received by such HL Management Stockholder under the sale of the Registrable Securities giving rise to such indemnification obligation.  This indemnity shall be in addition to any liability such HL Management Stockholder may otherwise have.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party.

(c)Conduct of Indemnification Proceedings.  Any Person entitled to indemnification hereunder will (i) as soon as reasonably practicable give written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder to the extent that it is materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person (other than reasonable costs of investigation, supervision and monitoring) unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder or fails to employ counsel reasonably satisfactory to such Person or to pursue the defense of such claim, (c) the named parties to any proceeding include both such indemnified and the indemnifying party and the indemnified party has reasonably concluded (based on written advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (d) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person).  If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent, but such consent may not be unreasonably withheld, conditioned or delayed.  If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without the consent of the indemnified party.  No indemnifying party shall consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation.  It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm (in addition to any appropriate local counsel) at any one time from all such indemnified party or parties unless (x) the employment of more than one counsel has been

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authorized in writing by the indemnifying party or parties, (y) an indemnified party has reasonably concluded (based on written advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the other indemnified parties or (z) a conflict or potential conflict exists or in the reasonable judgment of such Person may exist (based on advice of counsel to an indemnified party) between such indemnified party or parties and the other indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel.

(d)Contribution.  If for any reason the indemnification provided for in Section 2.08(a) or Section 2.08(b) is unavailable to an indemnified party or insufficient to hold it harmless as contemplated by Section 2.08(a) or Section 2.08(b), then the indemnifying party shall, in lieu of indemnifying such indemnified party thereunder, contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with the statements or omissions which resulted in such Loss as well as any other relevant equitable considerations.  The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.  Notwithstanding anything in this Section 2.08(d) to the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 2.08(d) to contribute any amount in excess of the amount by which the net proceeds received by such indemnifying party from the sale of Registrable Securities in the offering to which the Losses of the indemnified parties relate (before deducting expenses, if any) exceeds the amount of any damages which such indemnifying party has otherwise been required to pay by reason of such untrue statement or omission.  The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.08(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 2.08(d).  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The amount paid or payable by an indemnified party hereunder shall be deemed to include, for purposes of this Section 2.08(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding.  If indemnification is available under this Section 2.08, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 2.08(a) and Section 2.08(b) hereof without regard to the relative fault of said indemnifying parties or indemnified party.

Section 2.09Reporting Requirements; Rule 144.  The Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act.  If the Company is not required to file such reports during such period, it will, upon the request of the HL Management Stockholder

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Representative, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as the HL Management Stockholder Representative may reasonably request, all to the extent required from time to time to enable the HL Management Stockholders to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC.  From and after the date hereof through the date upon which the HL Management Stockholders no longer own any Registrable Securities, the Company shall forthwith upon request furnish the HL Management Stockholder Representative (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC as the HL Management Stockholder Representative may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Article 3
MISCELLANEOUS

Section 3.01Term.  This Agreement shall terminate upon the earlier of (i) such time as there are no Registrable Securities and (ii) such time when the parties shall unanimously agree, except for the provisions of Section 2.07 and Section 2.08 and all of this Article 3, which shall survive any such termination.

Section 3.02Notices.  All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person or (b) deposited in the United States mail or private express mail, postage prepaid, addressed as follows:

If to the HL Management Stockholders, to the HL Management Stockholder Representative:

Houlihan Lokey, Inc.
10250 Constellation Blvd
Los Angeles, CA 90067
Attention:	Lindsey Alley, Chief Financial Officer
	Christopher Crain, General Counsel

If to the Company to:

Houlihan Lokey, Inc.
10250 Constellation Blvd
Los Angeles, CA 90067
Attention:	Lindsey Alley, Chief Financial Officer
	Christopher Crain, General Counsel

Any party may, by notice to the other parties, change the address to which such notices are to be given.

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Section 3.03Successors, Assigns and Transferees.  This Agreement and all provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  The Company may assign this Agreement at any time in connection with a sale or acquisition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets, or similar transaction, without the consent of any HL Management Stockholder; provided that the successor or acquiring Person agrees in writing to assume all of the Company’s rights and obligations under this Agreement. Each HL Management Stockholder may assign its rights and obligations under this Agreement to any transferee that acquires Registrable Shares from such HL Management Stockholder in a transaction that does not violate the Share Restrictions; provided that such transferee executes an agreement to be bound hereby in the form attached hereto as Exhibit A (a “Joinder”), an executed counterpart of which shall be furnished to the Company.  Notwithstanding the foregoing, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertakings.

Section 3.04Governing Law; Equitable Remedies.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF).  The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or was otherwise breached.  It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions and other equitable remedies to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any of the Selected Courts (as defined below), this being in addition to any other remedy to which they are entitled at law or in equity.  Any requirements for the securing or posting of any bond with respect to such remedy are hereby waived by each of the parties hereto.  Each party further agrees that, in the event of any Action for an injunction or other equitable remedy in respect of such breach or enforcement of specific performance, it will not assert the defense that a remedy at law would be adequate.

Section 3.05Consent to Jurisdiction.  With respect to any Action arising out of or relating to this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (i) submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or the Court of Chancery located in the State of Delaware, County of Newcastle (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Actions other than before one of the Selected Courts; provided, however, that a party may commence any Action in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (ii) consents to service of process in any Action by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to the Company at its address referred to in Section 3.02; provided, however, that nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law; and (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT

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(WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY ACTION WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Section 3.06Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are or are to be thereby aggrieved shall have the right to seek specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

Section 3.07Headings.  The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 3.08Severability.  If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party.  Upon such determination, the parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the parties.

Section 3.09Amendment; Waiver; Future Rights.

(a)This Agreement may not be amended or modified and waivers and consents to departures from the provisions hereof may not be given, except by an instrument or instruments in writing making specific reference to this Agreement and signed by the Company and the HL Management Stockholder Representative.

(b)Waiver by any party of any default by the other party of any provision of this Agreement shall not be deemed a waiver by the waiving party of any subsequent or other default, nor shall it prejudice the rights of the other party.

(c)The Company shall not grant any shelf, demand, piggyback or incidental registration rights that are senior to the rights granted to the HL Management Stockholders

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hereunder to any other Person without the prior written consent of the HL Management Stockholders; provided that this provision shall not restrict ORIX’s ability to exercise its rights under the ORIX Registration Rights Agreement.  The Company shall not agree to an amendment to the ORIX Registration Rights Agreement that adversely impacts the HL Management Stockholders’ rights hereunder.

Section 3.10Additional Parties; Joinder.  The Company may permit any Person who acquires Shares or rights to acquire Shares from the Company after the date hereof to become a party to this Agreement (each such Person, an “Additional Investor”) and to succeed to all of the rights and obligations of an HL Management Stockholder under this Agreement by delivering to the Company a duly executed Joinder.  Upon the execution and delivery of a Joinder by such Additional Investor, the Shares of such Additional Investor (the “Acquired Shares”) shall be Registrable Securities to the extent provided herein, and such Additional Investor shall be an HL Management Stockholder under this Agreement with respect to the Acquired Shares.

Section 3.11Further Assurances.  Each of the parties hereto shall execute and deliver all additional documents, agreements and instruments and shall do any and all acts and things reasonably requested by the other party hereto in connection with the performance of its obligations undertaken in this Agreement.

Section 3.12Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.  Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

Section 3.13HL Management Stockholder Representative.

(a)Each HL Management Stockholder party hereto hereby appoints and authorizes Scott Beiser and Irwin Gold to act jointly as the initial HL Management Stockholder Representative (collectively, the “Initial HL Management Stockholder Representative”), to act on behalf of the HL Management Stockholders party hereto to the extent set forth in Agreement.  Notwithstanding the foregoing, the HL Management Stockholder Representative shall have no obligation to act on behalf of the HL Management Stockholders, except as expressly provided herein.  All decisions, actions, consents, settlements and instructions by the HL Management Stockholder Representative shall be binding upon all of the HL Management Stockholders, and each HL Management Stockholder’s successors, and no HL Management Stockholder shall have the right to object to, dissent from, protest or otherwise contest the same.  The Company shall not have the right to object to, dissent from, protest or otherwise contest the authority of the HL Management Stockholder Representative.  The Company shall be entitled to rely on any decision, action taken or omitted to be taken, consent or instruction of the HL Management Stockholder Representative in accordance with this Agreement as being the decision, action taken or omitted to be taken, consent or instruction of the HL Management Stockholders.

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(b)At any time, the HL Management Stockholder Representative may, by a majority vote of the individuals comprising the HL Management Stockholder Representative, designate one or more additional individuals to act as the HL Management Stockholder Representative. Any individual comprising the HL Management Stockholder Representative may be removed from office by a majority vote of the other individuals comprising the HL Management Stockholder Representative. Within three months of designating, removing, or replacing any HL Management Stockholder Representative, the remaining individual(s) comprising the HL Management Stockholder Representative shall send written notice to the Company of (i) the person designated as the HL Management Stockholder Representative by a majority vote of the individuals comprising the HL Management Stockholder Representative or (ii) the individual removed from office as the HL Management Stockholder Representative by a majority vote of the individuals comprising the HL Management Stockholder Representative.  Each HL Management Stockholder Representative must be (i) an employee of the Company or a subsidiary of the Company and (ii) a holder of Shares. The HL Management Stockholder Representative may act on behalf of the HL Management Stockholders individually or collectively in its capacity as such. As a condition to becoming an HL Management Stockholder Representative, the successor HL Management Stockholder Representative, to the extent not already a party hereto, must become a party to this Agreement by executing documentation reasonably satisfactory to the Company (each successor HL Management Stockholder Representative appointed pursuant to the terms of this Section 3.12 is referred to as a “Successor HL Management Stockholder Representative,” and, collectively with the Initial HL Management Stockholder Representative, are referred to as the “HL Management Stockholder Representative”).  Each HL Management Stockholder Representative hereby accepts his or her appointment as such pursuant to the terms and conditions of this Agreement, and agrees to act in such capacity in accordance with the terms and conditions of this Agreement, unless and until replaced by a Successor HL Management Stockholder Representative as herein provided.

(c)The HL Management Stockholder Representative shall not be liable for any error of judgment or mistake of fact or law, or for any action or omission under this Agreement, except for the HL Management Stockholder Representative’s fraud, bad faith or willful misconduct.  The HL Management Stockholder Representative shall not be liable for acting on any notice, request or instruction or other document believed to be genuine and to have been executed by or on behalf of the proper party or parties.  The Company shall pay all reasonable expenses of the HL Management Stockholder Representative, including counsel fees, and shall discharge all liabilities incurred by the HL Management Stockholder Representative in connection with the exercise of the HL Management Stockholder Representative’s powers and the performance of the HL Management Stockholder Representative’s duties under this Agreement.  Any action or omission undertaken by the HL Management Stockholder Representative in good faith in accordance with the advice of legal counsel shall be binding and conclusive on the parties to this Agreement.  The Company shall also defend, indemnify and hold the HL Management Stockholder Representative harmless from and against any and all claims and liabilities in connection with or arising out of the exercise of any powers or the performance of any duties by the HL Management Stockholder Representative as herein provided or contemplated, except such as shall arise from the fraud, bad faith or willful misconduct of the HL Management Stockholder Representative.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

The HL Management Stockholders named in Schedule A herein
By:	/s/ Scott L. Beiser
Name: Scott L. Beiser

As Attorney-in-fact acting on behalf of each of the HL Management Stockholders

HOULIHAN LOKEY, INC.
By:	/s/ J. Lindsey Alley
Name:	J. Lindsey Alley
Title:	Chief Financial Officer

HL MANAGEMENT STOCKHOLDER REPRESENTATIVE
By:	/s/ Scott L. Beiser
Name:	Scott L. Beiser
As the Initial Management Stockholder Representative
By:	/s/ Irwin N. Gold
Name:	Irwin N. Gold

As the Initial Management Stockholder Representative

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EX-10.4

Exhibit 10.4

TRANSITION SERVICES AGREEMENT

by and between

ORIX USA, LP

a Delaware limited partnership

and

HOULIHAN LOKEY, INC.
a Delaware corporation

Dated as of August 18, 2015

TRANSITION SERVICES AGREEMENT

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”.

RECITALS

WHEREAS, Houlihan, Lokey, Howard & Zukin, Inc., a California corporation and a predecessor of HL and ORIX previously entered into that certain Support Services Agreement, dated as of January 1, 2006 (as amended from time to time, the “Existing Services Agreement”);

WHEREAS, HL desires to engage ORIX, and ORIX desires to provide to HL, certain services in connection with the operation of HL’s business following the initial public offering (the “IPO”) of the common stock of HL, under the terms and conditions and in exchange for the consideration set forth herein; and

WHEREAS, in connection with the IPO, the Existing Services Agreement will be terminated and will be replaced by this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I.
PROVISION OF SERVICES

1.1Services.  Subject to Article VI hereof, ORIX shall cause to be provided, through itself, its affiliates, Permitted Subcontractors (as defined below), and their respective employees, agents and contractors, to HL and its subsidiaries the services listed and described on Annex A attached hereto (collectively, the “Services”).  ORIX shall not be obligated to provide any services not set forth on Annex A.  ORIX shall use commercially reasonable efforts to perform each of its duties hereunder in a competent and timely fashion.  In the event that ORIX has engaged third parties to perform one or more Services under the supervision of ORIX for HL, ORIX shall use its commercially reasonable efforts to cause such third parties to deliver such Service in a competent and timely fashion.  Any one or more of the Services may be terminated or modified at any time upon mutual agreement of HL and ORIX, in which case the Parties may amend Annex A by mutual agreement as appropriate to reflect the termination or modification of the Services.

1.2Additional Services.  In the event that, during the term of this Agreement, HL requests ORIX to provide any service not contemplated by Section 1.1 hereof, if ORIX agrees to provide such additional service, ORIX shall be entitled to additional compensation for such services as may be mutually agreed to in writing by ORIX and HL; provided, that, if the Parties fail to reach an agreement on the amount of such additional compensation, the relevant terms of

Annex B will apply.  The Parties shall amend Annex A as appropriate to reflect any additional Services.

1.3Permitted Subcontractors.  ORIX reserves the right to subcontract any Services to a third party (a “Permitted Subcontractor”), as follows:

(a)ORIX may subcontract to Sunera LLC (“Sunera”) any Services under the headings “Sarbanes-Oxley Compliance” and “Internal Audit” on Annex A hereto to the extent such Services relate to HL’s information technology without prior approval by, but with prior notice to, HL;

(b)ORIX may subcontract to Sunera any other Services as ORIX deems reasonably necessary to ensure timely completion of such other Services, without prior approval by, but with prior notice to, HL; and

(c)ORIX may subcontract Services to any other Permitted Subcontractor that ORIX reasonably believes is capable of performing the Services in accordance with this Agreement with HL’s prior written consent, which consent shall not be unreasonably withheld.  In the event that ORIX has subcontracted Services to any such Permitted Subcontractor, ORIX shall use commercially reasonable efforts to select such Permitted Subcontractors and cause such Permitted Subcontractor to deliver such Services in a competent and timely fashion.

(d)Notwithstanding anything to the contrary in this Agreement, ORIX shall retain responsibility for the provision to HL of any Services performed by ORIX’s affiliates, Permitted Subcontractors and their respective employees, agents and contractors, and shall remain liable for any acts or omissions of such persons or entities in their performance hereunder.

1.4Access; Cooperation.  HL shall provide and shall cause its affiliates and service providers (as applicable) (the “Providing Parties”) to provide ORIX, any of its affiliates or any Permitted Subcontractor providing Services under this Agreement (the “Accessing Party”) with commercially reasonable and (as necessary) supervised access to information, personnel, equipment, facilities, software, databases, office and storage space and systems of the Providing Parties during their regular business hours and without interrupting the operations of the Providing Parties, solely to the extent (i) reasonably necessary for the performance of the relevant Services or (ii) reasonably necessary to access historical information by virtue of HL’s prior affiliation with ORIX or in connection with services previously provided by ORIX, its affiliates and permitted subcontractors to HL and its affiliates pursuant to the Existing Services Agreement.  The Accessing Party shall give a Providing Party reasonable prior notice of the need for such access and shall comply with any written instructions or written policies provided by the Providing Party in connection with the use of or access to any of the Providing Party’s information, personnel, equipment, facilities, software, databases, office and storage space or systems.  Without limiting the foregoing, each Party shall cooperate with the other in all commercially reasonable respects in order to accomplish the objectives of this Agreement. Such access shall include using commercially reasonable efforts to provide ORIX appropriate information as reasonably necessary in connection with any audits of ORIX consolidated group

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returns (which requirement shall extend beyond the termination of this Agreement for relevant statute periods).

1.5Standard of Performance.  The Services to be provided hereunder shall be performed in a competent and timely fashion with the same general degree of care, at the same general level, and at the same general degree of accuracy and responsiveness, as when performed within ORIX’s organization.  It is understood and agreed that ORIX is not a professional provider of the types of services included in the Services and that ORIX personnel performing such Services have other responsibilities, and will not be dedicated full-time to performance of the Services.  In providing, or causing to be provided, the Services, ORIX shall not be obligated to (a) maintain the employment of any specific employee, agent or contractor or hire additional employees, agents or contractors, (b) purchase, lease, or license any additional equipment (including, without limitation, computer equipment, software, furniture, furnishings, fixtures, machinery, vehicles, tools, and other tangible personal property) that it would not acquire in the ordinary course of its business, (c) make modifications to its existing systems, or (d) subject to the provisions of Section 6.3, pay any costs related to the transfer or conversion of data of HL.  It is not the intent of ORIX to render, nor of HL to receive from ORIX, professional advice or opinions, whether with regard to risk management, regulatory compliance, internal audit, legal, finance, information systems, or other business and financial matters, or technical advice, whether with regard to information systems or other matters; HL shall not rely on, or construe, any Service rendered by or on behalf of ORIX as such professional advice or opinions or technical advice; and HL shall seek all third party professional advice and opinions or technical advice as it may desire or need, and in any event HL shall be responsible for and assume all risks associated with the Services (except those arising from a material breach of this Agreement by ORIX).

ARTICLE II.
PAYMENT FOR SERVICES

2.1Service Fee. Commencing on the closing date of the IPO (the “Closing Date”), the Services shall be provided by ORIX to HL in exchange for the service fee set forth on Annex B (the “Service Fee”).  This Article II shall survive any termination of this Agreement with respect to Services performed by ORIX under this Agreement for which ORIX has not yet been paid.

2.2Pass-Through Expenses. For the avoidance of doubt, the term “Service Fee” shall not include any out-of-pocket expenses incurred by ORIX and bona fide pass-through payments by ORIX to third parties on behalf of HL, in each case related to (i) the provision of any Services for the benefit of HL under this Agreement (including but not limited to telecommunication expenses and travel-related expenses in accordance with ORIX’s then-applicable business travel policies) and (ii) expenses under pre-existing software contracts in place by virtue of HL’s prior affiliation with ORIX or in connection with services previously provided by ORIX to the extent such contracts expire after the Closing Date, provided that such expenses under this clause (ii) shall not exceed a total aggregate amount of $10,000, and such expenses under clauses (i) and (ii) shall not exceed an aggregate amount of $25,000 without the prior written consent of HL (collectively expenses under clauses (i) and (ii), the “Pass-Through Expenses”). HL shall

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reimburse ORIX in full for all such Pass-Through Expenses reasonably incurred promptly upon receipt of ORIX’s invoice therefor.

ARTICLE III.
LIMITATION ON LIABILITY; INDEMNITY

Except in the case of gross negligence, bad faith or willful misconduct, ORIX’s maximum liability to, and the sole remedy of, HL for ORIX’s failure to provide the Services is a refund of the price paid for the particular service or, at the option of HL, a redelivery (or delivery) of the service.  In no event shall ORIX be liable to HL or any other party for any consequential, incidental, special or punitive damages or lost profits or diminution in value damages, suffered by HL or such other party arising out of this Agreement or the Services, whether resulting from actual or alleged negligence of ORIX or otherwise.  HL shall indemnify and hold harmless ORIX, its affiliates and its employees, directors, agents and contractors against any liability, expense, claim or loss (including attorneys’ fees), other than any taxes imposed or based on the Service Fee (payment of which shall be governed exclusively by Annex B), arising out of this Agreement or the Services, except to the extent such liability, expense, claim or loss arose out of a breach of this Agreement by, or the gross negligence, bad faith or willful misconduct of, ORIX.

ARTICLE IV.
FORCE MAJEURE

ORIX shall not be responsible for the failure or delay in the delivery of any Service, nor shall HL be responsible for the failure or delay in receiving such Service, if such failure or delay is caused by an act of God or public enemy, war, government acts, regulations or orders, fire, flood, embargo, quarantine, epidemic, labor stoppages or other disruptions, accident, unusually severe weather or other cause similar or dissimilar, beyond ORIX’s reasonable control.

ARTICLE V.
PROPRIETARY INFORMATION AND RIGHTS

5.1Proprietary Information and Rights.  Each Party acknowledges that the other possesses, and will continue to possess, information that has been created, discovered or developed by them and/or in which property rights have been assigned or otherwise conveyed to them, which information has commercial value and is not in the public domain, including, but not limited to, the current and historic cost of funds of ORIX USA Corporation (the “Proprietary Information”).  The Proprietary Information of each Party will be and remain the sole property of such Party and its assigns.  Each Party shall use the same degree of care that it normally uses to protect its own Proprietary Information to prevent the disclosure to third parties of information that has been identified as proprietary by written notice to such Party from the other Party.  Neither Party shall make any use of the information of the other which has been identified as proprietary except as contemplated or required by the terms of this Agreement or pursuant to Section 5.2 of this Agreement.  Notwithstanding the foregoing, this Article V shall not apply to any information that a Party can demonstrate:  (a) was, at the time of disclosure to it, in the public domain through no fault of such Party; (b) was received after disclosure to it from a third

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party who had a lawful right to disclose such information to it; or (c) was independently developed by the receiving Party.

5.2Compelled Disclosure.  Notwithstanding the foregoing, in the event that any Party is required by rule, law, statute or regulation, court order or stock exchange to disclose any Proprietary Information, such Party shall (a) to the extent permitted, notify the other Party in writing as soon as reasonably practicable, but in no event less than ten (10) calendar days prior to any such disclosure; (b) reasonably cooperate with the other Party to preserve the confidentiality of such Proprietary Information consistent with applicable rule, law, statute or regulation and (c) use its reasonable best efforts to limit any such disclosure to the minimum disclosure necessary to comply with such rule, law, statute or regulation or court order.

ARTICLE VI.
TERM; TERMINATION

6.1Term; Termination.  The term of this Agreement shall commence on the Closing Date and continue until the six-month anniversary of the Closing Date; provided, however, that the term of this Agreement shall automatically extend for successive three-month terms unless HL notifies ORIX at least thirty (30) calendar days prior to the end of the initial six-month period or any successive three-month period that it is electing to terminate the Agreement at the end of such period.  Notwithstanding the foregoing:

(a)ORIX may elect to terminate this Agreement as of any date following the initial six-month period upon ninety (90) days’ notice to HL; or

(b)Each of ORIX and HL may elect to terminate this Agreement in the event of a breach or failure to perform any material term, covenant, condition or agreement on the part of the other Party to be observed or performed pursuant to the terms of this Agreement after due notice to such Party, subject to the following cure period.  Written notice of default shall be sent to the defaulting Party and the defaulting Party shall have thirty (30) days (except in the case of payment defaults which shall have a 10-day cure period) following receipt of such notice to remedy the default.  If the breach is not cured to the satisfaction of the non-defaulting Party within such cure period, the non-defaulting Party may terminate this Agreement immediately by giving further notice to such effect to the defaulting Party.

6.2Effect of Termination.  Upon any termination of this Agreement, the obligations of the Parties hereunder shall also terminate, except (a) HL shall continue to be obligated to ORIX for any payments for any unpaid fees or expenses incurred prior to any such termination; (b) HL’s obligations under Article III hereof shall survive any such termination; (c) the provisions of this Article V, Article VI, Article VII, Article VIII, Article IX and Article X shall survive any such termination; and (d) the Parties’ obligations with respect to Services provided pursuant to Item 5 of Annex A hereto shall survive any such termination and shall continue to be binding on the Parties until such time as all of the promissory notes set forth on Annex C hereto (the “Fram Promissory Notes”) have matured or been repaid in full. All accrued and unpaid charges for Services shall be payable upon termination of this Agreement with respect to such Services in accordance with the terms of this Agreement.  Notwithstanding the foregoing, but subject to Article III, in the event of the

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termination of this Agreement, no Party shall be relieved of any liability for any gross negligence bad faith or willful misconduct, or a material breach of this Agreement by, such Party.

6.3Post-termination Cooperation.  Following any termination of this Agreement, each Party shall cooperate in good faith with the other to transfer and/or retain all records and take all other actions necessary to provide ORIX and HL and their respective successors and assigns with sufficient information in the form requested by ORIX or HL, or their respective successors and assigns, as the case may be, to make alternative service arrangements substantially consistent with those contemplated by this Agreement.

ARTICLE VII.
NO IMPLIED ASSIGNMENTS OR LICENSES

Nothing in this Agreement is to be construed as an assignment or grant of any right, title or interest in any trademark, copyright, patent right or other intellectual or industrial property right.

ARTICLE VIII.
ASSIGNMENT AND DELEGATION

Subject to Section 1.1 hereof, this Agreement shall not be assigned and is not assignable by any Party without the prior written consent of the other Party hereto; provided, however, that ORIX may assign its rights and obligations under this Agreement (including the right to receive any payment hereunder) to any of its subsidiaries or affiliates with the prior consent of HL, not to be unreasonably withheld.  Subject to the preceding sentence, this Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective permitted successors and assigns.

ARTICLE IX.
NOTICES

All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy, electronic or digital transmission method (including e-mail); the day after it is sent, if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and upon receipt, if sent by certified or registered mail, return receipt requested.  In each case notice shall be sent:

To ORIX:

ORIX USA Corporation
1717 Main Street, Suite 900
Dallas, Texas 75201
Attn:Paul Wilson, Chief Financial Officer
Ron Barger, General Counsel
Facsimile:(469) 385-1534

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with a copy to:

Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Attn:David Harms (harmsd@sullcrom.com)

Glen Schleyer (schleyerg@sullcrom.com)

Facsimile:(212) 558-3588

To HL:

Houlihan Lokey, Inc.
10250 Constellation Blvd., 5th Floor
Los Angeles, CA 90067
Attn:Lindsey Alley, Chief Financial Officer
Christopher Crain, General Counsel
Facsimile:(310) 553-2173

with a copy to:

Latham & Watkins LLP
355 S. Grand Avenue
Los Angeles, California 90071
Attn:Jeffrey Kateman
David Zaheer
Facsimile:(213) 891-8763

ARTICLE X.
MISCELLANEOUS

10.1Entire Agreement:  Amendments.  This Agreement and its Annexes contain all of the terms and conditions agreed upon by the Parties hereto in connection with the subject matter hereof.  This Agreement and its Annexes may not be amended, modified or changed except as specifically set forth herein or by written instrument signed by all of the Parties hereto.

10.2Governing Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of New York (without giving effect to its choice of law principles).

10.3Attorneys’ Fees.  If any legal action is brought concerning any matter relating to this Agreement, or by reason of any breach of any covenant, condition or agreement referred to herein, the prevailing Party shall be entitled to have and recover from the other Party to the action all costs and expenses of suit, including attorneys’ fees.

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10.4Arbitration.

(a)It is understood and agreed between the Parties hereto that any and all claims, grievances, demands, controversies, causes of action or disputes of any nature whatsoever (including but not limited to tort and contract claims, and claims upon any law, statute, order, or regulation) (collectively, “Claims”), arising out of, in connection with, or in relation to (i) the interpretation, performance or breach of this Agreement or (ii) the arbitrability of any Claims under this Agreement, shall be resolved in accordance with a two-step dispute resolution process involving, first, negotiations between the executives referenced in Section 10.4(b), followed, if necessary, by final and binding arbitration before a retired judge from the JAMS/Endispute panel.  Such dispute resolution process shall be confidential and the arbitration portion shall be conducted in accordance with the Federal Rules of Evidence.

(b)The Parties agree that any Claim solely for monetary damages should initially regarded as a business problem to be resolved promptly through business-oriented negotiations before resorting to arbitration pursuant to Section 10.4(c).  The Parties therefore agree to attempt in good faith to resolve any Claim solely for monetary damages promptly by negotiation between the individuals then serving as the Chief Executive Officer or Chief Financial Officer of HL (on behalf of HL) and the Chief Executive Officer or Chief Financial Officer of ORIX (on behalf of ORIX).  Such negotiations shall commence upon the mailing of a notice (the “Dispute Notice”) (i) from the Chief Executive Officer or Chief Financial Officer of HL to the Chief Executive Officer or Chief Financial Officer of ORIX or (ii) from the Chief Executive Officer or Chief Financial Officer of ORIX to the Chief Executive Officer or Chief Financial Officer of HL.  Each such representative (each a “Senior Executive”) shall have authority to settle the Claim.  If the Claim has not been resolved by the Senior Executives within twenty (20) calendar days of the date of the Dispute Notice, unless the Parties agree in writing to a longer period, the Claim shall be settled pursuant to binding arbitration pursuant to Section 10.4(c).  All negotiations pursuant to this Section 10.4(b) shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and shall not be used for, or admitted in, any arbitration or court proceedings under this Agreement.

(c)Should any Claims remain after the completion of the 20-day negotiation process described in Section 10.4(b), the Parties agree to submit all remaining Claims to final and binding arbitration administered by the New York, New York offices of JAMS/Endispute in accordance with the then-existing JAMS/Endispute Arbitration Rules, except to the extent such rules conflict with the procedures set forth in this Section 10.4(c), in which case these procedures shall govern.  The Parties shall select a mutually acceptable neutral arbitrator from the panel of arbitrators serving with any of JAMS/Endispute’s offices, but in the event the Parties cannot agree on an arbitrator, the administrator of JAMS/Endispute shall appoint an arbitrator from such panel (the arbitrator so selected or appointed, the “Arbitrator”).  The Parties expressly agree that the Arbitrator may provide all appropriate remedies (at law and equity) or judgments that could be awarded by a court of law in New York, and that, upon good cause shown, the Arbitrator shall afford the parties adequate discovery, including deposition discovery.  Neither a Party nor the Arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all Parties.  Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all Claims pursuant to this Section 10.4(c).  The Arbitrator shall be bound by and shall strictly enforce the terms of this Section 10.4(c) and may not limit, expand or otherwise modify its terms.  The Arbitrator shall make a good faith effort to

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apply the substantive law (and the law of remedies, if applicable) of the state of New York, federal law, or both, as applicable, without reference to its conflicts of laws provisions.  The Arbitrator is without jurisdiction to apply any different substantive law.  The Arbitrator shall be bound to honor claims of privilege or work-product doctrine recognized at law, but the Arbitrator shall have the discretion to determine whether any such claim of privilege or work product doctrine applies.  The Arbitrator shall render an award and a written, reasoned opinion in support thereof.  The Arbitrator shall have power and authority to award any appropriate remedy (in law or equity) or judgment that could be awarded by a court of law in New York, which may include reasonable attorneys’ fees to the prevailing Party.  The award rendered by arbitration shall be final and binding upon the Parties; and judgment upon the award may be entered in any court having jurisdiction thereof.

(d)Adherence to this dispute resolution process shall not limit the Parties’ right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and interests.  Notwithstanding the foregoing sentence, this dispute resolution procedure is intended to be the exclusive method of resolving any Claims arising out of or relating to this Agreement.

(e)Subject to the Arbitrator’s award, each Party shall bear its own fees and expenses with respect to this dispute resolution process and any Claim related thereto and the Parties shall share equally the fees and expenses of the JAMS/Endispute and the Arbitrator.

10.5Construction and Interpretation.  This Agreement shall not be construed for or against either Party by reason of the authorship or alleged authorship of any provision hereof or by reason of the status of the respective Parties.  This Agreement shall be construed reasonably to carry out its intent without presumption against or in favor of either Party.  The natural persons executing this Agreement on behalf of each Party have the full right, power and authority to do and affirm the foregoing warranty on behalf of each Party and on their own behalf.  The captions on sections are provided for purposes of convenience and are not intended to limit, define the scope of or aid in interpretation of any of the provisions hereof.  All pronouns and singular or plural references as used herein shall be deemed to have interchangeably (where the sense of the sentence requires) a masculine, feminine or neuter, and/or singular or plural meaning, as the case may be.

10.6Severability.  If any term, provision or condition of this Agreement is determined by a court or other judicial or administrative tribunal to be illegal, void or otherwise ineffective or not in accordance with public policy, the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be construed in such manner so as to preserve the validity hereof and the substance of the transactions herein contemplated to the extent possible.

10.7Independent Contractors.  The relationship of ORIX and HL established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (a) constitute the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking; (b) prevent ORIX from entering into any other business; or (c) allow ORIX to create or assume obligations on behalf of or in the name of HL, except as provided herein.

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10.8No Third Party Beneficiaries.  No persons (including, without limitation, any Permitted Subcontractors), other than the Parties hereto, are beneficiaries of this Agreement and no such persons will be entitled to enforce any provision hereof.

10.9Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

10.10Termination of the Existing Services Agreement.  The Existing Services Agreement is hereby terminated and of no further force and effect, except that any obligations under the Existing Services Agreement arising out of or relating to the period prior to the date hereof shall survive until fully performed.

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IN WITNESS WHEREOF, the undersigned have executed this Transition Services Agreement as of the date first set forth above.

ORIX USA, LP
By:	/s/ Paul E. Wilson
	Name: Paul E. Wilson
	Title: President, CFO and Treasurer
HOULIHAN LOKEY, INC.
By:	/s/ J. Lindsey Alley
	Name: J. Lindsey Alley
	Title: Chief Financial Officer

ANNEX A

SERVICES TO BE PROVIDED

1.Sarbanes-Oxley (“SOX”) Compliance:  Assist HL in:

·Performing the scoping and documentation of SOX controls.

·Performing the testing of financial reporting controls in three phases:  interim, update/remediation, and year-end/quarterly controls.

·Preparing reports of results for management and the audit committee.

2.Internal Audit:  Assist HL in:

·Performing risk assessment of business and IT to identify risks and develop an audit plan.

·Performing business and IT audits using the COSO risk-based methodology focusing on financial reporting, operations, and compliance risks.

·Leveraging the testing performed in SOX to prevent duplication of efforts.

·Preparing reports of audit results for management and the audit committee.

·Performing follow-up audits of issues noted to ensure completion of management action plans.

3.Tax:  Assist HL in:

·Performing compliance with tax preparation, provision and compliance with tax audits.

·Analysis of tax related structural matters.

4.KPMG Assistance:  In connection with financial statement audits and reviews by HL’s independent accounting firm, assist in the following areas:

·Testing of revenue recognition, including accounts receivable/work-in-progress.

·Quarterly review and recalculation of the HL incentive calculation.

·Semi-annual journal entry analysis/testing.

5.Provision of the Current Interest Rate of the Fram Promissory Notes.

·At no cost, providing current interest rate of the Fram Promissory Notes to HL to assist HL in servicing the Fram Promissory Notes.

6.Services Arising out of the Termination of the Existing Services Agreement:  Assist HL with:

·Services previously provided by ORIX, its affiliates and permitted subcontractors to HL and its affiliates pursuant to the Existing Services Agreement, including those services listed in Annex A thereto under the rubrics “Executive,” “Finance and Accounting,” “External Audit and Institutional,” to the extent not yet fully performed as of the date hereof and arising out of or relating to the period prior to the date hereof.

·Queries relating to or arising out of the cessation of services previously provided by ORIX, its affiliates and permitted subcontractors to HL and its affiliates pursuant to the Existing Services Agreement.

·Any other services or queries that may arise in connection with the termination of the Existing Services Agreement.

ANNEX B

PAYMENT FOR SERVICES

The Service Fee shall be equal to $125 multiplied by the number of hours spent by ORIX employees, agents and contractors (including Permitted Subcontractor personnel), in providing the Services, reduced by any amount paid by HL directly to a Permitted Subcontractor with ORIX’s prior consent, provided, however, that in no event shall the Service Fee be calculated in connection with the services set forth on Item 5 of Annex A.

Promptly following the end of each fiscal quarter of HL during which this Agreement is in effect, ORIX shall deliver to HL an invoice summarizing the calculation of the Service Fee payable for such quarter (or portion thereof for which this Agreement is in effect).  Within ten (10) business days following receipt of such invoice, HL shall submit the specified Service Fee to ORIX by wire transfer in immediately available funds to an account specified by ORIX, or otherwise as ORIX may from time to time provide.

Notwithstanding the foregoing, to the extent that the Service Fee paid by HL (including any amount paid by HL directly to Sunera or any Permitted Subcontractor for its Services performed as Permitted Subcontractor pursuant to Section 1.3 hereof) for the first 12 months following the Closing Date is less than $200,000, then HL shall make an additional payment promptly following the end of such 12-month to cause the Service Fee for such 12-month period to equal $200,000.

HL shall be entitled to withhold such portion of each payment as is required to be withheld by applicable law and any taxing authority of competent jurisdiction, but shall not be entitled to withhold payments due to ORIX on grounds of alleged nonperformance by ORIX of any of its obligations under this Agreement, or to set-off any other amount owed to HL by ORIX or any affiliate. So long as ORIX cooperates with HL to the extent reasonable to obtain reduction of or relief from such withholding, HL shall be required to gross up any payments on which withholding is made to ensure that the net amount ORIX receives in cash is equal to the required amounts as detailed herein; provided, however, that if ORIX assigns its rights to receive payments hereunder to any other person or entity, HL shall not be required to pay any amounts pursuant to this sentence that are in excess of amounts HL would otherwise have been required to pay had ORIX not so assigned its rights.

EX-10.5

Exhibit 10.5

SUBORDINATED PROMISSORY NOTE

August 18, 2015

Section 1.FUNDAMENTAL PROVISIONS.

Terms not otherwise defined herein shall have the meaning provided in Annex I hereto. The following terms will be used as defined terms in this Subordinated Promissory Note (as it may be amended, modified, extended and renewed from time to time, this “Note”):

Issuer:Houlihan Lokey, Inc., a Delaware corporation (“Issuer”).

Holder:HLHZ Holding Company, LLC, a Delaware limited liability company

Principal Amount:USD $45,000,000.00 (“Principal Amount”).

Section 2.PROMISE TO PAY.

The Issuer promises to pay to the order of Holder, in accordance with the payment procedure set forth herein, the outstanding Principal Amount, together with accrued interest from the date of disbursement on the unpaid principal balance at the applicable Interest Rate.

Section 3.INTEREST; PAYMENTS.

(a)Subject to the terms and conditions of Section 12 and except as otherwise set forth herein, the Note shall bear interest on the unpaid principal amount hereof from the date made through repayment hereof (whether by acceleration or otherwise) at the Interest Rate.  Interest on the Note shall accrue on a daily basis.  Interest will be calculated daily on the basis of a 360-day year comprised of twelve 30 day months.  In computing interest on the Note, the date of the issuance of the Note shall be excluded and the date of repayment of the Note (including the repayment of any portion of the Note) shall be included.  On (i) each Interest Payment Date prior to the Maturity Date and (ii) the Maturity Date, the Issuer shall pay and discharge in cash the interest accrued on the outstanding Principal Amount.

(b)The Principal Amount of the Note will be payable in installments of USD $7,500,000.00 payable on each Payment Date, commencing on June 30, 2016; provided that in the event of any optional prepayment, the amount of such payments shall be reduced in accordance with Section 4.

(c)If any payment of principal and interest or any other amount payable hereunder is not paid when due, whether on an Interest Payment Date, a Payment Date, the Maturity Date or any earlier date as a result of acceleration of this Note after Default, then the amount then due and unpaid shall thereafter bear interest until paid at a rate (“Default Interest Rate”) per annum (based on a 360-day year, comprised of twelve 30 day months) equal to the applicable Interest Rate plus two

percent (2%) per annum, and such accrued interest at the Default Interest Rate shall, subject to the terms and conditions of Section 12, be due and payable by the Issuer on demand by Holder.

(d)The Issuer shall make payment of all unpaid principal, interest, and any other amounts due hereunder on the Maturity Date, in immediately available funds, not later than 12:00 noon (New York time) (or such later time as Holder shall agree). If any payment of principal and interest to be made by the Issuer hereunder shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing the interest in such payment.

(e)Except as specifically hereinafter set forth, all payments made by the Issuer under this Note shall be made by wire transfer to the account listed below for Holder, or at such other place as Holder designates to the Issuer, in immediately available funds, not later than 12:00 noon, New York time (or such later time as Holder shall agree) on the date such payment is required to be made.

To Holder:

The Bank of Tokyo-Mitsubishi UFJ Trust Company
ABA No. 0260-0968-7
Account Number 310 062 381
For the account of ORIX USA Corporation

Section 4.OPTIONAL PREPAYMENT.

Subject to the terms and conditions of Section 12, the Issuer may optionally prepay the Note in whole or in part (in integral multiples of $100,000 or such lesser amount as Holder shall agree), without premium or penalty, at any time and from time to time by providing Holder notice of optional prepayment. Any such prepayment shall be applied to reduce scheduled installments of principal in inverse order of maturity.

Section 5.LAWFUL MONEY.

Principal and interest are payable in lawful money of the United States of America.

Section 6.APPLICATION OF PAYMENTS.

Absent the occurrence of an Event of Default hereunder, any payments received by Holder pursuant to the terms hereof shall be applied first to sums, other than principal and interest due Holder hereunder, second to the accrued and unpaid interest due hereunder and the balance, if any, to the payment of principal. Any payments received by the Holder hereof during the continuation of an Event of Default shall be applied to the amounts specified in this Section 6 in such order as Holder may, in its sole discretion, elect.

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Section 7.RESERVED.

Section 8.REPRESENTATIONS AND WARRANTIES.

Issuer represents and warrants to Holder that:

(a)Due Organization.  It is duly formed and validly existing, and is in good standing under the laws of its jurisdiction of organization.

(b)Authority.  It has the power and authority to execute and deliver the Note and to perform its obligations hereunder.  The execution, delivery and performance of the Note and the consummation of the transactions contemplated hereby have been duly authorized by all of its necessary corporate or similar action, and no other action or proceeding on its part or on the part of its members is necessary to authorize the execution or delivery the Note and consummation of the transactions contemplated hereby.  The Note has been duly and validly executed and delivered by the Issuer.

(c)Binding Effect.  The Note constitutes a valid and binding obligation, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, fraudulent transfer and similar laws affecting creditors’ rights generally and to general principles of equity.

(d)No Conflicts or Default.  Its execution, delivery and performance of the Note do not and will not result in a breach or violation of, or constitute a default under, any of the terms and provisions of its organizational documents, any material law applicable to the Issuer or, except as could not reasonably be expected to result in a Material Adverse Effect on the Issuer or on its ability to perform its obligations under the Note, any agreement to which the Issuer is a party.

(e)Compliance with Laws and Agreements.  The Issuer is in compliance with (a) all applicable laws and all judgments, decrees and orders of any governmental authority and (b) all indentures, agreements or other instruments binding upon it or its properties, except where non-compliance, either singly or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect on the Issuer or on its ability to perform its obligations under the Note.

Section 9.COVENANTS.

(a)Payment and Performance of Note Obligations. The Issuer covenants and agrees that, from the date hereof until the Discharge of Obligations with respect to the Note, it shall pay and perform all Note Obligations arising under, and in accordance with, the terms of the Note.

(b)Tax Matters.

(i)If the Issuer shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder such sum shall be increased as may be necessary so that, after making all such deductions, Holder receive an amount equal to the sum it would have received had no such deduction

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for Covered Taxes been made.  If the Issuer shall be required by law to deduct or withhold any taxes other than Covered Taxes from or in respect of any sum payable hereunder, Holder shall be treated for all purposes of this Note as having received any such amounts so deducted or withheld.

(ii)If Holder is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Note, Holder shall deliver to the Issuer, at the time or times reasonably requested by the Issuer, such properly completed and executed documentation reasonably requested by the Issuer as will permit such payments to be made without withholding or at a reduced rate of withholding or to determine whether or not Holder is subject to backup withholding or information reporting requirements, including, without limitation, an Internal Revenue Service Form W-9 or applicable Internal Revenue Service Form W-8.

(iii)If a payment made to Holder under this Note would be subject to U.S. federal withholding tax imposed by FATCA if Holder were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Holder shall deliver to the Issuer at the time or times prescribed by law and at such time or times reasonably requested by the Issuer such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer as may be necessary for the Issuer to comply with its obligations under FATCA and to determine that Holder has complied with Holder’s obligations under FATCA or to determine the amount to deduct and withholding from such payment.

(c)Continuation of Business and Maintenance of Corporate Existence and Licenses. The Issuer covenants and agrees that, from the date hereof until the Discharge of Obligations with respect to the Note, it shall preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, their existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

(d)Dividends and Other Payments in Respect of Equity Interests. The Issuer covenants and agrees that, from the date hereof until the Discharge of Obligations with respect to the Note, (i) during the continuance of an Event of Default, or (ii) if any payments required to have been made pursuant to Section 3(b) have not been made, in each case it shall not (a) declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests or any warrants, rights or options to acquire such Equity Interests, now or hereafter outstanding, return any equity to its stockholders as such, make any distribution of assets, capital stock, warrants, rights, options, Obligations or securities to its equity holders as such, or (b) permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any Equity Interests of the Issuer or

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any warrants, rights or options to acquire such equity interests.  This section 9(d) shall not restrict the payment of the IPO Dividend.

Section 10.EVENTS OF DEFAULT.  The occurrence of any of the following events shall constitute an “Event of Default”.

(a)Payment under Note. The Issuer shall fail to make payment of any principal or interest or fee when due under this Note, or a default shall be made in the payment of any other portion of the Note Obligations as and when the same shall be due and payable, and such failure or default shall continue for three (3) days after notice to the Issuer from Holder (it being understood that the failure of the Issuer to make any such payment as a result of a prohibition thereon under Section 12 shall not constitute an Event of Default).

(b)Observance of Terms under Note. A default in the due observance or performance of any term, covenant, condition or agreement on the part of the Issuer to be observed or performed pursuant to the terms of this Note, if such default (other than a default with respect to the payment of any amount due to Holder) shall have occurred and continued for fifteen (15) days after notice to the Issuer from Holder.

(c)Voluntary Actions. The Issuer or any Significant Subsidiary of the Issuer shall: (i) apply for or consent to the appointment of a receiver, trustee or liquidator for itself or any of its properties or assets; (ii) admit in writing the inability to pay its debts as they mature; (iii) make a general assignment for the benefit of creditors; (iv) suffer an order for relief to be entered against it or be declared to be insolvent; or (v) file a voluntary petition in bankruptcy, or a petition seeking reorganization or take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or if action shall be taken by the Issuer or any Significant Subsidiary of the Issuer for the purpose of effecting any of the foregoing.

(d)Involuntary Actions. The expiration of sixty (60) days after the filing of any involuntary petition against the Issuer or any Significant Subsidiary of the Issuer seeking relief under the Bankruptcy Code, without the petition being dismissed prior to that time, or an order, judgment or decree shall be entered, without the application, approval or consent of the Issuer or Significant Subsidiary of the Issuer by any court of competent jurisdiction approving a petition seeking a reorganization of the Issuer or any Significant Subsidiary or of all or a substantial part of the properties or assets of the Issuer or any Significant Subsidiary of the Issuer or appointing a receiver, trustee or liquidator of the Issuer or any Significant Subsidiary of the Issuer and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days or more.

(e)Cross Acceleration. (i) The Issuer shall fail to pay any principal of, premium or interest on or any other amount payable in respect of the Senior Debt Obligations

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at the maturity thereof, and such failure shall continue after the applicable grace period, if any, specified in the Senior Debt Documents; or (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to the Senior Debt Obligations and shall continue after the applicable grace period, if any, specified in the Senior Debt Documents, if the effect of such event or condition is to accelerate the maturity of the Senior Debt Obligations or otherwise to cause the Senior Debt Obligations to mature; or the Senior Debt Obligations shall be declared to be due and payable or required to be prepaid or redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease the Senior Debt Obligations shall be required to be made, in each case under this clause (ii) prior to the stated maturity thereof, in each case other than by a regularly scheduled required prepayment, mandatory prepayment or redemption of all or any portion of the Senior Debt Obligations.

Section 11.REMEDIES.

(a)If an Event of Default specified in Section 10(c) or 10(d) of this Note occurs, then, subject to the terms and conditions set forth in Section 12, the entire balance of principal together with all accrued interest thereon, and all other Note Obligations payable by the Issuer hereunder shall become immediately due and payable, both as to principal and interest.

(b)If any Event of Default other than the Events of Default referred to in Section 10(a) of this Note occurs, then, subject to the terms and conditions set forth in Section 12, at any time thereafter during the continuance of such Event of Default, at the option of the Holder hereof, Holder may, by written notice to the Issuer, declare immediately due and payable the entire balance of principal together with all accrued interest thereon, and all other Note Obligations payable by the Issuer under the Note.

Section 12.SUBORDINATION.

(a)Restriction on Payments.  Prior to the Final Discharge Date, the Issuer shall not, and the Issuer shall procure that none of its Subsidiaries will, make any payment of any Note Obligation hereunder at any time unless the making or receipt of that payment is permitted under Section 12(b).

(b)Permitted Payments.

(i)Subject to Section 12(b)(ii) and to the extent permitted by all applicable Senior Debt Documents, the Issuer may make payments in respect of the Note Obligations (whether principal, interest or otherwise) from time to time when due, and Holder may accept or agree to accept such payments at any time.

(ii)Notwithstanding the foregoing, no payment in respect of the Note Obligations described in Section 12(b)(i) above may be made if (i) such payment would result in a breach of any Senior Debt Document or (ii) an

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event of default under any Senior Debt Document has occurred and is continuing (for the avoidance of doubt, after the expiration of all applicable cure or grace periods), unless, solely in the case of clause (ii) above, (x) the prior consent of each applicable Senior Agent is obtained or (y) such payment occurs in connection with the payment of any Senior Debt Obligations on the Final Discharge Date.

(c)Payment Obligations Continue.  The Issuer shall not be released from the liability to make any payment (including of Default Interest, which shall continue to accrue) in relation to any Note Obligations by the operation of Section 12(a) and Section 12(b) even if the Issuer’s obligation to make that payment is restricted at any time by the terms of either of those Sections (it being understood that the failure of the Issuer to make any such payment as a result of a prohibition thereon under Section 12 shall not constitute an Event of Default).

(d)Restriction on Enforcement.  Holder hereby agrees that until the Final DischargeDate:

(i)It shall not, without the prior written consent of the Senior Agents, commence, or join or participate in, any Enforcement Action.

(ii)In the event (i) any event of default under any Senior Debt Document then exists or would result from such payment on the Note Obligations, or (ii) Holder receives any payment or prepayment of principal, interest or any other amount, in whole or in part, of (or with respect to) the Note Obligations in violation of the terms of the Senior Debt Documents, then, and in any such event, any payment or distribution of any kind or character, whether in cash, property or securities, which shall be payable or deliverable with respect to any or all of the Note Obligations or which has been received by Holder shall be held in trust by Holder for the benefit of the Senior Debt Parties and shall forthwith be paid or delivered directly to the applicable Senior Agents for application to the payment of the Senior Debt Obligations (after giving effect to the relative payment priorities of such Senior Debt Obligations), to the extent necessary to make payment in full in cash of all sums due under the Senior Debt Obligations remaining unpaid and not cash collateralized after giving effect to any concurrent payment or distribution to the Senior Agents or the Senior Debt Parties. In any such event, the Senior Agents may, but shall not be obligated to, demand, claim and collect any such payment or distribution that would, but for these subordination provisions, be payable or deliverable with respect to the Note Obligations. Notwithstanding the foregoing, if one or more events of default shall exist under the Senior Debt Documents, the Senior Agents may agree in writing that payments may be made with respect to the Note Obligations which would otherwise be prohibited pursuant to this Agreement.

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(iii)If Holder shall acquire by grant, indemnification, subrogation or otherwise, any lien or other interest in any of the assets or properties of the Issuer or any subsidiary thereof, such lien or other interest shall be subordinate in right of payment to the Senior Debt Obligations and any liens in respect of the Senior Debt Obligations as provided herein, and Holder hereby waives any and all rights it may acquire by subrogation or otherwise to any lien in respect of the Senior Debt Obligations or any portion thereof until such time as the Final Discharge Date shall have occurred.  In the event that a lien described in this subsection (iii) exists, until the Final Discharge Date, the Senior Agents are granted a power of attorney to execute any and all documentation necessary to release such lien and any filings perfecting such lien.

(iv)If, at any time, all or part of any payment with respect to Senior Debt Obligations theretofore made (whether by the Issuer, any affiliate or subsidiary thereof or any other person or enforcement of any right of setoff or otherwise) is rescinded or must otherwise be returned by the holders of Senior Debt Obligations for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Issuer or such other persons), the subordination provisions set forth herein shall continue to be effective or be reinstated, as the case may be, all as though such payment had not been made.

(v)Holder waives any marshalling rights with respect to the Senior Debt Parties in any Insolvency or Liquidation Proceeding.

(e)Guarantees and Security.  Any payments made to, or received by, Holder in respect of any guaranty or security in support of the Note Obligations shall be subject to the terms of this Agreement and applied on the same basis as payments made directly by the obligor under the Note Obligations. To the extent that the Issuer or any of its subsidiaries provides a guaranty or any security in support of any Note Obligations, Holder will cause each such person to become a party hereto (if such person is not already a party hereto) promptly after the date of the execution and delivery of the respective guarantee or security documentation, provided that any failure to comply with the foregoing requirements of this Section 12(e) will have no effect whatsoever on the subordination provisions contained herein (which shall apply to all payments received with respect to any guarantee or security for any Note Obligations, whether or not the person furnishing such guarantee or security is a party hereto).

(f)Prohibited Payments.  Holder hereby acknowledges and agrees that no payments will be accepted by it in respect of the Note Obligations (unless promptly turned over to the Senior Agents as contemplated by Section 12(d) above), to the extent such payments would be prohibited under any Senior Debt Obligations (or the Senior Debt Documents).

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(g)Subordination.

(i)Anything to the contrary notwithstanding, all Note Obligations shall be subordinate and junior in right of payment, to the extent and in the manner herein set forth, to the prior payment in full, in cash, and performance of all Senior Debt Obligations. The foregoing shall apply notwithstanding the availability of collateral to the Senior Debt Parties or the holders of Note  Obligations or the actual date and time of execution, delivery, recordation, filing or perfection of any liens granted with respect to the Senior Debt Obligations, or the lien or priority of payment thereof, and in any instance wherein the Senior Debt Obligations or any claim for the Senior Debt Obligations is subordinated, avoided or disallowed, in whole or in part, under any debtor relief law. In the event of an Insolvency or Liquidation Proceeding with respect to the Issuer, (i) the lenders or holders of any Senior Debt Obligations shall be entitled to the Discharge of Obligations with respect to the Senior Debt Obligations before Holder is entitled to receive any payment on account of any Note Obligations, (ii) the lenders or holders of any Senior Debt Obligations shall be entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities or by set-off or otherwise, which may be payable or deliverable in any Insolvency or Liquidation Proceeding in respect of any Note Obligations, (iii) until the Final Discharge Date, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to which Holder would be entitled, except for payments permitted under Section 12(b), shall be paid or delivered by Holder directly to the Senior Agents for application in accordance with the Senior Debt Documents, (iv) Holder shall execute, verify, deliver and file any proofs of claim in respect of the Note Obligations requested by any Senior Agent in connection with any such Insolvency or Liquidation Proceeding and hereby irrevocably authorizes, empowers and appoints each Senior Agent as its agent and attorney-in-fact (and to the extent required by applicable law, grant a power of attorney to the Senior Agents on such terms as the Senior Agents may reasonably require) to execute, verify, deliver and file such proofs of claim upon the failure of Holder to do so prior to 15 days before the expiration of the time to file any such proof of claim; provided that (x) no Senior Agent shall have an obligation to execute, verify, deliver, file and vote any such proof of claim and (y) if a Senior Agent is not entitled to execute, verify, deliver, file or vote any such proof of claim and a Senior Agent requests Holder or Issuer to take that action, Holder or Issuer shall take that action itself in accordance with the instructions of such Senior Agent.  In the event that a Senior Agent votes any claim in accordance with the authority granted hereby, Holder shall not be entitled to change or withdraw such vote.

(ii)In any Insolvency or Liquidation Proceeding relating to the Issuer, Holder agrees that the lenders or holders of Senior Debt Obligations shall be entitled to the Discharge of Obligations with respect to the Senior Debt Obligations (including interest accrued on or accruing after the commencement of any Insolvency or Liquidation Proceeding, regardless

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of whether allowed or allowable in such proceeding and any premium stated to be payable) before Holder receives payment of any amount in respect of the Note Obligations.  No right of the Senior Agents to enforce the subordination of the Issuer’s obligations hereunder may be impaired by any act or failure to act by the Issuer or Holder or by the failure of the Issuer or the Holder to comply with the terms of this Note.  No failure or delay on the part of any party hereto or any holder of Senior Debt Obligations in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder.  If the Issuer or Holder violates any of the terms of this Section 12, in addition to any remedies in law, equity or otherwise, each Senior Agent may restrain such violation in any court of law and may interpose this Note as a defense in any action by Holder.  Holder hereto acknowledges that to the extent that no adequate remedy at law exists for breach of its obligations under this Note, in the event Holder fails to comply with its obligations hereunder, the Senior Agents shall have the right to obtain specific performance of the obligations of Holder, injunctive relief or such other equitable relief as may be available. Holder hereby acknowledges that the Senior Agents and the holders of the Senior Debt Obligations are intended third party beneficiaries of this Section 12 and shall be entitled to enforce the same against Holder, the Issuer or any guarantor of the Note Obligations.

(iii)If payment hereunder is accelerated because of an Event of Default, Holder will promptly notify the Senior Agents of the acceleration.  The provisions of this Section 12, the interest rate for the Note Obligations and the repayment terms of this Note may not be amended or modified without the written consent of the Senior Agents; provided that without such consent of the Senior Agents, the interest rate may be reduced and the payment terms of the Note Obligations may be modified to reduce or extend any amortization or otherwise relax the terms, conditions and covenants set forth in the Note.  Until the Final Discharge Date, without the written consent of the Senior Agents, the Note may not be modified to add any covenants or obligations or to amend the covenants and obligations of the Issuer in a manner which is more restrictive to the Issuer than as set forth in the Note as of the date hereof.

Section 13.WAIVER.

The Issuer, endorsers, guarantors and sureties of this Note hereby waive diligence, demand for payment, presentment for payment, protest, notice of nonpayment, notice of protest, notice of intent to accelerate, notice of acceleration, notice of dishonor, and notice of nonpayment, and all other notices or demands of any kind (except notices specifically provided for herein) and expressly agree that, without in any way affecting the liability of the Issuer, endorsers, guarantors or sureties, the Holder hereof may extend

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any maturity date or the time for payment of any installment due hereunder, otherwise modify this Note, accept additional security, release any Person liable, and release any security or guaranty. The Issuer, endorsers, guarantors and sureties waive, to the full extent permitted by law, the right to plead any and all statutes of limitations as a defense.

Section 14.RESERVED.

Section 15.ATTORNEYS’ FEES.

If this Note is not paid when due or if any Event of Default occurs, the Issuer promises to pay all costs of enforcement and collection and preparation therefor, including but not limited to, reasonable attorneys’ fees, whether or not any action or proceeding is brought to enforce the provisions hereof (including without limitation, all such costs incurred in connection with any bankruptcy, receivership or other court proceedings, whether at the trial or appellate level).

Section 16.SEVERABILITY.

If any provision of this Note is unenforceable, the enforceability of the other provisions shall not be affected and they shall remain in full force and effect.

Section 17.NUMBER AND GENDER.

In this Note the singular shall include the plural and the masculine shall include the feminine and neuter gender, and vice versa.

Section 18.HEADINGS.

Headings at the beginning of each numbered section of this Note are intended solely for convenience and are not part of this Note.

Section 19.NOTICES.

(a)Any notice or other communication required or permitted to be given or made under this Note (i) shall be in writing, (ii) shall refer specifically to this Note, (iii) may be delivered by (A) hand delivery, (B) First Class U.S. Mail (regular, certified, registered or expedited delivery), (C) Federal Express or UPS Overnight, or other nationally recognized delivery service, (D) fax, or (E) e-mail or other electronic transmission, and (iv) shall be delivered or transmitted to the appropriate address as set forth in clause (b) below.

(b)Each notice or other communication shall be delivered or addressed to a party at its address set forth below. A party’s address for notice may be changed from time-to-time only by notice given to the other party.

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If to Holder:

ORIX USA Corporation

1717 Main Street, Suite 900

Dallas, Texas 75201

Attention: Treasury

Fax Number: Fax (214) 237-2018

Email Address: treasury@orix.com

If to the Issuer:

Houlihan Lokey, Inc.

10250 Constellation Blvd., 5th Floor

Los Angeles, CA 90067

Attention: Senior Vice President, Finance

Email Address: etaniguchi@HL.com

Section 20.APPLICABLE LAW.

This Note and the transactions contemplated thereby are being executed and delivered and are intended to be performed in the State of New York, and shall be construed in accordance with and governed by the local laws of the State of New York, and enforceable in the federal and state courts in the State of New York.  EACH PARTY HERETO WAIVES TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE OR ANY OF THE OTHER INSTRUMENTS OR DOCUMENTS EXECUTED IN CONNECTION HEREWITH, AND SHALL NOT SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Section 21.NON WAIVER.

Neither any failure nor any delay on the part of Holder in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any other right, power or privilege, nor shall any course of dealing between the Issuer and Holder operate as a waiver of any right or rights of Holder.

Section 22.MODIFICATION, AMENDMENT, ETC.

No modification, amendment or waiver of any provision of this Note, nor consent to any departure by the Issuer, shall in any event be effective unless the same shall be in writing and signed by Holder and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice or demand on the Issuer in any case shall entitle the Issuer to any other or further notice or demand in the same, similar or other circumstance.

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Section 23.COUNTERPARTS.

This Note may be executed in two or more counterparts, each of which shall constitute but one agreement. This Note shall be effective when counterparts which, when taken together, bear the signature (including execution by facsimile) of all parties hereto, shall have been delivered to and received by Holder and the Issuer.

Section 24.INTEGRATION.

This Note contains the complete understanding and agreement of the Holder hereof and the Issuer and supersedes all prior representations, warranties, agreements, arrangements, understandings and negotiations.

Section 25.BINDING EFFECT; ASSIGNMENTS.

This Note will be binding upon, and inure the benefit of, the Holder hereof, the Issuer, and their respective successors and assigns. The Issuer may not delegate its obligations under this Note.  Holder may not assign or otherwise transfer any of its rights or obligations hereunder without the written consent of the Issuer.  The Issuer hereby consents to the transfer of this Note, first to Fram and then to ORIX USA and/or its Affiliates, in each case in order to effect the IPO Dividend.

Section 26.SURVIVAL.

The representations, warranties and covenants of the Issuer in this Note shall survive the execution and delivery of this Note.

Section 27.RIGHT TO DEFEND.

Holder shall have the right, at the sole cost and expense of the Issuer, to appear in or defend any action or proceeding in which named or joined or otherwise purporting to affect the rights or duties of the parties hereunder and in connection therewith recover from the Issuer all necessary costs and expenses (including reasonable attorneys’ fees), with counsel reasonably satisfactory to Holder.

Section 28.INDEMNIFICATION.

The Issuer hereby protects, indemnifies, defends and holds harmless Holder from and against any and all liability, expense or damage of any kind or nature from any suits, claims or demands, including reasonable attorneys’ fees and expenses, on account of any matter or thing, whether in suit or not, arising out of this Note and the transactions contemplated hereby, other than taxes (which shall be governed exclusively by Section 9(b) hereof). The parties hereto recognize that no indemnity is intended to indemnify a Person’s gross negligence, unexcused failure to perform or unlawful acts.

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Section 29.INTEREST RATE LIMITATION.

The Issuer hereby agrees to pay an effective rate of interest that is the sum of the interest rate provided for herein, together with any additional rate of interest resulting from any other charges of interest or in the nature of interest paid or to be paid in connection with the Note, including, without limitation, any fees to be paid by the Issuer pursuant to the provisions of the Note. Holder and the Issuer agree that none of the terms and provisions contained herein shall be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by the laws of the State of New York. In such event, if Holder shall collect monies which are deemed to constitute interest which would otherwise increase the effective interest rate of this Note to a rate in excess of the maximum rate permitted to be charged by the laws of the State of New York, all such sums deemed to constitute interest in excess of such maximum rate shall, at the option of the Holder, be credited to the payment of other amounts payable under the Note or returned to the Issuer. All agreements between the Issuer and Holder, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any indebtedness governed hereby or otherwise, shall the interest contracted for, charged or received by Holder exceed the maximum amount permitted under law. If, from any circumstances whatsoever, interest would otherwise be payable to Holder in excess of the maximum lawful amount, the interest payable to Holder shall be reduced to the maximum amount permitted under applicable law; and, if from any circumstance Holder shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal of the Note and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of the Loan such excess shall be refunded to the Issuer. All interest paid or agreed to be paid to Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full period until payment in full of the principal of the Note (including the period of any renewal or extension thereof) so that interest thereon for such full period shall not exceed the maximum amount permitted by applicable law.

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Holder:
HLHZ HOLDING COMPANY, LLC, a Delaware limited liability company
By:	FRAM HOLDINGS, Inc.,
	its sole member
By:	/s/ Paul E. Wilson
	Name:	Paul E. Wilson
	Title:	Chief Financial Officer

ISSUER:
HOULIHAN LOKEY, INC., a Delaware corporation
By:	s/ J. Lindsey Alley
	Name:	J. Lindsey Alley
	Title:	Chief Financial Officer

ANNEX A

GLOSSARY OF DEFINED TERMS

In addition to the other terms defined elsewhere in this Agreement, for the purposes of same, the following words and terms shall have the meaning set forth below (such meanings being equally applicable to both the singular and plural form of the terms defined):

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person.  For purposes of this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting interests, by contract or otherwise.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and any similar federal, state or foreign law for the relief of debtors affecting the rights of creditors generally.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including, without limitation, common stock, preferred stock, partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Covered Taxes” means any tax of any kind, but excluding (a) franchise taxes, branch profits and taxes imposed on or measured by the net income or receipts of Holder under the law of any jurisdiction, (b) any such withholding tax that is in effect and would apply to a payment to Holder at the time Holder becomes a party to this Agreement, (c) taxes attributable to Holder’s failure to comply with Section 9(b)(ii) or Section 9(b)(iii) and (d) any withholding taxes imposed under FATCA.

“Default” means any of the events or circumstances specified in Section 10 hereof, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Default Interest Rate” is defined in Section 3(c).

A-1

“Discharge of Obligations” means, with respect to any Obligations (other than contingent or indemnification obligations not yet due and payable and for which no claim has been made or asserted), (a) the full cash payment thereof, including any interest, fees, premium and other charges accruing during an insolvency proceeding (whether or not allowed in the proceeding) and (b) the termination or expiration of all commitments, in each case, in accordance with the applicable debt documents.

“Enforcement Action” means in relation to the Note Obligations:

(a)the acceleration of any Note Obligations or the making of any declaration that any Note Obligations are prematurely due and payable;

(b)the making of any declaration that any Note Obligations are payable on demand;

(c)the making of a demand in relation to a Note Obligation that is payable on demand (other than a demand made by Holder in relation to any Note Obligations which are on-demand Note Obligations to the extent that any resulting payment would be permitted under Section 12(b));

(d)the exercise of any right to require the Issuer or any affiliate or subsidiary thereof to acquire any Note Obligations (including exercising any put or call option against any such affiliate or subsidiary for the redemption or purchase of any such Note Obligations);

(e)the exercise of any right of set-off or recoupment, bankers’ lien, account combination or payment netting against the Issuer or any affiliate or subsidiary thereof in respect of any Note Obligations other than the exercise of any such right which is otherwise expressly permitted under or not prohibited by the Senior Debt Documents to the extent that the exercise of that right gives effect to a payment permitted under Section 12(b);

(f)the suing for, commencing or joining of any legal or arbitration proceedings against the Issuer or any affiliate or subsidiary thereof to recover any Note Obligations; and

(g)any foreclosure proceeding, the exercise of any power of sale, the obtaining of a receiver, the seeking of default interest, the suing on, or otherwise taking any action to enforce the obligation of the Issuer or any affiliate or subsidiary thereof to pay any amounts relating to any Note Obligations or the taking of any other enforcement action against any asset or property of the Issuer or any such affiliate or subsidiary.

“Equity Interests” means, with respect to any Person, shares in (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares in (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares in (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person

A-2

of such shares (or such other interests), and other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting.

“Event of Default” means any of the events or circumstances specified in Section 10 hereof, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Note (or any successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement between a non-U.S. jurisdiction and the United States of America with respect to the foregoing and any law, regulation or practice adopted pursuant to any such intergovernmental agreement.

“Final Discharge Date” means the date on which the Discharge of Obligations with respect to the Senior Debt Obligations shall have occurred.

“Fram” means Fram Holdings, Inc., a Delaware corporation.

“FRAM Notes” means the promissory notes issued pursuant to the Third Amended and Restated Stockholders Agreement dated as of February 17, 2009, by and among Fram, ORIX USA Corporation, and the Holders identified therein.

“HLHZ” means HLHZ Holding Company, LLC, a Delaware limited liability company.

“Holder” means HLHZ Holding Company, LLC, a Delaware limited liability company, together with its successors and assigns.

“IPO Dividend” means the dividends and distributions payable, on the date hereof, (a) by the Issuer to HLHZ, (b) by HLHZ to Fram and (c) by Fram to the holders of record of Fram’s common stock as of the “open of business” on the day prior to the day of pricing of the Issuer’s initial public offering and any dividends, distributions or other transfers of this Note that occur on the date hereof in connection therewith.

“Insolvency or Liquidation Proceeding” means (a) any voluntary or involuntary case or proceeding under any debtor relief law with respect to the Issuer or any Significant Subsidiary of the Issuer, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, administration, administrative receivership, liquidation, reorganization, dissolution or other similar case or proceeding or declaration of a moratorium in any applicable jurisdiction with respect to the Issuer or any Significant Subsidiary of the Issuer or with respect to any of its assets or (c) any liquidation, dissolution, reorganization or winding up of the Issuer or any Significant Subsidiary of the Issuer whether voluntary or involuntary and whether or not involving insolvency or bankruptcy and including the passing of a resolution or making of an order for any of the foregoing. Notwithstanding the foregoing, any liquidation, dissolution, reorganization, consolidation or other transaction that is permitted by a Senior Debt Document shall not be deemed to be an “Insolvency or Liquidation Proceeding.”

A-3

“Interest Payment Date” means each June 30, September 30, December 31, and March 31, commencing September 30, 2015, and continuing until the payment in full of all Note Obligations.

“Interest Period” means (a) initially, the period commencing on the date hereof and ending on September 30, 2015; and (b) thereafter, each period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the third calendar month thereafter; provided that, in each of the case of clauses (a) and (b), (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (iii) no Interest Period shall extend beyond the date on which the Note Obligations hereunder is repaid in full.

“Interest Rate” means a rate per annum equal to the London Interbank Offer Rate (rounded upwards, if necessary, to the nearest 1/100th) appearing on Reuters Screen LIBOR01 Page (or any successor or substitute page of such service) as the London interbank offered rate for deposits in Dollars for a three month term at approximately 11:00 a.m. on the date which is two (2) Business Days prior to the commencement of the applicable Interest Period, plus 165 basis points.

“Issuer” is defined in Section 1.

“Material Adverse Effect” means a material adverse effect on (a) the business, financial condition, operations, assets or liabilities of the Issuer and its Subsidiaries, taken as a whole; (b) the rights and remedies of the Holder under the Note or (c) the ability of the Issuer to perform its Note Obligations.

“Maturity Date” means the date that is the second anniversary of the date hereof.

“Note” is defined in Section 1.

“Note Obligations” means all Obligations of every nature of the Issuer now or hereafter existing under or arising out of or in connection with this Note, together with all extensions or renewals thereof, whether for principal, interest, any fees, any costs, expenses, damages, indemnities, taxes, payments otherwise contemplated, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Holder as a preference, fraudulent transfer, transfer at under value or otherwise (including interest that, but for the filing of a petition in bankruptcy or insolvency with respect to the Issuer, would accrue on such obligations, whether or not a claim is allowed against the Issuer for such amounts in the related bankruptcy or insolvency proceeding).

A-4

“Obligation” means, with respect to any Person, any payment, performance or other obligation of such Person of any kind, including any liability of such Person on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding under Bankruptcy Law.

“Payment Date” means each June 30, September 30, December 31, and March 31, commencing June 30, 2016, and continuing until the payment in full of all Note Obligations.

“Person” means an individual, a partnership, a company, a limited liability company, a corporation, a business trust, a joint stock company, a trust, an unincorporated association, a joint venture, a governmental authority or any other entity.

“Principal Amount” is defined in Section 1.

“Senior Agent” means the administrative agent, trustee or collateral agent appointed under any Senior Debt Document and shall specifically include Bank of America, N.A. in its capacity as the Lender under the Senior Credit Agreement.

“Senior Credit Agreement” means the $75,000,000 senior credit facility to be entered into in connection with the Issuer’s public offering, by and among Houlihan Lokey, Inc., as borrower, and Bank of America, N.A., as the lender thereunder, as it may be amended, amended and restated, replaced or refinanced from time to time.

“Senior Debt Documents” shall mean any documents governing the terms of Senior Debt Obligations.

“Senior Debt Obligations” means the Issuer’s Obligations under the Senior Credit Agreement and any other indenture, agreement or instrument evidencing indebtedness for borrowed money, unless the indenture, agreement or instrument under which such indebtedness is incurred provides that it is (a) on parity with or subordinated in right of payment to this Note, or (b) subordinated in right of payment to the obligations under the Senior Credit Agreement, provided that in no case shall the FRAM Notes constitute Senior Debt Obligations.

“Senior Debt Parties” means each Person party to the Senior Debt Documents as a lender, and shall include, without limitation, the lender parties to the Senior Credit Agreement.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as it may be amended from time to time.

“Subsidiary” means, with respect to any specified Person: (a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or

A-5

one or more of the other Subsidiaries of that Person (or a combination thereof); or (b) any partnership (i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

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EX-10.6

Exhibit 10.6

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 Lender

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS		5
1.01	Defined Terms	5
1.02	Other Interpretive Provisions	32
1.03	Accounting Terms	32
1.04	Rounding	33
1.05	Times of Day	33
1.06	Letter of Credit Amounts	34
1.07	UCC Terms	34
ARTICLE II COMMITMENTS AND CREDIT EXTENSIONS		34
2.01	Revolving Loans	34
2.02	Borrowings, Conversions and Continuations of Loans	34
2.03	Letters of Credit	35
2.04	Reserved	40
2.05	Prepayments	40
2.06	Termination or Reduction of Commitments	40
2.07	Repayment of Loans	41
2.08	Interest and Default Rate	41
2.09	Fees	42
2.10	Computation of Interest and Fees	42
2.11	Payments Generally	42
2.12	Cash Collateral	42
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY		43
3.01	Taxes	43
3.02	Illegality	46
3.03	Inability to Determine Rates	47
3.04	Increased Costs; Reserves on Eurodollar Rate Loans	47
3.05	Compensation for Losses	49
3.06	Survival	49
ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS		49
4.01	Conditions of Initial Credit Extension	49
4.02	Conditions to all Credit Extensions	52
ARTICLE V REPRESENTATIONS AND WARRANTIES		52
5.01	Existence, Qualification and Power	52
5.02	Authorization; No Contravention	52
5.03	Governmental Authorization; Other Consents	53
5.04	Binding Effect	53
5.05	Financial Statements; No Material Adverse Effect	53
5.06	Litigation	54
5.07	No Default	54
5.08	Ownership of Property	54
5.09	Environmental Compliance	54
5.10	Insurance	55
5.11	Taxes	55

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5.12	ERISA Compliance	55
5.13	Margin Regulations; Investment Company Act; Broker-Dealer Subsidiaries	56
5.14	Disclosure	57
5.15	Compliance with Laws	57
5.16	Solvency	57
5.17	Sanctions Concerns; Anti-Corruption Laws; PATRIOT Act	58
5.18	Subsidiaries; Equity Interests; Loan Parties	58
5.19	Collateral Representations	58
5.20	Designation as Senior Indebtedness	59
5.21	Labor Matters	59
ARTICLE VI AFFIRMATIVE COVENANTS		59
6.01	Financial Statements	59
6.02	Certificates; Other Information	60
6.03	Notices	62
6.04	Payment of Obligations	62
6.05	Preservation of Existence, Etc.	62
6.06	Maintenance of Properties	63
6.07	Maintenance of Insurance	63
6.08	Compliance with Laws	63
6.09	Books and Records	63
6.10	Inspection Rights	64
6.11	Use of Proceeds	64
6.12	Material Contracts	64
6.13	Covenant to Guarantee Obligations	64
6.14	Covenant to Give Security	64
6.15	Further Assurances	65
6.16	Anti-Corruption Laws	65
6.17	Broker-Dealer Subsidiary Deposit Account	65
ARTICLE VII NEGATIVE COVENANTS		66
7.01	Liens	66
7.02	Indebtedness	68
7.03	Investments	70
7.04	Fundamental Changes	71
7.05	Dispositions	72
7.06	Restricted Payments	73
7.07	Change in Nature of Business	73
7.08	Transactions with Affiliates	73
7.09	Burdensome Agreements	74
7.10	Use of Proceeds	74
7.11	Financial Covenants	74
7.12	Amendments of Organization Documents; Fiscal Year; Legal Name, State of Organization; Form of Entity and Accounting Changes	75
7.13	Sale and Leaseback Transactions	75
7.14	Prepayments, Etc. of Indebtedness	75
7.15	Payment of Indebtedness under the Subordinated Note	75
7.16	Amendment, Etc. of Indebtedness; Amendments to UK Cash Management Documents	76
7.17	Ownership of Subsidiaries	76
7.18	Sanctions	76

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7.19	Anti-Corruption Laws	76
7.20	Broker-Dealer Subsidiaries	76
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES		77
8.01	Events of Default	77
8.02	Remedies upon Event of Default	79
8.03	Application of Funds	80
ARTICLE IX CONTINUING GUARANTY		80
9.01	Guaranty	80
9.02	Rights of Lender	80
9.03	Certain Waivers	81
9.04	Obligations Independent	81
9.05	Subrogation	81
9.06	Termination; Reinstatement	81
9.07	Stay of Acceleration	82
9.08	Condition of Borrower	82
9.09	Appointment of Borrower	82
9.10	Right of Contribution	82
9.11	Keepwell	82
ARTICLE X MISCELLANEOUS		83
10.01	Amendments, Etc.	83
10.02	Notices; Effectiveness; Electronic Communications	83
10.03	No Waiver; Cumulative Remedies; Enforcement	84
10.04	Expenses; Indemnity; Damage Waiver	84
10.05	Payments Set Aside	86
10.06	Successors and Assigns	86
10.07	Treatment of Certain Information; Confidentiality	87
10.08	Right of Setoff	87
10.09	Interest Rate Limitation	88
10.10	Counterparts; Integration; Effectiveness	88
10.11	Survival of Representations and Warranties	88
10.12	Severability	89
10.13	Governing Law; Jurisdiction; Etc.	89
10.14	Waiver of Jury Trial	90
10.15	Subordination	90
10.16	No Advisory or Fiduciary Responsibility	90
10.17	Electronic Execution	91
10.18	USA PATRIOT Act Notice	91

iii

SCHEDULES

Schedule 1.01(a)	Certain Addresses for Notices
Schedule 1.01(b)	Broker-Dealer Subsidiaries
Schedule 5.18(a)	Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments
Schedule 5.18(b)	Loan Parties
Schedule 7.01	Existing Liens
Schedule 7.02	Existing Indebtedness
Schedule 7.03	Existing Investments

EXHIBITS

Exhibit A	Form of Compliance Certificate
Exhibit B	Form of Joinder Agreement
Exhibit C	Form of Loan Notice
Exhibit D	Form of Notice of Loan Prepayment
Exhibit E	Form of Solvency Certificate
Exhibit F-1	Form of U.S. Tax Compliance Certificate
Exhibit F-2	Form of U.S. Tax Compliance Certificate
Exhibit F-3	Form of U.S. Tax Compliance Certificate
Exhibit F-4	Form of U.S. Tax Compliance Certificate

iv

CREDIT AGREEMENT

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.

WHEREAS, the Borrower has requested that the Lender make loans and other financial accommodations in an aggregate principal amount of up to $75,000,000; and

WHEREAS, the Lender has agreed to make such loans and other financial accommodations on the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition” means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the Voting Stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest, or (b) assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” means this Credit Agreement.

“Applicable Rate” means, (a) with respect to Eurodollar Rate Loans, 1.00%, (b) with respect to Base Rate Loans, 0.00%, (c) with respect to Letters of Credit, 1.00%, and (d) with respect to the Commitment Fee, 0.30%.

“Attributable Indebtedness” means, on any date, without duplication, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation of any Person, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease, (c) in respect of any Securitization Transaction of any Person, the outstanding principal amount of such financing, after taking into account reserve accounts and making

5

appropriate adjustments, determined by the Lender in its reasonable judgment, and (d) in respect of any Sale and Leaseback Transaction of any Person, the present value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease.

“Audited Financial Statements” means the audited Consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended March 31, 2015, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.

“Autoborrow Agreement” has the meaning specified in Section 2.02(e).

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.03.

“Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Revolving Commitments pursuant to Section 2.06, and (c) the date of termination of the Commitment of the Lender to make Revolving Loans and L/C Credit Extensions pursuant to Section 8.02.

“Bank of America” means Bank of America, N.A. and its successors and assigns.

“Base Rate” means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus one-half of one percent (0.50%), (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus one percent (1.00%).  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Revolving Loan that bears interest based on the Base Rate.

“Board of Directors” means (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board, (b) with respect to a partnership, the board of directors of the general partner of the partnership, (c) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof, and (d) with respect to any other Person, the board or committee of such Person serving a similar function.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrowing” means a Revolving Borrowing.

“Broker-Dealer Subsidiary” means (a) each Subsidiary listed on Schedule 1.01(b), and (b) any other Subsidiary that is registered as a broker-dealer pursuant to Section 15 of the Securities Exchange Act or that is regulated as a broker-dealer or educator under any foreign securities law, or that is registered as a Futures Commission Merchant (“FCM”), Introducing Broker (“IB”) or other regulated entity pursuant to the Commodity Exchange Act or the equivalent under any foreign securities Law.

“Broker-Dealer Subsidiary Deposit Account” means that certain deposit account maintained by the Borrower with the Lender and designated as the “Houlihan Lokey Broker-Dealer Subsidiary Deposit

6

Account”, into which any Net Capital Overage is to be deposited by any Broker-Dealer Subsidiary pursuant to Section 6.17.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Lender’s Office is located or Los Angeles, California and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.

“Capital Expenditure” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations), to the extent required to be capitalized in accordance with GAAP.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

“Cash Collateralize” means, to pledge and deposit with or deliver to the Lender, as collateral for L/C Obligations or the Obligations, (a) cash or deposit account balances, (b) backstop letters of credit entered into on terms, from issuers and in amounts satisfactory to the Lender, and/or (c) if the Lender shall agree, in its sole discretion, other credit support, in each case, in Dollars and pursuant to documentation in form and substance satisfactory to the Lender. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens (other than Permitted Liens):

(a)readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than one (1) year from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;

(b)time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i)(A) is the Lender or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $500,000,000, in each case with maturities of not more than one (1) year from the date of acquisition thereof;

(c)commercial paper issued by any Person organized under the laws of any state of the United States and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than two hundred seventy (270) days from the date of acquisition thereof;

(d)repurchase obligations with a term of not more than thirty (30) days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (b) above, which repurchase obligations are secured by a valid security interest in the underlying securities;

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(e)Investments, classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited such that at least ninety-five percent (95%) of such Investments are of the character, quality and maturity described in clauses (a), (b), (c) and (d) of this definition; and

(f)Other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing.

“Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

“CFC” means a Person that is a controlled foreign corporation within the meaning of Section 957 of the Code.

“CFC Holdco” means any direct or indirect Domestic Subsidiary of the Borrower all or substantially all of the assets of which consist of, directly or indirectly, Equity Interests or debt obligations of one or more CFCs.

“CFTC” means the Commodities Futures Trading Commission or any other regulatory body that succeeds to the functions of the Commodities Futures Trading Commission.

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means an event or series of events by which:

(a)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) (other than the Permitted Holders) is or becomes the “beneficial owner” (as defined for purposes of this clause (a) in Rules 13d-3 and 13d-5 under the Securities Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of Equity Interests representing thirty-five percent (35%) or more of the aggregate ordinary voting power for the Board of Directors of the Borrower represented by the issued and

8

outstanding Equity Interests of the Borrower on a fully-diluted basis (and taking into account all such voting power represented by securities that such “person” or “group” has the right to acquire pursuant to any option right) and the percentage of aggregate ordinary voting power for the Board of Directors of the Borrower so held is greater than the percentage of the aggregate ordinary voting power for the Board of Directors of the Borrower represented by the Equity Interests of the Borrower “beneficially owned” by the Permitted Holders on a fully-diluted basis (and taking into account all such voting power represented by securities that the Permitted Holders have right to acquire pursuant to any option right); or

(b)during any period of twenty-four (24) consecutive months, a majority of the members of the Board of Directors of the Borrower cease to be composed of individuals (i) who were members of that Board of Directors on the first day of such period, (ii) whose election or nomination to that Board of Directors was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that Board of Directors or (iii) whose election or nomination to that Board of Directors was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that Board of Directors; or

(c)at any time, a “change of control” (or any similar event, however designated) occurs under the Subordinated Note, the FRAM Notes or any other Indebtedness with an aggregate principal amount in excess of the Threshold Amount.

“Closing Date” means the date hereof.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means a collective reference to all personal property with respect to which Liens in favor of the Lender, for the benefit of the Secured Parties, are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents.  Notwithstanding anything in the Loan Documents to the contrary, the term “Collateral” shall not include any Excluded Property.

“Collateral Documents” means, collectively, the Pledge Agreement, each Joinder Agreement, each of the security agreements, pledge agreements or other similar agreements delivered to the Lender pursuant to Section 6.14, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Lender for the benefit of the Secured Parties.

“Commitment” means the Revolving Commitment.

“Commitment Fee” has the meaning specified in Section 2.09(a).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate substantially in the form of Exhibit A.

“Consolidated” means, when used with reference to financial statements or financial statement items of the Borrower and its Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.

“Consolidated Capital Expenditures” means, for any period, for the Borrower and its Subsidiaries on a Consolidated basis, all Capital Expenditures during such period, other than Capital

9

Expenditures that are funded with the proceeds of non-revolving Indebtedness or the issuance of Equity Interests (other than Disqualified Capital Stock).

“Consolidated Cash Taxes” means, for any period, for the Borrower and its Subsidiaries on a Consolidated basis, the aggregate of all federal, state, and local and foreign income taxes, as determined in accordance with GAAP, to the extent the same are paid in cash during such period.

“Consolidated EBITDA” means, for any period, for the Borrower and its Subsidiaries on a Consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following, without duplication, to the extent deducted in calculating such Consolidated Net Income (or, in the case of amounts pursuant to clause (a)(ix) below, not already included in Consolidated Net Income): (i) Consolidated Interest Charges for such period, (ii) the provision for federal, state, local and foreign income taxes payable for such period, (iii) depreciation and amortization expense for such period, (iv) fees and expenses for such period incurred in connection with the negotiation, execution and delivery of the Loan Documents and any amendments, modifications or refinancings thereof in an aggregate amount not to exceed $1,000,000, (v) fees and expenses for such period in connection with the IPO or any issuance of Equity Interests of the Borrower in connection therewith in an aggregate amount not to exceed $11,000,000, (vi) all unusual or non-recurring losses or expenses during such period; provided, that, the aggregate amount added back pursuant to this clause (a)(vi) for any period shall not exceed five percent (5%) of Consolidated EBITDA prior to giving effect to any such add-backs for such period, (vii) all non-cash expenses, losses or charges for such period (including, without limitation, any non-cash stock based compensation expense for such period) which do not represent an accrual or reserve for potential cash payment in such period or any future period, (viii) fees and expenses for such period in connection with any issuance of Qualified Capital Stock of the Borrower, any issuance of Indebtedness permitted pursuant to Section 7.02, and any Investment permitted pursuant to Section 7.03 (including, for the avoidance of doubt, any Permitted Acquisition), in each case, whether or not consummated, in an aggregate amount not to exceed $10,000,000 and (ix) cost savings for such period projected by the Borrower in good faith to be realized as a result of actions which have been taken or which are committed to be taken in connection with Acquisitions after the Closing Date, net of the amount of actual benefits realized during such period from such actions; provided, that, (A) in the Compliance Certificate required to be delivered pursuant to Section 6.02, the Borrower shall certify that such cost savings (x) are reasonably anticipated to be realized within twelve (12) months after the consummation of the applicable Acquisition and (y) are factually supportable as determined in good faith by the Borrower, (B) no cost savings shall be added pursuant to this clause (a)(ix) to the extent duplicative of any amounts otherwise added to, or included in, Consolidated Net Income, whether through a pro forma adjustment or otherwise, for such period, (C) projected amounts (that are not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (a)(ix) to the extent occurring more than four (4) full fiscal quarters after the specified action taken in order to realize such projected cost savings and (D) the aggregate amount added back pursuant to this clause (a)(ix) for any period shall not exceed the sum of (x) three percent (3%) of Consolidated EBITDA prior to giving effect to any such add-backs for such period plus (y) any additional cost savings (meeting the requirements set forth in sub-clauses (A) through (C) of this clause (a)(ix)) approved by the Lender in its sole discretion for adding back pursuant to this clause (a)(ix); minus (b) the following, without duplication, to the extent included in calculating such Consolidated Net Income: (i) all non-cash income or gains for such period, (ii) all unusual or non-recurring gains for such period, and (iii) federal, state, local and foreign income tax credits during such period.  Notwithstanding the foregoing, subject to Section 1.03(d), “Consolidated EBITDA” for (w) the fiscal quarter ended September 30, 2014 shall be equal to $36,500,000, (x) the fiscal quarter ended December 31, 2014 shall be equal to $46,600,000, (y) the fiscal quarter ended March 31, 2015 shall be equal to $50,100,000 and (z) the fiscal quarter ended June 30, 2015 shall be equal to $40,300,000.

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“Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) (i) Consolidated EBITDA for the Measurement Period most recently ended, minus (ii) Consolidated Cash Taxes for such period, minus (iii) Consolidated Capital Expenditures for such period, minus (iv) all prepayments of the Subordinated Note made in cash for such period, minus (v) all prepayments of the FRAM Notes made in cash for such period to (b) the sum of (i) Consolidated Interest Charges paid in cash for the Measurement Period most recently ended, plus (ii) Consolidated Scheduled Funded Debt Payments for such period, plus (iii) all Restricted Payments made in cash for such period (other than Restricted Payments made to any Loan Party or any Subsidiary); provided that for purposes of calculating the Consolidated Fixed Charge Coverage Ratio:

(A)the portion of Consolidated Scheduled Funded Debt Payments relating to (1) the FRAM Notes for the period ended September 30, 2015, and (2) the Subordinated Note for the period ended June 30, 2016 shall, in each case, be the actual quarterly amortization payment made on the FRAM Notes and the Subordinated Note for the period of one fiscal quarter then ended multiplied by four (4);

(B)the portion of Consolidated Scheduled Funded Debt Payments relating to (1) the FRAM Notes for the period ended December 31, 2015, and (2) the Subordinated Note for the period ended September 30, 2016 shall, in each case, be the actual quarterly amortization payments made on the FRAM Notes and the Subordinated Note for the period of two fiscal quarters then ended multiplied by two (2);

(C)the portion of Consolidated Scheduled Funded Debt Payments relating to (1) the FRAM Notes for the period ended March 31, 2016, and (2) the Subordinated Note for the period ended December 31, 2016 shall, in each case, be the actual quarterly amortization payments made on the FRAM Notes and the Subordinated Note for the period of three fiscal quarters then ended multiplied by four-thirds (4/3);

(D)the portion of Consolidated Interest Charges relating to the Subordinated Note and the FRAM Notes for the period ended September 30, 2015 shall be the actual interest payments made on the Subordinated Note and the FRAM Notes for the period of one fiscal quarter then ended multiplied by four (4);

(E)the portion of Consolidated Interest Charges relating to the Subordinated Note and the FRAM Notes for the period ended December 31, 2015 shall be the actual interest payments made on the Subordinated Note and the FRAM Notes for the period of two fiscal quarters then ended multiplied by two (2); and

(F)the portion of Consolidated Interest Charges relating to the Subordinated Note and the FRAM Notes for the period ended March 31, 2016 shall be the actual interest payments made on the Subordinated Note and the FRAM Notes for the period of three fiscal quarters then ended multiplied by four-thirds (4/3).

“Consolidated Funded Indebtedness” means Funded Indebtedness of the Borrower and its Subsidiaries on a Consolidated basis determined in accordance with GAAP.

“Consolidated Interest Charges” means, for any Measurement Period, for the Borrower and its Subsidiaries on a Consolidated basis, the sum of, without duplication, (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) all interest paid or payable with respect to discontinued

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operations and (c) the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Measurement Period.

“Consolidated Net Income” means, at any date of determination, the net income (or loss) of the Borrower and its Subsidiaries on a Consolidated basis for the most recently completed Measurement Period; provided that Consolidated Net Income shall exclude (a) extraordinary gains and extraordinary losses for such Measurement Period, (b) the net income of any Subsidiary during such Measurement Period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Subsidiary during such Measurement Period, except that the Borrower’s equity in any net loss of any such Subsidiary for such Measurement Period shall be included in determining Consolidated Net Income, and (c) any income (or loss) for such Measurement Period of any Person if such Person is not a Subsidiary, except that the Borrower’s equity in the net income of any such Person for such Measurement Period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such Measurement Period to the Borrower or a Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from further distributing such amount to the Borrower as described in clause (b) of this proviso).

“Consolidated Scheduled Funded Debt Payments” means for any period for the Borrower and its Subsidiaries on a Consolidated basis, the sum of all scheduled payments of principal on Consolidated Funded Indebtedness.  For purposes of this definition, “scheduled payments of principal” (a) shall be determined without giving effect to any reduction of such scheduled payments resulting from the application of any voluntary prepayments made during the applicable period, (b) shall be deemed to include the Attributable Indebtedness and (c) shall not include any voluntary prepayments made pursuant to Section 2.05.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.  Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote ten percent (10%) or more of the Voting Stock of such Person.

“Controlled Affiliates” means, as to any Person, any other Person that directly or indirectly is in control of, is controlled by, or is under common control with, such Person.

“Cost of Acquisition” means the purchase consideration for any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests (other than Qualified Capital Stock of the Borrower (to the extent not constituting a Change of Control)) or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, deferred purchase price,

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Earn Out Obligations and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person.  For purposes of determining the aggregate consideration paid for an Acquisition at the time of such Acquisition, the amount of any Earn Out Obligations shall be deemed to be the amount reasonably anticipated to be paid at the time of consummation of such Acquisition.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2%) in excess of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available, a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Loans that are Base Rate Loans plus two percent (2%), in each case, to the fullest extent permitted by applicable Law.

“Designated Examining Authority” means FINRA, the NFA or any other exchange that has been designated as a Broker-Dealer Subsidiary’s designated examining authority, as such term is defined in Rule 15c3-1(c)(12) promulgated under the Securities Exchange Act.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction.

“Designated Self-Regulatory Organization” has the meaning specified in Section 3(a)(26) of the Securities Exchange Act.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any property (including the Equity Interests in any Subsidiary) by any Loan Party or Subsidiary (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding any Involuntary Disposition.

“Disqualified Capital Stock” means any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, prior to the ninety-first (91st) day after the Maturity Date, (b) requires the payment of any cash dividends at any time prior to the ninety-first (91st) day after the Maturity Date, (c) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in clause (a) or (b) above, in each case at any time prior to the ninety-first (91st) day after the Maturity Date, or (d) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations; provided, that, any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the

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holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem or repurchase such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the ninety-first (91st) day after the Maturity Date shall not constitute Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not redeem or repurchase any such Equity Interests pursuant to such provisions prior to the Facility Termination Date.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“Early Warning Threshold” means, with respect to any Broker-Dealer Subsidiary, those circumstances set forth in Rule 17a-11(b) promulgated under the Securities Exchange Act pursuant to which a broker-dealer is required to give an “early warning” notice of capital-related problems to the SEC.

“Earn Out Obligations” means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments (including, without limitation, purchase price adjustments or other indemnity obligations) pursuant to the documentation relating to such Acquisition.  For purposes of determining the amount of any Earn Out Obligations to be included in the definition of Funded Indebtedness, the amount of Earn Out Obligations shall be deemed to be the aggregate liability in respect thereof, as determined in accordance with GAAP.

“Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law or any Environmental Permit, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including, but not limited to, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

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“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan, (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan if there is any potential liability therefor or notification that a Multiemployer Plan is in reorganization, (d) the filing of a notice of intent to terminate, or the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension Plan, (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (g) the determination that any Pension Plan is considered an at-risk plan or a Multiemployer Plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA, (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate or (i) a failure by the Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.

“Eurodollar Rate” means:

(a)           for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”), or a comparable or successor rate which rate is approved by the Lender, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Lender from time to time) (in such case, the “LIBOR Rate”) at or about 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

(b)           for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at or about 11:00 a.m., London time, two (2) Business Days prior to such date for Dollar deposits with a term of one (1) month commencing that day;

provided, that, (i) to the extent a comparable or successor rate is approved by the Lender in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Lender, such approved rate shall be applied in a manner as otherwise reasonably determined by the Lender and (ii) if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Eurodollar Rate Loan” means a Revolving Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate.”

“Event of Default” has the meaning specified in Section 8.01.

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“Excluded Property” means, with respect to any Loan Party, (a) the Equity Interests of any Immaterial Subsidiary, and (b) pledges of, and security interests in, any Equity Interests the pledge or grant of a security interest in which are prohibited by applicable Law; provided, that, in the event of the termination or elimination of any such prohibition contained in any applicable Law, a security interest in such Equity Interests shall be automatically and simultaneously granted under the Collateral Documents and shall be included as Collateral.

“Excluded Subsidiary” means (a) each Broker-Dealer Subsidiary, (b) each CFC Holdco, (c) each Immaterial Subsidiary, (d) each Foreign Subsidiary, (e) each direct and indirect Subsidiary of any Foreign Subsidiary and (f) each Subsidiary that is prohibited by applicable Law from providing a guaranty to secure the Secured Obligations; provided, that, in the event of the termination or elimination of any such prohibition contained in any applicable Law, such Subsidiary shall immediately comply with Section 6.13 and become a Guarantor hereunder.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 9.11 and any other “keepwell, support or other agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a Lien, becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Lender or required to be withheld or deducted from a payment to a Lender: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Lender being organized under the Laws of, or having its principal office or its applicable lending office located in the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Lender’s failure to comply with Section 3.01(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Facility Termination Date” means the date as of which all of the following shall have occurred: (a) the Commitments have terminated, (b) all Obligations have been paid in full in cash (other than contingent indemnification obligations for which no claim has been asserted), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto reasonably satisfactory to the Lender shall have been made).

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

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“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreement between a non-U.S. jurisdiction and the United States of America with respect to the foregoing.

“FCM” has the meaning specified in the definition of “Broker-Dealer Subsidiary”.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as reasonably determined by the Lender.

“Fee Letter” means the fee letter agreement, dated the Closing Date, among the Borrower and the Lender.

“FINRA” means the Financial Industry Regulatory Authority, Inc., or any other self-regulatory body which succeeds to the functions of the Financial Industry Regulatory Authority, Inc.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Form S-1” means the Form S-1 filed by the Borrower with the SEC on July 10, 2015, and amended on July 24, 2015 including all schedules and exhibits attached thereto, as the same may be further amended from time to time prior to the Closing Date.

“FRAM” means FRAM Holdings, Inc., a Delaware corporation.

“FRAM Notes” means those certain long term floating notes in an aggregate principal amount of $18.1 million representing obligations owed by the Borrower to former employees of FRAM in connection with the repurchase of Equity Interests of FRAM from the same.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Funded Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all obligations for borrowed money, whether current or long-term (including the Obligations) and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) the principal portion of all obligations under conditional sale or other title retention agreements relating to property purchased by any Person or any Subsidiary thereof (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (e) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), including, without limitation, any Earn Out

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Obligations, (f) all Attributable Indebtedness, (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Disqualified Capital Stock in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (h) all Funded Indebtedness of other Persons secured by (or for which the holder of such Funded Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (i) all Guarantees with respect to Funded Indebtedness of the types specified in clauses (a) through (h) above of another Person, and (j) all Funded Indebtedness of the types referred to in clauses (a) through (i) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, except to the extent that such Funded Indebtedness is expressly made non-recourse to such Person.  For purposes hereof, the amount of any direct obligation arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments shall be the maximum amount available to be drawn thereunder.

“Funding Indemnity Letter” means a funding indemnity letter in form and substance reasonably acceptable to the Lender.

“GAAP” means generally accepted accounting principles in the United States set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession) including, without limitation, the FASB Accounting Standards Codification, that are applicable to the circumstances as of the date of determination, consistently applied and subject to Section 1.03.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including, without limitation, any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed or expressly undertaken by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien).  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or

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determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

“Guaranteed Obligations” has the meaning specified in Section 9.01.

“Guarantors” means, collectively, (a) each Person identified as a “Guarantor” on the signature pages hereto, (b) the Subsidiaries of the Borrower as are or may from time to time become parties to this Agreement pursuant to Section 6.13, (c) with respect to Secured Obligations owing by any Loan Party arising under Secured Cash Management Agreements and Secured Hedge Agreements and any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 9.01 and 9.11) under the Guaranty, the Borrower, and (d) the successors and permitted assigns of the foregoing; provided, however, in no event shall any Excluded Subsidiary be a Guarantor.

“Guaranty” means, collectively, the Guarantee made by the Guarantors under Article IX in favor of the Secured Parties, together with each other guaranty delivered pursuant to Section 6.13.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form regulated pursuant to any Environmental Law.

“HMT” has the meaning specified in the definition of “Sanctions(s)”.

“Honor Date” has the meaning specified in Section 2.03(c).

“Houlihan Lokey UK” means Houlihan Lokey Capital (Holdings) Ltd., a UK private limited company.

“IB” has the meaning specified in the definition of “Broker-Dealer Subsidiary”.

“Immaterial Subsidiary” means, as of any date, any Subsidiary designated as such by the Borrower in writing to the Lender whose: (a)(i) total assets, as of that date, are less than the greater of (A) $2,500,000 or (B) two and one-half percent (2½%) of Consolidated assets of the Borrower and its Subsidiaries and (ii) whose total assets, as of that date and together with the total assets of all other Immaterial Subsidiaries as of such date, are less than the greater of (A) $5,000,000 or (B) five percent (5%) of Consolidated assets of the Borrower and its Subsidiaries, or (b) (i) total revenues for the most recently ended twelve (12) month period do not exceed the greater of (A) $2,500,000 or (B) two and one-half percent (2½%) of Consolidated revenues of the Borrower and its Subsidiaries, and (ii) whose total revenues for the most recently ended twelve (12) month period, together with the total revenues for the most recently ended twelve (12) month period for all other Immaterial Subsidiaries, do not exceed the greater of (A) $8,000,000 or (B) five percent (5%) of Consolidated revenues of the Borrower and its Subsidiaries; provided, that, a Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, Guarantees or otherwise provides direct credit support for any Indebtedness of any Loan Party.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all Funded Indebtedness, (b) the Swap Termination Value of any Swap Contract, (c) all Earn Out Obligations prior to such time as such Earn Out Obligations become due and payable and remain unpaid for thirty (30) days, (d) all Guarantees with respect to outstanding Indebtedness of the type specified in clauses (a), (b) and (c)

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above of any other Person, and (e) all Indebtedness of the types referred to in clauses (a) through (d) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person or a Subsidiary thereof is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to such Person or such Subsidiary.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” has the meaning specified in Section 10.04(b).

“Information” has the meaning specified in Section 10.07.

“Intercompany Debt” has the meaning specified in Section 7.02.

“Interest Payment Date” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates, and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date.

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one (1), two (2), three (3) or six (6) months thereafter (in each case, subject to availability), as selected by the Borrower in its Loan Notice or such other period that is twelve (12) months or less requested by the Borrower and consented to by the Lender; provided that:

(a)           any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b)           any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c)           no Interest Period shall extend beyond the Maturity Date.

“Interim Financial Statements” has the meaning specified in Section 4.01(d)(i).

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person (including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor guaranties Indebtedness of such other Person), or (c) an Acquisition.  For purposes of covenant compliance, the amount of any Investment shall be (i) the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, minus (ii) the amount of dividends or distributions received in connection with such Investment and any return of capital or repayment of principal received in respect of such Investment that, in each case, is received in cash or Cash Equivalents.

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“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any Subsidiary.

“IPO” means the initial public offering of the Equity Interests of the Borrower pursuant to the Form S-1.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the Lender and the Borrower (or any Subsidiary) or in favor of the Lender and relating to such Letter of Credit.

“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit B executed and delivered in accordance with the provisions of Section 6.13.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts.  For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lender” means Bank of America.

“Lender’s Office” means the Lender’s address and, as appropriate, account as set forth on Schedule 1.01(a), or such other address or account as the Lender may from time to time notify the Borrower; which office may include any Affiliate of the Lender or any domestic or foreign branch of the Lender or such Affiliate.

“Letter of Credit” means any standby letter of credit issued hereunder.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Lender.

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“Letter of Credit Expiration Date” means the day that is seven (7) days prior to the Maturity Date then in effect for the Revolving Facility (or, if such day is not a Business Day, the next succeeding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(g).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $10,000,000 and (b) the Revolving Commitment.  The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Commitment.

“LIBOR” has the meaning specified in the definition of Eurodollar Rate.

“LIBOR Rate” has the meaning specified in the definition of Eurodollar Rate.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by the Lender to the Borrower under Article II in the form of a Revolving Loan.

“Loan Documents” means, collectively, this Agreement, the Guaranty, the Collateral Documents, the Fee Letter, each Issuer Document, each Joinder Agreement, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.12 (but specifically excluding any Secured Hedge Agreement or any Secured Cash Management Agreement).

“Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit C or such other form as may be approved by the Lender (including any form on an electronic platform or electronic transmission system as shall be approved by the Lender), appropriately completed and signed by a Responsible Officer of the Borrower.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Master Agreement” has the meaning specified in the definition of “Swap Contract”.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities (actual or contingent), or condition (financial or otherwise) of the Loan Parties and their Subsidiaries, taken as a whole, (b) a material impairment of the rights and remedies of the Lender under any Loan Document, or of the ability of the Loan Parties (taken as a whole) to perform their obligations under the Loan Documents, or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

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“Material Contract” means, with respect to the Borrower and its Subsidiaries, each contract or agreement (a) which is material to the operations, business, assets, properties, or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, or (b) any other contract, agreement, permit or license, written or oral, of the Borrower and its Subsidiaries as to which the breach, nonperformance, cancellation or failure to renew by any party thereto, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

“Material Foreign Subsidiary” means any Foreign Subsidiary (other than Houlihan Lokey UK) that, as of any date of determination, either (a) has total assets as of the last day of the most recently ended Measurement Period that exceed the greater of (i) $5,000,000 and (ii) five percent (5%) of Consolidated assets of the Borrower and its Subsidiaries as of such date, or (b) generated total revenues for the most recently ended Measurement Period that exceed the greater of (i) $8,000,000 and (ii) five percent (5%) of Consolidated revenues of the Borrower and its Subsidiaries for such Measurement Period.

“Material Indebtedness” means Funded Indebtedness in an aggregate principal amount in excess of the Threshold Amount.

“Maturity Date” means August 18, 2017; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Measurement Period” means, at any date of determination, (a) for purposes of determining compliance with the financial covenants set forth in Section 7.11, on the last day of any fiscal quarter of the Borrower, the four (4) fiscal quarters of the Borrower ending on the last day of such fiscal quarter, and (b) for all other purposes, the most recently completed four (4) fiscal quarters of the Borrower for which the Borrower was required to deliver financial statements pursuant to Section 6.01(a) or (b).

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.12(a)(i) or (a)(ii), an amount equal to one hundred two percent (102%) of the Outstanding Amount of all L/C Obligations, and (b) otherwise, an amount determined by Lender.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net Capital” means “net capital” as that term is defined in the Net Capital Rule.

“Net Capital Overage” means, at any time the same is determined, the amount, if any, by which any Broker-Dealer Subsidiary’s Net Capital exceeds the sum of (a) the highest amount of Net Capital such Broker-Dealer Subsidiary is required at such time to maintain (including capital accounts necessary to maintain current reporting status) by any Governmental Authority or any self-regulatory organization, plus (b) one hundred percent (100%) of the amount set forth in clause (a), plus (c) $20,000,000.

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“Net Capital Rule” means Rule 15c3-1 promulgated under the Securities Exchange Act, including any successor rule under the Securities Exchange Act relating to net capital requirements of broker-dealers.

“NFA” means the National Futures Association or any other regulatory body that succeeds to the functions of the National Futures Association.

“Non-Extension Notice Date” has the meaning specified in Section 2.03.

“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit D or such other form as may be approved by the Lender (including any form on an electronic platform or electronic transmission system as shall be approved by the Lender), appropriately completed and signed by a Responsible Officer of the Borrower.

“Obligations” means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, or Letter of Credit and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction), (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction), and (d) with respect to all entities, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction).

“ORIX” means ORIX USA Corporation, a Delaware corporation.

“Other Connection Taxes” means, with respect to any Lender, Taxes imposed as a result of a present or former connection between such Lender and the jurisdiction imposing such Tax (other than connections arising from such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery,

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performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Outstanding Amount” means (a) with respect to Revolving Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Loans, as the case may be, occurring on such date, and (b) with respect to any L/C Obligations on any date, the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

“Participant Register” has the meaning specified in Section 10.06(c).

“Patriot Act” has the meaning specified in Section 10.18.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Act” means the Pension Protection Act of 2006.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and Multiemployer Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Permitted Acquisition” means any Acquisition by a Loan Party (the Person, assets or division, line of business or other business unit of the Person to be acquired in such Acquisition shall be referred to herein as the “Target”); provided, that, (a) the Target of such acquisition operates a Permitted Business or the assets acquired pursuant to such Acquisition are used or useful in a Permitted Business, (b) for any Acquisition involving a Cost of Acquisition in excess of $5,000,000, the Borrower shall have delivered to the Lender a Pro Forma Compliance Certificate demonstrating that, upon giving Pro Forma Effect to such Acquisition, (i) the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 as of the end of the most recent Measurement Period; and (ii) the Consolidated Leverage Ratio is at least 0.25 to 1.0 less than the ratio required to be maintained at such time by Section 7.11(a), (c) the Target shall have earnings before interest, taxes, depreciation and amortization for the four (4) fiscal quarter period prior to the acquisition date in an amount greater than negative $5,000,000, (d) no Event of Default shall exist or would result from giving effect to such Acquisition, (e) such Permitted Acquisition shall have been approved by the Board of Directors and/or the shareholders (or equivalent) of the applicable Loan Party and the Target, (f) each Subsidiary acquired in connection with such Acquisition shall become a Loan Party and/or the assets acquired shall be subject to Liens in favor of the Lender, in each case in accordance with, and to the extent required by, Sections 6.13 and/or 6.14, and (g) the Cost of Acquisition paid by the Loan Parties for all Acquisitions made during the term of this Agreement shall not exceed $150,000,000 (and if the Cost of Acquisition for any such Acquisition exceeds $50,000,000, the Loan Parties shall have delivered to the Lender (i) a certified copy of the purchase agreement with respect to such Acquisition, (ii) if available, annual financial statements (including audits, if available) of

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the Target for the past three fiscal year periods and the most current interim financial statements of the Target, and (iii) updated projections for the Loan Parties incorporating the Target of such Acquisition).

“Permitted Business” means any business that is permitted pursuant to Section 7.07.

“Permitted Holders” means ORIX (and its Controlled Affiliates), the Voting Trust and the Voting Trustees.

“Permitted Liens” has the meaning specified in Section 7.01.

“Permitted Transfers” means (a) Dispositions of inventory in the ordinary course of business, (b) Dispositions of property to the Borrower or any Subsidiary; provided, that, if the transferor of such property is a Loan Party then either (i) the transferee thereof must a Loan Party (or shall be a Person organized under the Laws of the United Sates and shall become a Loan Party hereunder) or (ii) or (to the extent such transaction constitutes an Investment, such transaction is permitted by Section 7.03, (c) Dispositions of accounts receivable in connection with the collection or compromise thereof, (d) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries, and (e) the sale or Disposition of Cash Equivalents or UK Cash Management Investments for fair market value.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), other than a Multiemployer Plan, maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“Pledge Agreement” means the pledge agreement, dated as of the Closing Date, executed in favor of the Lender by each of the Loan Parties.

“Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” means, in respect of a Specified Transaction, that such Specified Transaction and the following transactions in connection therewith (to the extent applicable) shall be deemed to have occurred as of the first day of the applicable Measurement Period for the applicable covenant or requirement: (a)(i) with respect to any Specified Disposition, income statement and cash flow statement items (whether positive or negative) attributable to the Person or property disposed of shall be excluded and (ii) with respect to any Acquisition or Investment, income statement and cash flow statement items (whether positive or negative) attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement items for the Borrower and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported by financial statements or other information reasonably satisfactory to the Lender, (b) any retirement of Indebtedness and (c) any incurrence or assumption of Indebtedness by the Borrower or any Subsidiary (and if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination); provided, that, (x) Pro Forma Basis, Pro Forma Compliance and Pro Forma Effect in respect of any Specified Transaction shall be calculated in a reasonable and factually supportable manner and certified by a Responsible Officer of the Borrower and (y) any such calculation shall be subject to the applicable limitations set forth in the definition of Consolidated EBITDA.

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“Pro Forma Compliance Certificate” means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the Consolidated Leverage Ratio, the Consolidated Fixed Charge Coverage Ratio and Consolidated EBITDA as of the most recent Measurement Period after giving Pro Forma Effect to the applicable Specified Transaction.

“Qualified Capital Stock” of any Person means any Equity Interests of such Person that are not Disqualified Capital Stock.

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Register” has the meaning specified in Section 10.06(b).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Revolving Loans, a Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.

“Responsible Officer” means the executive chairman, chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Lender or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Lender. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.  To the extent requested by the Lender, each Responsible Officer will provide an incumbency certificate and to the extent requested by the Lender, appropriate authorization documentation, in form and substance reasonably satisfactory to the Lender.

“Restricted Payment” means (a) any dividend or other distribution, direct or indirect, on account of any shares (or equivalent) of any class of Equity Interests of the Borrower or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class of Equity Interests of the Borrower or any of its Subsidiaries, now or hereafter outstanding, and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter outstanding.

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“Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by the Lender pursuant to Section 2.01.

“Revolving Commitment” means the Lender’s obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01 and (b) issue Letters of Credit for the account of the Borrower pursuant to Section 2.03.  The Revolving Commitment on the Closing Date shall be $75,000,000.

“Revolving Facility” means, at any time, the aggregate amount of the Lender’s Revolving Commitment at such time.

“Revolving Loan” has the meaning specified in Section 2.01.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of McGraw-Hill Financial, Inc., and any successor thereto.

“Sale and Leaseback Transaction” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanction(s)” means any sanction administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other sanctions authority having authority or jurisdiction over the Borrower or any of its Subsidiaries.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Cash Management Agreement” means any Cash Management Agreement between any Loan Party and/or any Subsidiary and the Lender or an Affiliate of the Lender.

“Secured Hedge Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract permitted under Article VI or VII between any Loan Party and/or any Subsidiary and the Lender or an Affiliate of the Lender.

“Secured Obligations” means (a) in the case of the Borrower, (i) all Obligations, (ii) all obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements and (iii) all costs and expenses incurred in connection with enforcement and collection of the foregoing to the extent required to be paid by the Loan Parties pursuant to Section 10.04, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding and (b) in the case of any Guarantor, such Guarantor’s Guaranteed Obligations; provided, that, Secured Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.

“Secured Parties” means, collectively, the Lender, the Affiliates of the Lender party to Secured Cash Management Agreements and Secured Hedge Agreements and the Indemnitees.

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“Securities Act” means the Securities Act of 1933, including all amendments thereto and regulations promulgated thereunder.

“Securities Exchange Act” means the Securities Exchange Act of 1934, including all amendments thereto and regulations promulgated thereunder.

“Securitization Transaction” means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person.

“SIPC” means the Securities Investor Protection Corporation, or any Governmental Authority succeeding to any of its principal functions.

“Solvency Certificate” means a solvency certificate in substantially in the form of Exhibit E.

“Solvent” and “Solvency” mean, with respect to any Person (or group of Persons) on any date of determination, that on such date (a) the fair value of the property of such Person (or group of Persons) is greater than the total amount of liabilities, including contingent liabilities, of such Person (or group of Persons), (b) the present fair saleable value of the assets of such Person (or group of Persons) is not less than the amount that will be required to pay the probable liability of such Person (or group of Persons) on its (or their) debts as they become absolute and matured, (c) such Person does (or group of Persons do) not intend to, and does (or do) not believe that it (or they) will, incur debts or liabilities beyond the ability of such Person (or group of Persons) to pay such debts and liabilities as they mature, (d) such Person (or group of Persons) is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which the property of such Person (or group of Persons) would constitute an unreasonably small capital, and (e) such Person (or group of Persons) is able to pay its (or their) debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business.  The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Loan Party” means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 9.11).

“Specified Disposition” means any sale, transfer or other Disposition of all or substantially all of the assets or of all of the Equity Interests of any Subsidiary or of any business unit, line of business or division of the Borrower or any Subsidiary (including the termination or discontinuance of activities constituting a business) or any other sale, transfer or other Disposition that results in a Person ceasing to be a Subsidiary.

“Specified Transaction” means (a) any Acquisition, any Investment that results in a Person becoming a Subsidiary, any Specified Disposition, in each case, whether by merger, consolidation or otherwise, or any incurrence or repayment of Indebtedness or (b) any other event that by the terms of the Loan Documents requires Pro Forma Compliance with a test or covenant, calculation as to Pro Forma Effect with respect to a test or covenant or requires such test or covenant to be calculated on a Pro Forma Basis.

“Subordinated Note” means the unsecured subordinated note of the Borrower dated as of the Closing Date in an aggregate original principal amount of $45,000,000 payable to ORIX.

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“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include the Lender or any Affiliate of the Lender).

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including Sale and Leaseback Transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Target” has the meaning specified in the definition of “Permitted Acquisition.”

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Threshold Amount” means $15,000,000.

“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans and L/C Obligations.

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“Transactions” means, collectively, the execution and delivery of this Agreement and the other Loan Documents, the Credit Extensions to be made on the Closing Date, the consummation of the IPO and the execution and delivery of the Subordinated Note and the UK Cash Management Documents.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“UK Cash Management Agreement” means that certain Cash Management Agreement, dated as of the Closing Date, by and between Houlihan Lokey UK and ORIX Global Capital, Ltd, a UK private limited company.

“UK Cash Management Documents” means the UK Cash Management Agreement, the UK Cash Management Guarantee and the UK Cash Management Note.

“UK Cash Management Guarantee” means that certain Guarantee Agreement, dated as of the Closing Date, between ORIX and Houlihan Lokey UK.

“UK Cash Management Investments” has the meaning set forth in Section 7.03(k).

“UK Cash Management Note” means that certain promissory note, dated as of the Closing Date, between Houlihan Lokey UK, as promisee, and ORIX Global Capital, Ltd, a UK private limited company, as promissor.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c).

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(f).

“Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right to so vote has been suspended by the happening of such contingency.

“Voting Trust” means the voting trust established by the Voting Trust Agreement.

“Voting Trust Agreement” means that certain Voting Trust Agreement dated as of August 18, 2015, by and among the Borrower, certain holders of the class B common stock of the Borrower and the Voting Trustees party thereto, as in effect on the date hereof and as may be amended in a manner not materially adverse to the Lender.

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“Voting Trustees” means the “Trustees” (as defined in the Voting Trust Agreement) appointed in accordance with the terms of Section 1 of the Voting Trust Agreement.

“Withholding Agent” shall mean any Loan Party.

1.02Other Interpretive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including the Loan Documents and any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03Accounting Terms.

(a)Generally.  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein or in accordance with GAAP.  Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at one hundred percent (100%) of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

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(b)Changes in GAAP.  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or Lender shall so request, the Lender and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Lender financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.  Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

(c)Consolidation of Variable Interest Entities. All references herein to Consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a Consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

(d)Pro Forma Calculations.  Notwithstanding anything to the contrary contained herein, all calculations of the Consolidated Leverage Ratio, the Consolidated Fixed Charge Coverage Ratio and Consolidated EBITDA shall be made on a Pro Forma Basis with respect to all Specified Transactions occurring during the applicable Measurement Period to which such calculation relates, and/or subsequent to the end of such Measurement Period but not later than the date of such calculation; provided, that, notwithstanding the foregoing, when calculating the Consolidated Leverage Ratio, the Consolidated Fixed Charge Coverage Ratio and/or Consolidated EBITDA for purposes of determining compliance with Section 7.11, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis that occurred subsequent to the end of the applicable Measurement Period shall not be given Pro Forma Effect.  For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with any financial covenant set forth in Section 7.11, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending September 30, 2015, such Pro Forma Compliance shall be determined by reference to the maximum Consolidated Leverage Ratio, minimum Consolidated Fixed Charge Coverage Ratio and/or minimum Consolidated EBITDA, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01(a) or (b), or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum Consolidated Leverage Ratio, minimum Consolidated Fixed Charge Coverage Ratio and/or minimum Consolidated EBITDA, as applicable, permitted for the fiscal quarter ending September 30, 2015.

1.04Rounding.

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05Times of Day.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

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1.06Letter of Credit Amounts.

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.07UCC Terms.

Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions.  Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.

ARTICLE II

COMMITMENTS AND CREDIT EXTENSIONS

2.01Revolving Loans.

Subject to the terms and conditions set forth herein, the Lender agrees to make loans (each such loan, a “Revolving Loan”) to the Borrower, in Dollars, from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of the Revolving Commitment; provided, however, that after giving effect to any Revolving Borrowing, the Total Revolving Outstandings shall not exceed the Revolving Commitment.  Within the limits of the Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow Revolving Loans, prepay under Section 2.05, and reborrow under this Section 2.01.  Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided, however, any Revolving Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date of such Revolving Borrowing.

2.02Borrowings, Conversions and Continuations of Loans.

(a)Notice of Borrowing.  Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Lender, which may be given by (i) telephone or (ii) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Lender of a Loan Notice.  Each such notice must be received by the Lender not later than 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one (1), two (2), three (3) or six (6) months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Lender not later than 11:00 a.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation.  Not later than 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Lender shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is available.  Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be, unless otherwise agreed by Lender, in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof.  Except as provided in Section 2.03(c),

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each Borrowing of or conversion to Base Rate Loans shall be, unless otherwise agreed by Lender, in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.  Each Loan Notice shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, (B) the requested date of the Borrowing, conversion or continuation (which shall be a Business Day), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto.  If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans.  Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans.  If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(b)Advances.  Following receipt of a Loan Notice, upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Lender shall make the requested funds available to the Borrower either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Lender by the Borrower.

(c)Eurodollar Rate Loans.  Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan.  During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Lender.

(d)Interest Periods. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than eight (8) Interest Periods in effect in respect of the Revolving Facility.

(e)Autoborrow.  Notwithstanding anything contained herein to the contrary, in order to facilitate borrowings, the Borrower and the Lender may mutually agree to, and are hereby authorized to, enter into an autoborrow agreement in form and substance reasonably satisfactory to the Lender (the “Autoborrow Agreement”) providing for the automatic advance by the Lender of Revolving Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein.  At any time an Autoborrow Agreement is in effect, the requirements for Revolving Loan borrowings set forth herein shall not apply, and all Revolving Loan borrowings shall be made in accordance with the Autoborrow Agreement.

2.03Letters of Credit.

(a)The Letter of Credit Commitment.

(i)Subject to the terms and conditions set forth herein, the Lender agrees (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (B) to honor drawings under the Letters of Credit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Revolving Commitment and (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit.  Each request by the Borrower for

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the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii)The Lender shall not be under any obligation to issue any Letter of Credit if:

(A)the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance, unless the Lender has approved such expiry date;

(B)the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the Lender has approved such expiry date;

(C)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Lender from issuing the Letter of Credit, or any Law applicable to the Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Lender shall prohibit, or request that the Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Lender in good faith deems material to it;

(D)the issuance of the Letter of Credit would violate one or more policies of the Lender applicable to letters of credit generally;

(E)except as otherwise agreed by the Lender, the Letter of Credit is in an initial stated amount less than $40,000;

(F)the Letter of Credit is to be denominated in a currency other than Dollars; or

(G)the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder;

(iii)The Lender shall be under no obligation to amend any Letter of Credit if (A) the Lender would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(b)Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Lender in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower.  Such Letter of Credit Application may be sent by fax transmission, by United States mail, by overnight courier,

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by electronic transmission using the system provided by the Lender, by personal delivery or by any other means acceptable to the Lender. Such Letter of Credit Application must be received by the Lender not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (B) the amount thereof, (C) the expiry date thereof, (D) the name and address of the beneficiary thereof, (E) the documents to be presented by such beneficiary in case of any drawing thereunder, (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, (G) the purpose and nature of the requested Letter of Credit, and (H) such other matters as the Lender may reasonably require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Lender (1) the Letter of Credit to be amended, (2) the proposed date of amendment thereof (which shall be a Business Day), (3) the nature of the proposed amendment; and (4) such other matters as the Lender may reasonably require.  Additionally, the Borrower shall furnish to the Lender such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Lender may reasonably require.

(ii)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Lender will also deliver to the Borrower a true and complete copy of such Letter of Credit or amendment.

(iii)If the Borrower so requests in any applicable Letter of Credit Application, the Lender may, in its reasonable discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that, any such Auto-Extension Letter of Credit must permit the Lender to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve (12) month period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the Lender, the Borrower shall not be required to make a specific request to the Lender for any such extension.  Once an Auto-Extension Letter of Credit has been issued, the Lender shall permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Lender shall not permit any such extension if (A) the Lender has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and directing the Lender not to permit such extension.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the Lender.  The Borrower shall be conclusively deemed to have waived any such claim against the Lender and its correspondents unless such notice is given as aforesaid.

(c)Drawings and Reimbursements.  Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower

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thereof.  Not later than 2:00 p.m. (x) on the date of any payment by the Lender under a Letter of Credit, if the Borrower received notice of such drawing prior to 11:00 a.m., on such date or (y) otherwise on the Business Day immediately following receipt by the Borrower of such notice (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing.  If the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (the “Unreimbursed Amount”), without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans.  Any notice given by the Lender pursuant to this Section 2.03(c) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(d)Obligations Absolute.  The obligation of the Borrower to reimburse the Lender for each drawing under each Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii)the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Lender or any other Person, whether in connection with this Agreement or by such Letter of Credit, the transactions contemplated hereby or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)any draft, demand, endorsement, certificate or other document presented under or in connection with such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)waiver by the Lender of any requirement that exists for the Lender’s protection and not the protection of the Borrower or any waiver by the Lender which does not in fact materially prejudice the Borrower;

(v)honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi)any payment made by the Lender in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized by the UCC, or the ISP, as applicable;

(vii)any payment by the Lender under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the Lender under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

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(viii)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries.

(e)Role of the Lender.  The Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the Lender shall not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the Lender, any of its Related Parties nor any correspondent, participant or assignee of the Lender shall be liable or responsible for any of the matters described in Section 2.03(d).  In furtherance and not in limitation of the foregoing, the Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Lender shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing or assigning or purporting to transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.  The Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(f)Applicability of ISP; Limitation of Liability.  Unless otherwise expressly agreed by the Lender and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit.  Notwithstanding the foregoing, the Lender shall not be responsible to the Borrower for, and the Lender’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the Lender required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the Lender or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice; provided, that, the foregoing waivers shall not apply to any claims against the Lender for direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Lender.

(g)Letter of Credit Fees.  The Borrower shall pay to the Lender a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06.  Letter of Credit Fees shall be (A) due and payable on the first Business Day following each fiscal quarter end, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (B) computed on a quarterly basis in arrears.  If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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(h)Conflict with Issuer Documents.  In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(i)Letters of Credit Issued for Subsidiaries.  Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the Lender hereunder for any and all drawings under such Letter of Credit.  The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

2.04Reserved.

2.05Prepayments.

The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed by the Lender (A) such notice must be received by Lender not later than 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (ii) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans.  If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied.  Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

2.06Termination or Reduction of Commitments.

(a)Optional.  The Borrower may, upon notice to the Lender, terminate the Revolving Commitment or the Letter of Credit Sublimit, or from time to time permanently reduce the Revolving Commitment or the Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Lender not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Commitment or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit.

(b)Mandatory.  If after giving effect to any reduction or termination of the Revolving Commitment under this Section 2.06, the Letter of Credit Sublimit exceeds the Revolving Commitment at such time, the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess.

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(c)Payment of Fees.  All fees in respect of the Revolving Commitment accrued until the effective date of any termination of the Revolving Commitment shall be paid on the effective date of such termination.

2.07Repayment of Loans.

The Borrower shall repay to the Lender on the Maturity Date the aggregate principal amount of all Revolving Loans outstanding on such date.

2.08Interest and Default Rate.

(a)Interest.  Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable borrowing date at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

(b)Default Rate.

(i)(A) If any amount of principal of any Loan payable by any Loan Party under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, or (B) an Event of Default pursuant to Sections 8.01(f) or (g) exists, all outstanding Obligations shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii)If any amount (other than principal of any Loan) payable by any Loan Party under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Lender such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii)Upon the request of the Lender, while any Event of Default exists, all outstanding Obligations (including Letter of Credit Fees) shall accrue at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv)Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)Interest Payments.  Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

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2.09Fees.

In addition to certain fees described in subsection (g) of Section 2.03:

(a)Commitment Fee.  The Borrower shall pay to the Lender a commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Revolving Commitment exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations.  The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period.  The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b)Other Fees.  The Borrower shall pay to the Lender such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10Computation of Interest and Fees.

All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365 day year).  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11, bear interest for one (1) day.  Each determination by the Lender of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.11Payments Generally.

All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Lender at the Lender’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein.  All payments received by the Lender after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  Except as otherwise specifically provided for in this Agreement, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

2.12Cash Collateral.

(a)Certain Credit Support Events.  If (i) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, or (ii) the Borrower shall be required to provide Cash Collateral pursuant to the terms hereof, the Borrower shall immediately following any request by the Lender, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount.

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(b)Grant of Security Interest.  The Borrower hereby grants to (and subjects to the control of) the Lender and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.12(c).  If at any time the Lender determines that Cash Collateral is subject to any right or claim of any Person other than the Lender, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Lender, pay or provide to the Lender additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in one or more blocked, non-interest bearing deposit accounts at Bank of America.  The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

(c)Application.  Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.12 or Sections 2.03, 2.05 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d)Release.  Cash Collateral (or the appropriate portion thereof) provided to secure obligations shall be released promptly following the determination by the Lender that there exists excess Cash Collateral; provided, however, (A) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (B) the Person providing Cash Collateral and the Lender may agree that Cash Collateral shall not be released but instead held to support future anticipated obligations.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01Taxes.

(a)Defined Terms.  For purposes of this Section 3.01, the term “applicable Law” includes FATCA.

(b)Payments Free of Taxes.  Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c)Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law any Other Taxes.

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(d)Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify the Lender, within 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Lender or required to be withheld or deducted from a payment to the Lender and any reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  If the Lender claims indemnification pursuant to this Section 3.01(d), it shall notify the Loan Parties of the imposition of the relevant Indemnified Taxes as soon as practicable after the Lender becomes aware of such imposition.  A certificate as to the amount of such payment or liability (together with a reasonable explanation thereof) delivered to the Borrower by the Lender shall be conclusive absent manifest error.

(e)Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 3.01, such Loan Party shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.

(f)Status of the Lender.

(v)If the Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document, it shall deliver to the Borrower, at the time or times reasonably requested by the Borrower, such properly completed and executed documentation reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Lender, if reasonably requested by the Borrower, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower as will enable the Borrower to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(f)(ii)(A), Section 3.01(f)(ii)(B) and Section 3.01(f)(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject the Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of the Lender.

(vi)Without limiting the generality of the foregoing,

(A)if Lender that is a U.S. Person, it shall deliver to the Borrower on or prior to the date on it becomes the Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), executed copies of IRS Form W-9 certifying that the Lender is exempt from U.S. federal backup withholding Tax;

(B)if the Lender is a Foreign Lender, it shall, to the extent it is legally entitled to do so, deliver to the Borrower (in such number of copies as shall be requested by the Borrower) on or prior to the date on which it becomes the Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), whichever of the following is applicable:

(1)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect

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to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)executed copies of IRS Form W-8ECI;

(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that the Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E; or

(4)to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9 and/or other certification documents from each beneficial owner, as applicable; provided that, if the Foreign Lender is a partnership and one or more direct or indirect partners of the Foreign Lender are claiming the portfolio interest exemption, the Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner.

(C)if the Lender is a Foreign Lender, it shall, to the extent it is legally entitled to do so, deliver to the Borrower (in such number of copies as shall be requested by the Borrower) on or prior to the date on which the Foreign Lender becomes the Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower to determine the withholding or deduction required to be made; and

(D)if a payment made to the Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if the Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), the Lender shall deliver to the Borrower at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional

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documentation reasonably requested by the Borrower as may be necessary for the Borrower to comply with its obligations under FATCA and to determine that the Lender has complied with the Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 3.01(f)(ii)(D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

The Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower in writing of its legal inability to do so.

(g)Treatment of Certain Refunds.  If the Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.01 (including by the payment of additional amounts pursuant to this Section 3.01), it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). The Borrower, upon the request of the Lender, shall repay to the Lender the amount paid over pursuant to this Section 3.01(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that the Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 3.01(g) in no event will the Lender be required to pay any amount to the Borrower pursuant to this Section 3.01(g) the payment of which would place the Lender in a less favorable net after-Tax position than the Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 3.01(g) shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h)Survival. Each party’s obligations under this Section 3.01 shall survive any assignment of rights by, or the replacement of, the Lender, the termination of the Commitment and the repayment, satisfaction or discharge of all obligations under any Loan Document.

3.02Illegality.

If the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender or its Lender’s Office to make, maintain or fund any Credit Extension whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of the Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by the Lender to the Borrower, (a) any obligation of the Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (b) if such notice asserts the illegality of the Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of the Lender shall, if necessary to avoid such illegality, be determined by the Lender without reference to the Eurodollar Rate component of the Base Rate, in each case until the Lender notifies the Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, (i) the Borrower shall, upon demand from the Lender, prepay or, if applicable, convert all Eurodollar Rate Loans to Base Rate Loans (the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Lender without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period

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therefor, if the Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if the Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (ii) if such notice asserts the illegality of the Lender determining or charging interest rates based upon the Eurodollar Rate, the Lender shall during the period of such suspension compute the Base Rate without reference to the Eurodollar Rate component thereof until it is no longer illegal for the Lender to determine or charge interest rates based upon the Eurodollar Rate.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03Inability to Determine Rates.

If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, the Lender determines that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lender of funding such Eurodollar Rate Loan, the Lender will promptly so notify the Borrower.  Thereafter, (i) the obligation of the Lender to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (ii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Lender revokes such notice.  Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, in the case of such pending request, the Lender, in consultation with the Borrower, may establish an alternative interest rate for funding Loans in the applicable amount, and with the same Interest Period as the Loan requested to be made, converted or continued, as the case may be in which case, such alternative rate of interest shall apply with respect to such Loans.

3.04Increased Costs; Reserves on Eurodollar Rate Loans.

(a)Increased Costs Generally.  If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, the Lender (except any reserve requirement contemplated by Section 3.04(d));

(ii)subject the Lender to any taxes (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)impose on the Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by the Lender or any Letter of Credit;

and the result of any of the foregoing shall be to increase the cost to the Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to the Lender of

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issuing or maintaining any Letter of Credit (or of maintaining its obligation to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or any other amount) then, upon request of the Lender, the Borrower will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered.

(b)Capital Requirements.  If the Lender determines that any Change in Law affecting the Lender or the Lender’s Office or the Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on the Lender’s capital or on the capital of the Lender’s holding company, if any, as a consequence of this Agreement, the Commitment of the Lender or the Loans made by or the Letters of Credit issued by the Lender, to a level below that which the Lender or the Lender’s holding company could have achieved but for such Change in Law (taking into consideration the Lender’s policies and the policies of the Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay the Lender such additional amount or amounts as will compensate the Lender or the Lender’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement.  A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error.  The Borrower shall pay the Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d)Reserves on Eurodollar Rate Loans.  The Borrower shall pay to the Lender, (i) as long as the Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by the Lender (as determined by the Lender in good faith, which determination shall be conclusive), and (ii) as long as the Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitment or the funding of the Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by the Lender (as determined by the Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least ten (10) Business Days’ prior notice of such additional interest or costs from the Lender.  If the Lender fails to give notice ten (10) Business Days’ prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) Business Days’ from receipt of such notice.

(e)Delay in Requests.  Failure or delay on the part of the Lender to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of the Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate the Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that the Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of the Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof).

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3.05Compensation for Losses.

Upon demand of the Lender from time to time, the Borrower shall promptly compensate the Lender for and hold the Lender harmless from any loss, cost or expense incurred by it as a result of:

(a)any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, automatic, by reason of acceleration, or otherwise); or

(b)any failure by the Borrower (for a reason other than the failure of the Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.  The Borrower shall also pay any customary administrative fees charged by the Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lender under this Section 3.05, the Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06Survival.

All of the Borrower’s obligations under this Article III shall survive termination of the Commitment, repayment of all other Obligations hereunder, and resignation of the Lender.

ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01Conditions of Initial Credit Extension.

The obligation of the Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a)Execution of Loan Documents.  The Lender shall have received counterparts of this Agreement and the other Loan Documents, each properly executed by a Responsible Officer of each Loan Party thereto and, in the case of this Agreement, by the Lender.

(b)Organization Documents, Resolutions, etc.  The Lender shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance reasonably satisfactory to the Lender and its legal counsel:

(i)copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the jurisdiction of its organization or incorporation, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date;

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(ii)such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and

(iii)such documents and certifications as the Lender may reasonably require to evidence that each Loan Party and each Broker-Dealer Subsidiary is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization or incorporation (where such concepts are applicable).

(c)Legal Opinions of Counsel.  The Lender shall have received an opinion or opinions of counsel for the Loan Parties, dated the Closing Date and addressed to the Lender, in form and substance reasonably acceptable to the Lender.

(d)Financial Statements.  The Lender shall have received:

(i)unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended June 30, 2015, including balance sheets and statements of income or operations, shareholders’ equity and cash flows (the “Interim Financial Statements”); and

(ii)a budget of the Borrower and its Subsidiaries on a Consolidated basis, including forecasts prepared by management of the Borrower, of Consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a monthly basis for the first year following the Closing Date.

(e)No Material Adverse Change.  There shall not have occurred since March 31, 2015 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect.

(f)Personal Property Collateral.  The Lender shall have received, in form and substance reasonably satisfactory to the Lender:

(i)(A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party or where a filing would need to be made in order to perfect the Lender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;

(ii)completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Lender’s sole discretion, to perfect the Lender’s security interest in the Collateral; and

(iii)all certificates evidencing any certificated Equity Interests pledged to the Lender pursuant to the Collateral Documents, together with duly executed in blank and undated stock powers attached thereto.

(g)No Litigation.  There shall not exist any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect.

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(h)Officer’s Certificate.  The Lender shall have received a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.01(e), (g), (j), (k), (l) and (m) and Sections 4.02(a) and (b) have been satisfied.

(i)Solvency Certificate.  The Lender shall have received a Solvency Certificate signed by a Responsible Officer of the Borrower as to the financial condition, solvency and related matters of the Borrower and its Subsidiaries, after giving effect to the Transactions.

(j)Consents.  All Board of Director, governmental, shareholder and material third party consents and approvals necessary in connection with the Loan Documents shall have been obtained and shall be in full force and effect.

(k)Existing Indebtedness of the Loan Parties.  All of the existing Indebtedness for borrowed money of the Loan Parties and their Subsidiaries (other than Indebtedness permitted to exist pursuant to Section 7.02) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date.

(l)IPO; Transactions.  The Lender shall have received reasonably satisfactory evidence that all conditions precedent to the IPO have been satisfied or are concurrently on the Closing Date being satisfied and that the IPO has been consummated or will concurrently be consummated on terms and conditions substantially consistent with the Form S-1.  The Lender shall have received reasonably satisfactory evidence that, in connection with the IPO, (i) the Borrower has issued (or, as of the Closing Date, has assumed, pursuant to documentation reasonably acceptable to the Lender) the Subordinated Note, in the form attached to the Form S-1, and (ii) Houlihan Lokey UK has entered into the UK Cash Management Documents.

(m)Copy of IPO and Transaction Documents.  The Lender shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the Form S-1, the Subordinated Note and each of the UK Cash Management Documents.

(n)Due Diligence.  The Lender shall have completed a due diligence investigation of the Loan Parties with respect to OFAC, Foreign Corrupt Practices Act and “know your customer” due diligence in scope, and with results, reasonably satisfactory to the Lender.  The Loan Parties shall have provided to the Lender the documentation and information that the Lender requests at least five Business Days prior to the Closing and is required in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

(o)Fees.  Receipt by the Lender of any fees required to be paid on or before the Closing Date.

(p)Attorney Costs.  Unless waived by the Lender, the Borrower shall have paid (or caused to have paid) all fees, charges and disbursements of counsel to the Lender to the extent invoiced at least one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided, that, such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Lender).

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4.02Conditions to all Credit Extensions.

The obligation of the Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

(a)Representations and Warranties.  The representations and warranties of the Borrower and each other Loan Party contained in Article II, Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the date of such Credit Extension and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the date of such Credit Extension, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively.

(b)Default.  No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c)Request for Credit Extension.  The Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Lender, as of the date made or deemed made, that:

5.01Existence, Qualification and Power.

Each Loan Party and each of its Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) with respect to each Loan Party, execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02Authorization; No Contravention.

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party have been duly authorized by all necessary corporate or other

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organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law, except in each case referred to in clause (b) or (c), to the extent that failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.03Governmental Authorization; Other Consents.

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, other than (i) authorizations, approvals, actions, notices and filings which have been duly obtained, (ii) filings to perfect the Liens created by the Collateral Documents, (iii) any notice to, or consent from, applicable Governmental Authorities to exercise remedies with respect to pledged Equity Interests of any Broker-Dealer Subsidiary, and (iv) with respect to clause (d) only, any consents or approvals required in connection with the disposition of Collateral, including compliance with federal and state securities Laws in connection with any sale of any portion of the Collateral consisting of securities under such securities Laws.

5.04Binding Effect.

Each Loan Document has been duly executed and delivered by each Loan Party that is party thereto.  Each Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable against each such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity.

5.05Financial Statements; No Material Adverse Effect.

(a)Audited Financial Statements.  The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(b)Quarterly Financial Statements.  The Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholder’s equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end and audit adjustments.

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(c)Material Adverse Effect.  Since March 31, 2015, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(d)Budget.  The budget of the Borrower and its Subsidiaries delivered pursuant to Section 4.01(d)(iii) was prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by the Borrower to be fair in light of the conditions existing at the time of delivery of such budget, it being understood that actual results may vary from such assumptions and that such variations may be material.

5.06Litigation.

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document or any of the transactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

5.07No Default.

Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  No Default has occurred and is continuing or would result from the consummation of the Transactions.

5.08Ownership of Property.

Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.09Environmental Compliance.

(a)To the extent required with respect to the exercise of their business, the Loan Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Loan Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in a Material Adverse Effect.

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5.10Insurance.

The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party or the applicable Subsidiary operates.

5.11Taxes.

Each Loan Party and its Subsidiaries have filed all federal income and material state income and other material tax returns and reports required to be filed, and have paid all federal income and material state income and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.  No Loan Party has any knowledge of any tax assessment proposed in writing against any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect.

5.12ERISA Compliance.

(a)Except as would not reasonably be expected to have a Material Adverse Effect, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state laws.  Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter or is subject to a favorable opinion letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the IRS.  To the knowledge of the Loan Parties, nothing has occurred that would prevent or cause the loss of such tax-qualified status.

(b)There are no pending or, to the knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect.  There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c)Except as would not reasonably be expected to have a Material Adverse Effect, (i) no ERISA Event has occurred, and no Loan Party is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan and Multiemployer Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is sixty percent (60%) or higher and no Loan Party knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below sixty percent (60%) as of the most recent valuation date; (iv) no Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that is subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

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5.13Margin Regulations; Investment Company Act; Broker-Dealer Subsidiaries.

(a)Margin Regulations.  The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.  Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than twenty-five percent (25%) of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or instrument between the Borrower and the Lender or any Affiliate of the Lender relating to Indebtedness and within the scope of Section 8.01(e) will be margin stock.

(b)Investment Company Act.  None of any Loan Party, any Person Controlling any Loan Party, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

(c)Broker-Dealer Subsidiaries.

(i)Each domestic Broker-Dealer Subsidiary is a broker-dealer, FCM or IB subject to the provisions of Regulation T of the FRB.  Each domestic Broker-Dealer Subsidiary that extends purpose credit to customers (as those terms are defined in Regulation T) maintains procedures and internal controls reasonably designed to ensure that such Broker-Dealer Subsidiary does not extend or maintain purpose credit to or for its customers other than in accordance with the provisions of Regulation T, and designated employees of each domestic Broker-Dealer Subsidiary regularly supervise its activities and the activities of members and employees of such Broker-Dealer Subsidiary to ensure that such Broker-Dealer Subsidiary does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T, except for failures to comply with Regulation T in connection with transactions which are not material either in number or amount.

(ii)Each Broker-Dealer Subsidiary (A) is a member in good standing of FINRA, the NFA and/or the equivalent foreign self-regulatory body, (B)(1) if a Domestic Subsidiary, (x) is duly registered as a broker-dealer with the SEC and/or duly registered as an FCM or IB with the CFTC and (y) is duly registered in each state where the conduct of its business requires such registration, except with respect to this clause (y), to the extent such failure to be registered, individually or in the aggregate, could not reasonably be expected to have a material impact on the business of the Borrower and its Subsidiaries (taken as a whole) and (2) if a Foreign Subsidiary, is duly registered as the equivalent of a broker-dealer, FCM or IB with the equivalent foreign regulatory body, in each case where the conduct of its business requires such registration.

(iii)To the knowledge of the Loan Parties, no Broker-Dealer Subsidiary or its “associated persons” (as defined in the Securities Exchange Act) is currently ineligible or disqualified pursuant to Section 15, Section 15B or Section 15C of the Securities Exchange Act to serve as a broker or dealer or “associated person” of a broker or dealer except as would not reasonably be expected to have a Material Adverse Effect.

(iv)The Loan Parties have delivered or made available to the Lender a true and correct copy of the currently effective Broker-Dealer Form BD and any amendments thereto filed with the SEC and FINRA by each Broker-Dealer Subsidiary. The information contained in such forms and reports, was, at the time of filing, complete and accurate in all material respects.  Each Broker-Dealer Subsidiary has made available to the Lender a true, correct and complete copy of

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such entity’s currently effective FINRA Membership Agreement.  Each Broker-Dealer Subsidiary has not exceeded in any material way with respect to its business, the business activities enumerated in its FINRA Membership Agreement or any other applicable restriction agreement or other limitations imposed in connection with its FINRA or state registrations or licenses with any other self-regulatory organization or Governmental Authority.

(v)To the knowledge of the Loan Parties, no Broker-Dealer Subsidiary has received a notice from the SEC, FINRA, any self-regulatory organization or any other Government Authority of any alleged rule violation or other circumstance which could reasonably be expected to have a Material Adverse Effect.

(vi)No Broker-Dealer Subsidiary is in arrears with respect to any assessment made upon it by the SIPC except as would not reasonably be expected to result in a Material Adverse Effect.

(vii)FINRA has been designated as the Designated Examining Authorities for the Broker-Dealer Subsidiaries and is the Broker-Dealer Subsidiaries’ Designated Self-Regulatory Organization.

5.14Disclosure.

The reports, financial statements, certificates and other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished and taken as a whole) do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that, (a) to the extent any such written information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, the Borrower and each Subsidiary represents only that it acted in good faith and utilized assumptions believed by it to be reasonable and due care in the preparation of such information, report, financial statement, exhibit or schedule (it being understood that actual results may vary significantly from any such projected or forecasted results) and (b) with respect to information relating to the Borrower’s industry generally and trade data which relates to a Person that is not the Borrower or a Subsidiary thereof, the Borrower represents and warrants only that such information is believed by it in good faith to be accurate in all material respects.

5.15Compliance with Laws.

Each Loan Party and each Subsidiary is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.16Solvency.

The Borrower and its Subsidiaries, on a Consolidated basis, are Solvent.

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5.17Sanctions Concerns; Anti-Corruption Laws; PATRIOT Act.

(a)Sanctions.  No Loan Party, nor any Subsidiary, nor, to the knowledge of the Loan Parties, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other sanctions authority having jurisdiction over any Loan Party or any Subsidiary or (iii) located, organized or resident in a Designated Jurisdiction.

(b)Anti-Corruption Laws.  The Loan Parties and their Subsidiaries have conducted their business in compliance, in all material respects, with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions having jurisdiction over any Loan Party or any Subsidiary, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

(d)PATRIOT Act.  To the extent applicable, each Loan Party and each Subsidiary is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto and (ii) the Patriot Act.

5.18Subsidiaries; Equity Interests; Loan Parties.

(a)Subsidiaries, Joint Ventures, Partnerships and Equity Investments.  Set forth on Schedule 5.18(a), is the following information which is true and complete in all respects as of the Closing Date: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries, (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.), and (v) an indication as to whether such Subsidiary is an Excluded Subsidiary.  The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens other than Permitted Liens.  There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

(b)Loan Parties.  Set forth on Schedule 5.18(b) is a complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party) (i) the exact legal name, (ii) any former legal names of such Loan Party in the four (4) months prior to the Closing Date, (iii) the jurisdiction of its incorporation or organization, as applicable, (iv) the type of organization, (v) the address of its chief executive office (and, if different, its principal place of business), (vi) its U.S. federal taxpayer identification number, and (vii) its organization identification number, if applicable.

5.19Collateral Representations.

The provisions of the Collateral Documents are effective to create in favor of the Lender, for the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties in the Collateral described therein.  Except for filings completed prior to the Closing Date or after the Closing Date in accordance with the

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applicable Collateral Documents and as contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect or protect such Liens.

5.20Designation as Senior Indebtedness.

The Secured Obligations constitute “Designated Senior Indebtedness” or any similar designation (with respect to indebtedness having the maximum rights as “senior debt”) under and as defined in any agreement governing any subordinated Indebtedness.

5.21Labor Matters.

There are no collective bargaining agreements or Multiemployer Plans covering the employees of any Loan Party or any Subsidiary as of the Closing Date and neither any Loan Party nor any Subsidiary has suffered any strikes, walkouts, work stoppages or other material labor difficulty within the last five (5) years preceding the Closing Date.

ARTICLE VI

AFFIRMATIVE COVENANTS

From and after the Closing Date and thereafter until the Facility Termination Date, each of the Loan Parties hereby agrees as follows:

6.01Financial Statements.

The Borrower shall deliver to the Lender:

(a)Audited Financial Statements.  As soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Borrower (or, if earlier, fifteen (15) days after the date required to be filed with the SEC), a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Lender, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

(b)Quarterly Financial Statements.  As soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (or, if earlier, five (5) days after the date required to be filed with the SEC), a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related Consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, certified by the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries, subject only to normal year-end and audit adjustments and the absence of footnotes.

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(c)Business Plan and Budget.  As soon as available, but in any event no later than forty five (45) days after the end of each fiscal year of the Borrower, an annual business plan and budget of the Borrower and its Subsidiaries on a Consolidated basis, including forecasts prepared by management of the Borrower, in form reasonably satisfactory to the Lender, of Consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a quarterly basis for the then current fiscal year.

As to any information contained in materials furnished pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such information under Sections 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein.

6.02Certificates; Other Information.

The Borrower shall deliver to the Lender, in form and detail satisfactory to the Lender:

(a)Accountants’ Certificate.  Concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default insofar as it relates to financial or accounting matters or, if any such Default shall exist, stating the nature and status of such event.

(b)Compliance Certificate.  Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller which is a Responsible Officer of the Borrower, which shall include (i) a certification as to whether the Loan Parties and their respective Subsidiaries have performed and observed each covenant and condition of the Loan Documents applicable to it during the period covered by the Compliance Certificate (or, if not, a listing of the conditions or covenants that have not been performed or observed and the nature and status of each such Default), (ii) a certification of compliance with the financial covenants set forth in Section 7.11, including financial covenant analyses and calculation for the period covered by the Compliance Certificate, and (iii) a copy of management’s discussion and analysis with respect to such financial statements.  Unless the Lender requests executed originals, delivery of the Compliance Certificate may be by electronic communication including fax or email and shall be deemed to be an original and authentic counterpart thereof for all purposes.

(c)Audit Reports; Management Letters; Recommendations.  Promptly after any request by the Lender, copies of any detailed audit reports, management letters or recommendations submitted to the Board of Directors (or the audit committee of the Board of Directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them.

(d)Annual Reports; Etc.  Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act, or with any national securities exchange, and in any case not otherwise required to be delivered to the Lender pursuant hereto;.

(e)Debt Securities Statements and Reports.  Promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or of any of its

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Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement with respect to Material Indebtedness and not otherwise required to be furnished to the Lender pursuant to Section 6.01 or any other clause of this Section.

(f)SEC Notices.  Promptly, and in any event within five (5) Business Days after receipt thereof by the Borrower or any Broker-Dealer Subsidiary, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of the Borrower or any Broker-Dealer Subsidiary (including such Broker-Dealer’s compliance with the Net Capital Rule), in each case, that has a reasonable possibility of being determined adversely and if determined adversely could reasonably be expected to have a Material Adverse Effect.

(g)Notices.  Not later than five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture, loan or credit or similar agreement with respect to Material Indebtedness (other than notices, requests or other documents covered by Section 6.02(f)).

(h)Environmental Notice.  Promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to have a Material Adverse Effect.

(i)Broker-Dealer Subsidiary Information.  The following with respect to each Broker-Dealer Subsidiary: (i) within thirty (30) days of filing, each Quarterly FINRA Focus Report filed by such Broker-Dealer Subsidiary, such report to include the calculation of Net Capital as of such date; (ii) within ten (10) days after receipt thereof, a copy of any financial report performed or required to be performed by any Designated Examining Authority of such Broker-Dealer Subsidiary and permitted to be disclosed under applicable Law; (iii) within ninety (90) days after the last day of each fiscal year of such Broker-Dealer Subsidiary, a copy of the audited financial statements of such Broker-Dealer Subsidiary prepared by such Broker-Dealer Subsidiary’s accountants to comply with regulatory requirements applicable to such Broker-Dealer Subsidiary; and (iv) promptly, and in any event within five (5) days upon giving the same, copies of any notices regarding the violation by such Broker-Dealer Subsidiary of the Net Capital Rule (including, without limitation, any violation of the Early Warning Threshold).

(j)Additional Information.  Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(b)(ii), (d), (f), (g), (h) or (i) (to the extent any such documents or information are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 1.01(a); or (b) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which the Lender has access (whether a commercial, third-party website or whether sponsored by the Lender); provided that (i) the Borrower shall deliver paper copies of such documents to the Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Lender and (ii) the Borrower shall notify the Lender (by fax transmission or e-mail transmission) of the posting of any such documents and provide to the Lender by e-mail electronic versions (i.e., soft copies) of such documents.

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6.03Notices.

Promptly, but in any event within two (2) Business Days, the Borrower shall notify the Lender:

(a)of the occurrence of any Default;

(b)the occurrence of any event that has resulted or could reasonably be expected to result in a Material Adverse Effect;

(c)of the occurrence of any ERISA Event that has resulted or could reasonably be expected to result in an annual liability in excess of the Threshold Amount; and

(d)of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof.

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and to the extent applicable, stating what action the Borrower has taken and proposes to take with respect thereto.  Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04Payment of Obligations.

Each Loan Party shall, and shall cause each of its Subsidiaries to, pay and discharge as the same shall become due and payable, all its material obligations and liabilities, including (a) all federal income and material state income and other material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; and (b) all material lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary.

6.05Preservation of Existence, Etc.

(a)Each Loan Party shall, and shall cause each of its Subsidiaries (other than any Immaterial Subsidiary) to, preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05.

(b)Each Loan Party shall, and shall cause each of its Subsidiaries to, take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(c)Each Loan Party shall, and shall cause each of its Subsidiaries to, preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

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6.06Maintenance of Properties.

Each Loan Party shall, and shall cause each of its Subsidiaries to:

(a)maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, except where failure to do so could not reasonably be expected to have a Material Adverse Effect; and

(b)make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.07Maintenance of Insurance.

Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances by such other Persons, including, without limitation, terrorism insurance.

6.08Compliance with Laws.

Each Loan Party shall, and shall cause each of its Subsidiaries to:

(a)comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (ii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

(b)(i) maintain each Broker-Dealer Subsidiary’s (A) registration as registered “broker-dealers” under the Securities Exchange Act and under the Laws of each state in which such registration is required, except in such instances in which the failure to obtain such registration could not reasonably be expected to have a Material Adverse Effect, and (B) membership in FINRA, except, in each case, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (ii) cause each Broker-Dealer Subsidiary to comply with all rules and regulations of the SEC, the FINRA and any equivalent foreign self-regulatory body, in each case, applicable to it (including, without limitation, such rules and regulations dealing with the maintenance of minimum Net Capital under the Net Capital Rule), except, in each case, where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.09Books and Records.

Each Loan Party shall, and shall cause each of its Subsidiaries to:

(a)maintain proper books of record and account, in which full, true and correct entries in conformity in all material respects with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary, as the case may be; and

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(b)maintain such books of record and account in conformity in all material respects with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Loan Party or such Subsidiary, as the case may be.

6.10Inspection Rights.

Each Loan Party shall, and shall cause each of its Subsidiaries to, permit representatives and independent contractors of the Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (to the extent the Borrower’s officers are afforded a reasonable opportunity to participate), all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that (i) so long as no Event of Default then exists, except for one collective visit per calendar year (which shall be at the reasonable expense of the Borrower), all such visits and inspections shall be at the sole expense of the Lender and such visits and inspections shall occur no more frequently than semi-annually and (ii) when an Event of Default exists the Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and without advance notice.

6.11Use of Proceeds.

The Borrower shall use the proceeds of the Credit Extensions for general corporate purposes not in contravention of any Law or of any Loan Document.

6.12Material Contracts.

Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party shall, and shall cause each of its Subsidiaries to, perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, and enforce each such Material Contract in accordance with its terms.

6.13Covenant to Guarantee Obligations.

Within thirty (30) days (or such longer period of time as is agreed to by the Lender in its sole discretion) after the acquisition or formation of any Subsidiary (it being understood that any Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to be the acquisition of a Subsidiary for purposes of this Section 6.13), the Borrower shall notify the Lender of the acquisition or formation thereof and cause such Person (other than an Excluded Subsidiary) to become a Guarantor hereunder by way of execution of a Joinder Agreement.  In connection with the foregoing, the Loan Parties shall deliver to the Lender, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b) and (f), Section 6.14 and, upon the request of the Lender, favorable opinions of counsel to such Person (which should cover, among other things, the legality, binding effect and enforceability), all in form, content and scope satisfactory to the Lender.

6.14Covenant to Give Security.

Except with respect to Excluded Property, each Loan Party will cause (a) one hundred percent (100%) of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any CFC Holdco) directly owned by any Loan Party and (b) Equity Interests representing sixty five percent (65%) of the total combined voting power of all issued and outstanding Equity Interests entitled to vote (within

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the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each CFC Holdco directly owned by a Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Lender; provided, however, it is understood and agreed that the Loan Parties shall not be required to cause the Lender’s security interests on the Collateral to be perfected under the Laws of the jurisdiction of organization of any Foreign Subsidiary unless and until, as of any date of determination, either (as shown on the Compliance Certificate delivered by the Borrower pursuant to Section 6.02(b)) (x) the Consolidated Fixed Charge Coverage Ratio for the Measurement Period most recently ended prior to such date was less than 1.35 to 1.00 or (y) Consolidated EBITDA was less than $135,000,000 for the Measurement Period most recently ended prior to such date.  If either of the conditions specified in clauses (x) or (y) of the proviso set forth in the immediately preceding sentence are satisfied, the Borrower shall be required, at the Lender’s written request, to execute and deliver (or cause the applicable Loan Party to execute and deliver) such pledge agreements or other collateral documents in the applicable foreign jurisdiction(s) as the Lender may reasonably determine to cause the Lender’s security interest in the uncertificated Equity Interests of any Material Foreign Subsidiary to be perfected under the laws of such foreign jurisdiction, together with such opinions of counsel and other deliverables as the Lender may reasonably request.  It is understood and agreed that the Loan Parties shall have one hundred and eighty (180) days (from the date of Lender request) to comply with the requirements of the immediately preceding sentence.

6.15Further Assurances.

Promptly upon request by the Lender, the Loan Parties shall (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Lender may reasonably require from time to time in order to (i) carry out more effectively the provisions of the Loan Documents, (ii) to the fullest extent permitted by applicable Law and required by Section 6.14, subject any Loan Party’s properties, assets, rights or interests to the Liens now or hereafter purported to be covered by any of the Collateral Documents, (iii) subject to the express limitations set forth in Section 6.14, perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party is or is to be a party.

6.16Anti-Corruption Laws.

Each Loan Party shall, and shall cause each of its Subsidiaries to, conduct its business in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions with jurisdiction over the Borrower or any of its Subsidiaries and maintain policies and procedures designed to promote and achieve compliance with such laws.

6.17Broker-Dealer Subsidiary Deposit Account.

The Borrower shall cause each Broker-Dealer Subsidiary to calculate its Net Capital Overage as of the last day of each fiscal quarter, which calculation shall be made in connection with such Broker-

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Dealer’s Quarterly FINRA Focus Report, but in any event no later than thirty (30) days after the last day of such fiscal quarter.  If, as of the last day of any fiscal quarter, Net Capital Overage is greater than $0, the Borrower shall cause each Broker-Dealer Subsidiary with such Net Capital Overage to deposit such Net Capital Overage promptly in the Broker-Dealer Subsidiary Deposit Account; provided, that, to the extent that applicable Laws require FINRA approval with respect to any such deposit, the Borrower’s obligations under this Section 6.17, including without limitation its obligation to cause any Broker-Dealer Subsidiary to make any such deposits, shall be conditioned upon the Borrower’s receipt of FINRA approval with respect to each such deposit.

ARTICLE VII

NEGATIVE COVENANTS

Each of the Loan Parties hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:

7.01Liens.

Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the following (the “Permitted Liens”):

(a)Liens pursuant to any Loan Document;

(b)Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements, refinancings, restructurings or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any such renewal, replacement, refinancing, restructuring or extension of the underlying Indebtedness and by an amount equal to any existing commitments unutilized under the underlying Indebtedness and (iii) the direct or any contingent obligor with respect thereto is not changed;

(c)Liens for Taxes not yet delinquent or which are being contested in compliance with Section 6.04;

(d)Liens securing carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens imposed by Law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, and which (i) do not in the aggregate materially detract from the value of the property of the Borrower and its Subsidiaries, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Borrower and its Subsidiaries, taken as a whole and (ii) if they secure obligations that are then due and unpaid, are being contested in compliance with Section 6.04;

(e)Liens (other than any Lien imposed by ERISA) (i) imposed by requirements of Law or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation, or (ii) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided, that, (A) with respect to clauses (i) and (ii), such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in

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accordance with GAAP and (B) to the extent such Liens are not imposed by requirements of Law, such Liens shall in no event encumber any property other than cash and Cash Equivalents issued to support payment of such obligations;

(f)easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(g)Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) or attachments, in each case, not constituting an Event of Default;

(h)Liens securing Indebtedness permitted under Section 7.02(c); provided, that: (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness together with any accessions thereto and proceeds thereof, and (ii) such Liens attach to such property concurrently with or within one hundred eighty (180) days after the acquisition thereof;

(i)Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any Subsidiary in the ordinary course of business;

(j)bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents, investment property and UK Cash Management Investments on deposit in one or more accounts maintained by the Borrower or any Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

(k)the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;

(l)Liens created, incurred or assumed by any Broker-Dealer Subsidiary upon assets owned by such Broker-Dealer Subsidiary or held for such Broker-Dealer Subsidiary’s account to secure Indebtedness permitted under Section 7.02(g);

(m)Liens securing Indebtedness permitted pursuant to Section 7.02(i); provided, that, (i) such Lien is not created in contemplation of or in connection with such acquisition, (ii) such Lien shall not apply to any other property of the Borrower or any Subsidiary (other than improvements on the property subject thereto and proceeds thereof), (iii) such Lien shall secure only those obligations it secures on the date of acquisition, and (iv) such Lien shall be subordinated to the Liens created pursuant to the Collateral Documents on terms acceptable to the Lender;

(n)licenses, sublicenses, leases or subleases granted to third Persons by the Borrower or its Subsidiaries or to the Borrower or its Subsidiaries by a third Person in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Subsidiaries;

(o)Liens solely on any cash earnest money deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement with respect to a Permitted Acquisition or an Investment permitted by Section 7.03; provided, that, not more than ten (10%) of the purchase price in respect of such letter of intent or purchase agreement has been deposited as a cash earnest money deposit;

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(p)Liens on assets of Foreign Subsidiaries; provided, that, (i) such Liens do not extend to, or encumber, assets that constitute Collateral, and (ii) such Liens extending to the assets of any Foreign Subsidiary secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 7.02(n);

(q)Liens of the Lender on cash collateral posted by the Borrower securing its obligations under those certain letters of credit permitted by Section 7.02(o); and

(r)other Liens not permitted by the foregoing clauses of this Section 7.01 securing Indebtedness or other obligations permitted pursuant to this Agreement in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding; provided, that, no such Lien shall extend to or cover any Collateral.

7.02Indebtedness.

Create, incur, assume or suffer to exist any Indebtedness, except:

(a)Indebtedness under the Loan Documents;

(b)(i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any renewals, replacements, refinancings, restructurings or extensions thereof; provided that (A) the property that is collateral for such Indebtedness is not changed, (B) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any such renewal, replacement, refinancing, restructuring or extension of the underlying Indebtedness and by an amount equal to any existing commitments unutilized under the underlying Indebtedness, and (C) the direct or any contingent obligor with respect thereto is not changed; (ii) unsecured Indebtedness under the Subordinated Note, and (iii) unsecured Indebtedness under the FRAM Notes;

(c)Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations to finance the purchase of fixed or capital assets within the limitations set forth in Section 7.01(h) and refinancings, renewals, replacements, restructurings and extensions thereof; provided, that, (i) the aggregate principal amount of all such Indebtedness for all such Persons taken together shall not exceed $5,000,000 at any one time outstanding, (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, and (iii) no such Indebtedness shall be refinanced, renewed, replaced, restructured or extended for a principal amount in excess of the principal balance outstanding thereon at the time of such renewal, replacement, refinancing, restructuring or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and reasonable fees and expenses, in each case, incurred in connection with any such renewal, replacement, refinancing, restructuring or extension;

(d)intercompany Indebtedness (“Intercompany Debt”) permitted under Section 7.03; provided, that, in the case of Indebtedness owing by a Loan Party to any Subsidiary that is not a Loan Party, (i) such Indebtedness shall be subordinated to the Secured Obligations in a manner and to the extent reasonably acceptable to the Lender, and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to and after giving effect to such prepayment;

(e)obligations (contingent or otherwise) existing or arising under any Swap Contract; provided, that, (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap

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Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(f)Guarantees with respect to Indebtedness of any Loan Party permitted under this Section 7.02; provided, that, if the Indebtedness being Guaranteed is subordinated to the Secured Obligations, such Guarantee shall be subordinated to the Guaranty on terms at least as favorable to the Lender as those contained in the subordination of such Indebtedness;

(g)Indebtedness incurred by Broker-Dealer Subsidiaries under customary terms in the ordinary course of business; provided, that, if any such Indebtedness is unsecured, the applicable Broker-Dealer Subsidiary holds, or will have the right to hold pursuant to pending securities transactions and in accordance with applicable laws and regulations, customer funds or unencumbered marketable securities sufficient, at the time of the securities transaction which gave rise to any such Indebtedness, to refinance such Indebtedness on a secured basis using such securities as collateral;

(h)Indebtedness of any Broker-Dealer Subsidiaries or any direct or indirect parent of any such Broker-Dealer Subsidiaries incurred to satisfy such Broker-Dealer Subsidiary’s determination of any requirement imposed at any time or from time to time by any Governmental Authority; provided, that, any such Indebtedness is not outstanding for longer than forty-five (45) days;

(i)Indebtedness of any Target acquired after the Closing Date in a Permitted Acquisition to the extent existing at the time of such Permitted Acquisition; provided, that, (i) such Indebtedness shall not have been incurred in contemplation of such Permitted Acquisition, (ii) the Borrower shall have delivered to the Lender a Pro Forma Compliance Certificate demonstrating that, upon giving Pro Forma Effect to the acquisition of such Indebtedness (and assuming for such purposes that such Indebtedness is fully drawn), the Consolidated Leverage Ratio is at least 0.25 to 1.0 less than the ratio required to be maintained at such time by Section 7.11(a), (iii) such Indebtedness is unsecured Indebtedness or secured Indebtedness that is secured only by assets of the Target and its Subsidiaries, and (iv) the aggregate principal amount of such Indebtedness shall not exceed $25,000,000 at any time outstanding (provided, further, that, the aggregate principal amount of such Indebtedness that is secured Indebtedness shall not exceed $10,000,000 at any time outstanding);

(j)Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, that, such Indebtedness is extinguished within five (5) Business Days of incurrence;

(k)Indebtedness consisting of the financing of insurance premiums in the ordinary course of business;

(l)Indebtedness arising in connection with contingent indemnification obligations of the Borrower and its Subsidiaries to financial institutions, in each case to the extent entered into in the ordinary course of business and on terms and conditions which are within the general parameters customary in the banking industry, entered into to obtain cash management services or deposit account overdraft protection services (in amount similar to those offered for comparable services in the financial industry) or other services in connection with the management or opening of deposit accounts or incurred as a result of endorsement of negotiable instruments for deposit or collection purposes;

(m)Indebtedness under performance, surety, appeal and return-of- money bonds or with respect to workers’ compensation claims, self-insurance obligations, and similar obligations, in each case incurred in the ordinary course of business;

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(n)Indebtedness incurred by Foreign Subsidiaries; provided, that, (i) the Borrower shall have delivered to the Lender a Pro Forma Compliance Certificate demonstrating that, upon giving Pro Forma Effect to the incurrence of such Indebtedness (and assuming for such purposes that such Indebtedness is fully drawn), the Consolidated Leverage Ratio is at least 0.25 to 1.0 less than the ratio required to be maintained at such time by Section 7.11(a), (ii) such Indebtedness has a maturity date that is at least ninety-one (91) days after the Maturity Date (and the terms of such Indebtedness shall not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the date that is ninety-one (91) days after the Maturity Date (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default)), and (iii) the aggregate principal amount of such Indebtedness shall not exceed $10,000,000 at any time outstanding;

(o)Indebtedness of the Borrower under letters of credit issued by the Lender that are in existence as of the Closing Date, in an aggregate amount not exceeding $2,500,000;

(p)Indebtedness under Secured Cash Management Agreements; and

(q)other Indebtedness in an aggregate principal amount not exceeding $5,000,000 at any time outstanding.

7.03Investments.

Make or hold any Investments, except:

(a)Investments held by the Borrower and its Subsidiaries in the form of cash or Cash Equivalents (or any other Investments by a Broker-Dealer Subsidiary in the ordinary course of business);

(b)advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $2,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

(c)(i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties, and (iv) additional Investments by the Borrower and its Subsidiaries in Subsidiaries that are not Loan Parties; provided, that, the aggregate amount of all such Investments permitted pursuant to clause (c)(iv) shall not exceed $5,000,000;

(d)Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(e)Guarantees permitted by Section 7.02 (other than by reference to this Section 7.03 (or any clause hereof));

(f)Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03;

(g)Permitted Acquisitions;

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(h)Investments in securities of trade creditors, customers and other obligors in the ordinary course of business received in connection with the settlement of debts, the satisfaction of judgments, settlements, compromises or resolutions of litigation, arbitration or other disputes, upon foreclosure or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors, customers or other obligors;

(i)(i) Investments by any Loan Party or a Broker-Dealer Subsidiary in a Broker-Dealer Subsidiary, and (ii) Investments by any Loan Party or any Broker-Dealer Subsidiary in the form of the purchase by such Person of any Investment held by a Broker-Dealer Subsidiary, in each case, with the intent of permitting such Broker-Dealer Subsidiary to finance the working capital needs of such Broker-Dealer Subsidiary or to comply with requirements of Section 7.20; provided, that, the aggregate amount of all such Investments (other than Investments made to cause a Broker-Dealer Subsidiary to be in compliance with Section 7.20) shall not exceed $50,000,000 at any one time outstanding;

(j)Swap Contracts permitted by Section 7.02(e);

(k)Investments by Houlihan Lokey UK made pursuant to the UK Cash Management Agreement in an aggregate amount not to exceed $150,000,000 at any one time outstanding (“UK Cash Management Investments”);

(l)Investments in joint ventures made after the Closing Date in an aggregate amount not to exceed $5,000,000 at any one time outstanding;

(m)good faith cash earnest money deposits in connection with any letter of intent or purchase agreement with respect to a Permitted Acquisition or an Investment permitted by this Section 7.03; provided, that, not more than ten (10%) of the purchase price in respect of such letter of intent or purchase agreement has been deposited as a cash earnest money deposit;

(n)deposits in connection with obligations in respect of the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capitalized Leases), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business for sums not more than ninety (90) days overdue or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP;

(o)deposits in the ordinary course of business consistent with past practices to secure the performance of operating leases and payment of utility contracts;

(p)Investments arising out of the receipt by the Borrower or any of its Subsidiaries of non-cash consideration for the sale of assets permitted under Section 7.05; and

(q)other Investments not otherwise permitted by this Section 7.03 in an aggregate amount not to exceed $10,000,000 at any one time outstanding.

7.04Fundamental Changes.

Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, that, notwithstanding the foregoing provisions of this Section 7.04 but subject to the terms of Sections 6.13 and/or 6.14, (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Loan Party other than the Borrower may merge or consolidate with any other Loan

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Party other than the Borrower, (c) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any Loan Party provided that the continuing or surviving corporation is such Loan Party (or shall be a Person organized under the Laws of the United Sates and shall become a Loan Party hereunder), (d) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any other Subsidiary that is not a Loan Party, (e) the Borrower or any Subsidiary may merge or consolidate with a Target or any Subsidiary of a Target in connection with an Investment permitted pursuant to Section 7.03; provided, that, (i) if the Borrower is a party to such merger or consolidation, the Borrower shall be the continuing or surviving corporation, and (ii) if a Loan Party other than the Borrower is a party to such merger or consolidation, the continuing or surviving corporation shall be a Loan Party (or shall be a Person organized under the Laws of the United Sates and shall become a Loan Party hereunder), (f) the Borrower and any Subsidiary may engage in a Permitted Transfer, an Investment permitted by Section 7.03 or make a Restricted Payment permitted by Section 7.06 (in each case other than by reference to this Section 7.04 (or any clause hereof)), and (g) any Subsidiary of the Borrower may be dissolved or liquidated so long as (i) such dissolution or liquidation, as applicable, could not reasonably be expected to have a Material Adverse Effect and (ii) the residual assets of such Subsidiary shall be transferred to its parent company (provided, that, if the transferor thereof is a Loan Party, the transferee thereof shall be a Loan Party).

7.05Dispositions.

Make any Disposition, except:

(a)Permitted Transfers;

(b)Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(c)Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

(d)Dispositions permitted by Section 7.04;

(e)Dispositions of property in a Sale and Leaseback Transaction that is permitted by Section 7.13;

(f)transfers of property subject to Involuntary Dispositions (if consensual, upon receipt of the net cash proceeds of such Involuntary Disposition); and

(g)other Dispositions so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition or would result therefrom, (ii) at least seventy-five percent (75%) of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of (provided, however, that for the purposes of this clause (ii), any liabilities (as shown on the Borrower’s most recent balance sheet provided hereunder) of the Borrower or the applicable Subsidiary (other than liabilities that are by their terms subordinated to the Secured Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing (unless such release is not required in order for the Borrower or the applicable Subsidiary to be fully released for all of their obligations with respect to such Indebtedness) shall be deemed to be cash), (iii) such transaction does not involve the sale or other disposition of a minority Equity Interests in any

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wholly-owned Subsidiary, (iv) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section, and (v) the aggregate net book value of all of the assets sold or otherwise Disposed of by the Loan Parties and their Subsidiaries in all such transactions (A) occurring in any fiscal year shall not exceed $10,000,000, and (B) occurring after the Closing Date shall not exceed $20,000,000.

7.06Restricted Payments.

Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

(a)each Subsidiary may make Restricted Payments to the Borrower or any Guarantor;

(b)pro rata dividends or other distributions made by a Subsidiary that is not a wholly owned Subsidiary to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation);

(c)so long as no Default or Event of Default shall have occurred and be continuing at the time of such Restricted Payment or would result therefrom, the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Qualified Capital Stock of such Person;

(d)with respect to an equity award granted pursuant to an equity incentive compensation plan to any current or former director, employee, independent contractor or other service provider, the Borrower or any of its Subsidiaries may (i) withhold Equity Interests to satisfy any applicable withholding tax obligations, in an amount not to exceed $10,000,000 in the aggregate in any fiscal year (calculated based on the value when the tax obligation arises) and (ii) on a cashless basis, withhold Equity Interests to satisfy any applicable exercise or purchase price; and

(e)the Borrower or any Subsidiary may make any Restricted Payment; provided, that, (i) the Borrower shall have delivered to the Lender a Pro Forma Compliance Certificate demonstrating that, upon giving Pro Forma Effect to such Restricted Payment, the Loan Parties are in compliance with the minimum Consolidated Fixed Charge Coverage Ratio then required by Section 7.11(b), and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Restricted Payment or would result therefrom.

7.07Change in Nature of Business.

Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business that is reasonably related, ancillary or complementary thereto or a reasonable extension thereof.

7.08Transactions with Affiliates.

Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) advances of working capital (i) by any Loan Party to any other Loan Party or (ii) by any Subsidiary that is not a Loan Party to any Loan Party or any other Subsidiary, (b) transfers of cash and assets (i) by any Loan Party to any other Loan Party or (ii) by any Subsidiary to any Loan Party or any other Subsidiary, (c) intercompany transactions (i) expressly permitted by Section 7.02, Section 7.03, Section 7.04, Section 7.05 or Section 7.06 (other than by reference to this Section 7.08

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(or any clause hereof)) or (ii) solely among the Loan Parties and the Subsidiaries, (d) reasonable and customary officer, director and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and reasonable indemnification and severance arrangements, in each case in the ordinary course of business, (e) issuances of Qualified Capital Stock of the Borrower to any officer, director, or employee of the Borrower or any of its Subsidiaries, (f) the Subordinated Note and the UK Cash Management Documents, (g) the Borrower or the Subsidiaries may provide customary corporate and cash management services to the Subsidiaries, and (h) except as otherwise specifically prohibited in this Agreement, other transactions which are entered into on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate.

7.09Burdensome Agreements.

Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) to act as a Loan Party; (ii) make Restricted Payments to any Loan Party, (iii) pay any Indebtedness or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party, or (v) create any Lien upon any of their properties or assets, whether now owned or hereafter acquired to secure the Secured Obligations, or (b) requires the grant of any Lien on property for any obligation if a Lien on such property is given as security for the Secured Obligations except, (A) any such restrictions and conditions imposed by this Agreement or by any Loan Document, (B) in the case of clause (a)(v) only, for any document or instrument governing secured Indebtedness incurred pursuant to Section 7.02(c) (provided that any such restriction contained therein relates only to the asset or assets securing such Indebtedness), (C) customary restrictions and conditions contained in agreements relating to the Disposition of any property (including the Equity Interests in any Subsidiary) pending such Disposition, provided such restrictions and conditions apply only to the property that is to be sold (and the property owned by any Person whose Equity Interests are to be sold) and such Disposition is permitted under Section 7.05, (D) restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred under Section 7.02, (E) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (F) customary provisions in leases and other contracts restricting the assignment thereof and (G) restrictions imposed by applicable Law.

7.10Use of Proceeds.

Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

7.11Financial Covenants.

(a)Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower to be greater than 1.50 to 1.00.

(b)Consolidated Fixed Charge Coverage Ratio.  Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower to be less than 1.25 to 1.00.

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(c)Consolidated EBITDA.  Permit Consolidated EBITDA as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower to be less than $120,000,000.

7.12Amendments of Organization Documents; Fiscal Year; Legal Name, State of Organization; Form of Entity and Accounting Changes.

(a)Amend any of its Organization Documents in any manner materially adverse to the Lender;

(b)change its fiscal year without the prior written consent of the Lender;

(c)without providing ten (10) days prior written notice to the Lender (or such extended period of time as agreed to by the Lender), change its name, state of organization, form of organization or principal place of business; or

(d)make any material change in accounting policies or reporting practices, except as required by GAAP.

7.13Sale and Leaseback Transactions.

Enter into any Sale and Leaseback Transaction (except that the Borrower and its Subsidiaries may sell fixed or capital assets within one hundred eighty (180) days of the purchase thereof to the lender of any Indebtedness (or any Affiliate thereof) incurred in reliance on Section 7.02(c), in each case, in order to finance the purchase of such fixed or capital assets in reliance on Sections 7.02(c) and 7.01(h) and the lease-back of such fixed or capital assets by the Borrower or the applicable Subsidiary).

7.14Prepayments, Etc. of Indebtedness.

(a)Prepay, redeem, purchase, defease or otherwise satisfy or obligate itself to do so prior to the scheduled maturity thereof in any manner (including by the exercise of any right of setoff) (x) any subordinated Indebtedness, including, for the avoidance of doubt, the Subordinated Note or (y) the FRAM Notes; provided, that, the Borrower shall be permitted to make prepayments under the Subordinated Note or the FRAM Notes so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of such prepayment or would result therefrom, and (ii) the Borrower shall have delivered to the Lender a Pro Forma Compliance Certificate demonstrating that, upon giving Pro Forma Effect to such prepayment, the Loan Parties are in compliance with the minimum Consolidated Fixed Charge Coverage Ratio then required by Section 7.11(b).

(b)Make any payment in violation of any subordination, standstill or collateral sharing terms of or governing any Indebtedness, except the prepayment of the Credit Extensions in accordance with the terms of this Agreement.

7.15Payment of Indebtedness under the Subordinated Note.

Make any scheduled principal or interest payment under the Subordinated Note (including, for the avoidance of doubt, any payment pursuant to Section 3 of the Subordinated Note); provided, that, the Borrower shall be permitted to make any such payment under the Subordinated Note so long as no Default or Event of Default shall have occurred and be continuing at the time of such payment or would result therefrom.

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7.16Amendment, Etc. of Indebtedness; Amendments to UK Cash Management Documents.

(a)Amend or modify, or permit the amendment or modification of, any provision of the Subordinated Note or the documentation governing the FRAM Notes, in each case in any manner that is adverse in any material respect to the interests of the Lender, or, in the case of the Subordinated Note, as to any provision of the Subordinated Note that requires the written consent of the Lender.

(b)(i) Amend or modify, or permit the amendment or modification of, any provision of any of the UK Cash Management Documents, in any case in any manner that is adverse in any material respect to the interests of the Lender, or (ii) release any guarantor from its obligations under the UK Cash Management Guarantee, except to the extent such release occurs in connection with the termination in full of the UK Cash Management Agreement in accordance with its terms.

7.17Ownership of Subsidiaries.

Notwithstanding any other provisions of this Agreement to the contrary, (a) establish, create or acquire any additional Subsidiaries without the prior written consent of the Lender; provided, that, without such consent, the Borrower may (i) establish or create one or more wholly-owned Subsidiaries of the Borrower or (ii) acquire one or more Subsidiaries, so long as, in each case, Sections 6.13 and/or 6.14 shall be complied with to the extent required by such Sections, (b) permit any Loan Party or any Subsidiary of any Loan Party to issue or have outstanding any shares of Disqualified Capital Stock, or (c) create, incur, assume or suffer to exist any Lien on any Equity Interests of any Subsidiary, except for Permitted Liens.

7.18Sanctions.

Directly or, to the knowledge of the Borrower, indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender or otherwise) of Sanctions.

7.19Anti-Corruption Laws.

Directly or, to the knowledge of the Borrower, indirectly, use any Credit Extension or the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions having jurisdiction over the Borrower or any of its Subsidiaries.

7.20Broker-Dealer Subsidiaries.

Permit the Net Capital of any Broker-Dealer Subsidiary at any time to be less than the amount required by applicable Law.

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ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

8.01Events of Default.

Any of the following shall constitute an Event of Default:

(a)Non-Payment.  The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) within three (3) Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five (5) Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

(b)Specific Covenants.  Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a), (b) or (c), 6.05(a) (solely with respect to the Borrower), 6.10, 6.11 or Article VII; or

(c)Other Defaults.  Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after the earlier to occur of: (i) a Responsible Officer of the Borrower becoming aware of such failure and (ii) written notice thereof being provided to the Borrower by the Lender; or

(d)Representations and Warranties.  Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be materially incorrect or misleading (or, if any such representation, warranty, certification or statement of fact is qualified by materiality or Material Adverse Effect, incorrect or misleading in any respect) when made or deemed made; or

(e)Cross-Default.  (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded;  or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided, that, this clause (B) shall not apply to secured Indebtedness that becomes due as a result of the Disposition or Involuntary Disposition of the property or assets securing such Indebtedness, if such Disposition or Involuntary Disposition is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in

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such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; or

(f)Insolvency Proceedings, Etc.  Any Loan Party or any Subsidiary thereof institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undismissed, undischarged or unstayed for sixty (60) consecutive calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) consecutive calendar days, or an order for relief is entered in any such proceeding; or

(g)Inability to Pay Debts; Attachment.  (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and remains unsatisfied, not released, not vacated or not fully bonded within thirty (30) consecutive days after its issue or levy; or

(h)Judgments.  There is entered against any Loan Party or any Subsidiary thereof (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of thirty (30) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect unless such judgment has been dismissed or vacated; or

(i)ERISA.  (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate annual amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

(j)Invalidity of Loan Documents.  Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations arising under the Loan Documents, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or

(k)Collateral Documents.  Any Collateral Document after delivery thereof pursuant to the terms of the Loan Documents shall for any reason cease to create a valid and perfected first priority Lien

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(subject to Permitted Liens) on the Collateral purported to be covered thereby, or any Loan Party shall assert the invalidity of such Liens; or

(l)Change of Control.  There occurs any Change of Control; or

(m)Subordination; Invalidity of Subordination Provisions.  Any of the subordination, standstill, payover and insolvency related provisions of any of the documents governing any subordinated Indebtedness (the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable subordinated Indebtedness, or (ii) the Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordination Provisions, (B) that the Subordination Provisions exist for the benefit of the Lender and the Secured Parties or (C) that all payments of principal of or premium and interest on the applicable subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.

If a Default shall have occurred under the Loan Documents, then such Default will continue to exist until it either is cured (to the extent specifically permitted) in accordance with the Loan Documents or is otherwise expressly waived by Lender as determined in accordance with Section 10.01; and once an Event of Default occurs under the Loan Documents, then such Event of Default will continue to exist until it is expressly waived by the Lender, as required hereunder in Section 10.01.

8.02Remedies upon Event of Default.

If any Event of Default occurs and is continuing, the Lender may take any or all of the following actions:

(a)declare the Commitment of the Lender to make Loans and L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b)declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c)require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and

(d)exercise all rights and remedies available to it under the Loan Documents or applicable Law or equity;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of the Lender to make Loans and L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Lender.

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8.03Application of Funds.

After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02) or if at any time insufficient funds are received by and available to the Lender to pay fully all Secured Obligations then due hereunder, any amounts received on account of the Secured Obligations shall, subject to the provisions of Section 2.12, be applied by the Lender in its sole discretion.  Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets.

ARTICLE IX

CONTINUING GUARANTY

9.01Guaranty.

Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Secured Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Secured Parties, arising hereunder or under any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all reasonable and documented costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof) (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law.  The Lender’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations.  This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

9.02Rights of Lender.

Each Guarantor consents and agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Secured Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Secured Obligations; (c) apply such security and direct the order or manner of sale thereof as the Lender in its sole discretion may determine; and (d) release or substitute one or more of any endorsers or

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other guarantors of any of the Secured Obligations; provided that no provision of this Section 9.02 will permit the Lender to amend any Loan Document that requires the consent of any Guarantor without the prior written consent of such Guarantor.  Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

9.03Certain Waivers.

Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties.  Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations.

9.04Obligations Independent.

The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Secured Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party.

9.05Subrogation.

No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Secured Obligations (other than contingent indemnification Secured Obligations for which no claim has been asserted) and any amounts payable under this Guaranty have been paid and performed in full and the Commitment is terminated.  If any amounts are paid to a Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to reduce the amount of the Secured Obligations, whether matured or unmatured.

9.06Termination; Reinstatement.

This Guaranty is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date.  Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or a Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Secured Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or

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preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction.  The obligations of each Guarantor under this paragraph shall survive termination of this Guaranty.

9.07Stay of Acceleration.

If acceleration of the time for payment of any of the Secured Obligations is stayed, in connection with any case commenced by or against a Guarantor or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointly and severally, immediately upon demand by the Secured Parties.

9.08Condition of Borrower.

Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).

9.09Appointment of Borrower.

Each of the Loan Parties hereby appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Lender to the Borrower shall be deemed delivered to each Loan Party and (c) the Lender may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower on behalf of each of the Loan Parties.

9.10Right of Contribution.

The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under applicable Law.

9.11Keepwell.

Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article IX voidable under applicable law relating to fraudulent

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conveyance or fraudulent transfer, and not for any greater amount).  The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations (other than contingent indemnification Secured Obligations for which no claim has been asserted) have been paid and performed in full.  Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

ARTICLE X

MISCELLANEOUS

10.01Amendments, Etc.

No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Lender and the Borrower or the applicable Loan Party, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

10.02Notices; Effectiveness; Electronic Communications.

(a)Notices Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax transmission or e-mail transmission as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, to the address, fax number, e-mail address or telephone number specified for the Borrower or any other Loan Party or the Lender on Schedule 1.01(a).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by fax transmission shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).  Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

(b)Electronic Communications.  Notices and other communications to the Lender hereunder may be delivered or furnished by electronic communication (including e-mail, FPML messaging and Internet or intranet websites) pursuant to procedures approved by the Lender.  The Lender or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Lender or the Borrower, as applicable, otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices and other communications posted to an Internet or intranet website shall be deemed received by the intended recipient upon the sender’s receipt of an acknowledgement by the intended recipient (such as by the “return receipt

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requested” function, as available, return email address or other written acknowledgement) indicating that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(c)Change of Address, Etc.  Each of the Borrower, any other Loan Party and the Lender may change its address, fax number or telephone number or e-mail address for notices and other communications hereunder by notice to the other parties hereto.

(d)Reliance by Lender.  The Lender shall be entitled to rely and act upon any notices (including, without limitation, telephonic or electronic notices, Loan Notices, Letter of Credit Applications and Notice of Loan Prepayment) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Loan Parties shall indemnify the Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party.  All telephonic notices to and other telephonic communications with the Lender may be recorded by the Lender, and each of the parties hereto hereby consents to such recording.

10.03No Waiver; Cumulative Remedies; Enforcement.

No failure by the Lender to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.04Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses.  The Loan Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Lender and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Lender), in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Lender), and shall pay all reasonable fees and time charges for attorneys who may be employees of the Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b)Indemnification by the Loan Parties.  The Loan Parties shall indemnify the Lender and each Related Party (each such Person being called an “Indemnitee”) against, and hold each Indemnitee

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harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee (including the reasonable and documented fees, charges and disbursements of (x) one primary counsel to the Indemnitees taken as a whole, (y) in the case of any actual or potential conflict of interest, one additional counsel to each group of similarly situated Indemnitees, (z) if and to the extent necessary (as determined by the Lender in its reasonable discretion), of special counsel in each relevant specialty and one local counsel in each relevant jurisdiction (and, in the case of any actual or potential conflict of interest, additional special and local counsel, as applicable)), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.  This Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c)Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except for direct or actual damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence, bad faith or willful misconduct.

(d)Payments.  All amounts due under this Section shall be payable not later than ten (10) Business Days after demand therefor.

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(e)Survival.  The agreements in this Section and the indemnity provisions of Section 10.02(d) shall survive the termination of the Commitments and the repayment, satisfaction or discharge of all the other Secured Obligations.

10.05Payments Set Aside.

To the extent that any payment by or on behalf of the Borrower is made to the Lender, or the Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.

10.06Successors and Assigns.

(a)Generally. This Agreement is binding on each Loan Party’s and the Lender’s successors and assignees; provided that (i) each Loan Party agrees that, except in a transaction expressly permitted pursuant to this Agreement, it may not assign this Agreement without the Lender’s prior written consent and (ii) the Lender agrees that, unless an Event of Default shall have occurred and be continuing, it may not assign all or any portion of its rights and obligations hereunder without the Borrower’s prior written consent (such written consent not to be unreasonably withheld or delayed) (provided, further, that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Lender within ten (10) Business Days after having received written notice thereof).  The Lender may sell participations in or (subject to clause (ii) of the immediately preceding sentence) assign this loan, and, subject to the provisions of Section 10.07, may exchange information about the Loan Parties with actual or potential participants or assignees.  If a participation is sold or the loan is assigned, the purchaser will have the right of set-off against the Borrower.

(b)Register.  The Borrower shall maintain at one of its offices in New York, New York a copy of each assignment delivered to it and a register for the recordation of the names and addresses of the Lender and its assignees, and the Commitment thereof, and principal amounts (and stated interest) of the Loan owing to, the Lender or any assignee pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive absent manifest error, and the Borrower, Lender and its assignees shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as the Lender hereunder for all purposes of this Agreement.

(c)Participations.  If the Lender sells any participation, it shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that the Lender shall not have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in the Commitment, the Loan, the Letters of Credit or any other Obligations) to any Person except to the extent that such disclosure is necessary to establish that the Commitment, the Loan, the Letters of Credit or the other Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

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10.07Treatment of Certain Information; Confidentiality.

(a)Treatment of Certain Information.  The Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and shall have a legal obligation to, or agree to, keep such Information confidential), (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement or (B) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to any Loan Party and its obligations, this Agreement or payments hereunder, (vii) on a confidential basis to any rating agency in connection with rating any Loan Party or its Subsidiaries or the credit facilities provided hereunder, (viii) with the prior written consent of the Borrower or (ix) to the extent the Information (1) becomes publicly available other than as a result of a breach of this Section or (2) becomes available to the Lender or any of its Affiliates on a nonconfidential basis from a source other than the Borrower or any Subsidiary.  For purposes of this Section, “Information” means all information received from any Loan Party or any Subsidiary relating to any Loan Party or any Subsidiary or any of their respective businesses, other than any such information that is available to the Lender on a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary, provided that, in the case of information received from any Loan Party or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

(b)Press Releases.  The Loan Parties and their Affiliates agree that they will not in the future issue any press releases or other public disclosure using the name of the Lender or its Affiliates or referring to this Agreement or any of the Loan Documents without the prior written consent of the Lender, unless (and only to the extent that) the Loan Parties or such Affiliate is required to do so under law and then, in any event the Loan Parties or such Affiliate will consult with such Person before issuing such press release or other public disclosure.

(c)Customary Advertising Material.  The Loan Parties consent to the publication by the Lender of customary advertising material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties.

10.08Right of Setoff.

If an Event of Default shall have occurred and be continuing, the Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to the Lender or its Affiliates, irrespective of whether

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or not the Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured, secured or unsecured, or are owed to a branch, office or Affiliate of the Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness.  The rights of the Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Lender or its Affiliates may have.  The Lender agrees to notify the Borrower promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.09Interest Rate Limitation.

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest contracted for, charged, or received by the Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.10Counterparts; Integration; Effectiveness.

This Agreement and each of the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Lender, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Lender and when the Lender shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Agreement or any other Loan Document, or any certificate delivered thereunder, by fax transmission or e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement or such other Loan Document or certificate.  Without limiting the foregoing, to the extent a manually executed counterpart is not specifically required to be delivered under the terms of any Loan Document, upon the request of any party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed counterpart.

10.11Survival of Representations and Warranties.

All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by the Lender, regardless of any investigation made by the Lender or on its behalf and notwithstanding that the Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force until the Facility Termination Date.

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10.12Severability.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.13Governing Law; Jurisdiction; Etc.

(a)GOVERNING LAW.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)SUBMISSION TO JURISDICTION.  THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE LENDER OR ANY RELATED PARTY IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS  AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)WAIVER OF VENUE.  EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,

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THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

10.14Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.15Subordination.

Each Loan Party (a “Subordinating Loan Party”) hereby subordinates the payment of all obligations and indebtedness of any other Loan Party owing to it, whether now existing or hereafter arising, including but not limited to any obligation of any such other Loan Party to the Subordinating Loan Party as subrogee of the Secured Parties or resulting from such Subordinating Loan Party’s performance under the Guaranty, to the payment in full in cash of all Secured Obligations.  If the Secured Parties so request, any such obligation or indebtedness of any such other Loan Party to the Subordinating Loan Party shall be enforced and performance received by the Subordinating Loan Party as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Secured Parties on account of the Secured Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement.  Without limitation of the foregoing, so long as no Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to Intercompany Debt; provided, that in the event that any Loan Party receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section, such payment shall be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Lender.

10.16No Advisory or Fiduciary Responsibility.

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that:  (a) (i) the services regarding this Agreement provided by the Lender and any Affiliate thereof are arm’s-length commercial transactions between the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Lender and its Affiliates, on the other hand, (ii) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated

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hereby and by the other Loan Documents; (b) (i) the Lender and its Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (ii) neither the Lender nor any of its Affiliates has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Lender and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Lender nor any of its Affiliates has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates.  To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Lender or any of its Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby.

10.17Electronic Execution.

The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Lender, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided, that, notwithstanding anything contained herein to the contrary the Lender is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Lender pursuant to procedures approved by it; provided, further, that without limiting the foregoing, upon the request of any party, any electronic signature shall be promptly followed by such manually executed counterpart.

10.18USA PATRIOT Act Notice.

The Lender hereby notifies the Borrower and the other Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow the Lender to identify each Loan Party in accordance with the Act.  The Borrower and the Loan Parties agree to, promptly following a request by the Lender, provide all such other documentation and information that the Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWER:	HOULIHAN LOKEY, INC.,
	a Delaware corporation
	By:	/s/ J. Lindsey Alley
	Name:	J. Lindsey Alley
	Title:	Chief Financial Officer
GUARANTORS:	HOULIHAN LOKEY FINANCIAL ADVISORS, INC.,
	a California corporation
	By:	/s/ J. Lindsey Alley
	Name:	J. Lindsey Alley
	Title:	Chief Financial Officer

LENDER:	BANK OF AMERICA, N.A.,
	as Lender
	By:	/s/ Tasneem Ebrahim
	Name:	Tasneem Ebrahim
	Title:	Senior Vice President

EX-10.7

Exhibit 10.7

AMENDED AND RESTATED TAX SHARING AGREEMENT

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 context may require, and referred to as “Group” in the collective).  Signatories to this Agreement may also include any corporation that may join in the filing of a return filed on a combined, unitary or any other basis with any other Member, at the Parent’s sole discretion, and this Agreement shall apply to the extent appropriate.

RECITALS

WHEREAS, Parent, OCAC, OREC, OCM and Fram Holdings, Inc., a Delaware corporation (“Fram”) entered into an Agreement dated January 1, 2006, governing the filing of tax returns and allocation of tax liabilities and tax benefits among such parties (the “Prior Agreement”);

WHEREAS, the parties hereto wish to amend and restate the Prior Agreement in its entirety in the form of this Agreement;

WHEREAS, Houlihan Lokey, Inc., a California corporation, merged with and into Houlihan Lokey, with Houlihan Lokey as the surviving corporation and such merger intended to be treated as a reorganization within the meaning of IRC Section 368(a)(1)(F) (the “HL F Reorg”);

WHEREAS, Houlihan Lokey shall distribute (i) its interests in Hacienda Holdings Three, LLC, a Delaware limited liability company (collectively, the “Non-Operating Assets”), (ii) a subordinated promissory note issued by Houlihan Lokey with an initial principal amount of $45 million (the “HL Subordinated Note”) and (iii) a note issued by Houlihan Lokey with an initial principal amount of $197.2 million (the “HL Placeholder Note”) to HLHZ Holding Company, LLC (“HLHZ”), which thereafter shall distribute the Non-Operating Assets, HL Subordinated Note and HL Placeholder Note to Fram, which thereafter shall distribute the Non-Operating Assets, HL Subordinated Note and HL Placeholder Note to the holders of outstanding shares of Common Stock of Fram (collectively the “Pre-IPO Distribution”);

WHEREAS, the shareholders of Fram shall contribute all the outstanding equity interests of Fram to NewCo in exchange for shares of NewCo representing 100 percent of the outstanding shares of NewCo (the “NewCo Exchange”);

WHEREAS, immediately following the NewCo Exchange, Fram shall convert into Fram Holdings, LLC, a Delaware limited liability company (“Fram LLC”), with the NewCo Exchange and such conversion intended to be treated as a reorganization within the meaning of IRC Section 368(a)(1)(F) (the “Fram F Reorg”), and, immediately thereafter, HLHZ shall distribute all of the issued and outstanding shares of Houlihan Lokey to Fram LLC, which immediately thereafter shall distribute all such shares to NewCo (the “HL Distribution”);

WHEREAS, immediately following the HL Distribution, NewCo shall distribute all of the issued and outstanding limited liability company interests of Fram LLC to Parent or an affiliate thereof, to repurchase the Class A Preferred stock of NewCo held by Parent (the “OCC Distribution”);

WHEREAS, immediately following the OCC Distribution, NewCo shall merge with and into Houlihan Lokey, the separate corporate existence of NewCo shall cease and Houlihan Lokey shall continue as the surviving corporation in such merger (the “HL Merger”), with the HL Merger intended to be treated as a reorganization within the meaning of IRC Section 368(a)(1)(A);

WHEREAS, the transactions contemplated hereby shall occur immediately prior to the closing of the initial public offering of Houlihan Lokey;

WHEREAS, Parent, as of this date, owns 100 percent of the issued and outstanding capital stock of OCAC, OREC and OCM, and indirectly owns more than 80 percent of the capital stock of Fram, and each Member is willing to be included in the filing of a consolidated federal income tax return for the year ended March 31, 2006 and beyond provided that Parent is willing to undertake the responsibilities regarding the preparation of, filing of and accounting with respect to such consolidated federal income tax return; and

WHEREAS, Parent and the Members each desire to compensate the other fully for their individual share of the consolidated tax liability and/or any tax benefits provided by them in the filing of the consolidated federal income tax return. It is the intent and desire of the parties hereto that a method be established:

(1)for allocating the consolidated “federal income tax liability” (as determined under Treasury Regulation Section 1.1502-2) of the Group among its Members (as required by IRC Section 1552(a));

(2)for reimbursing Parent for payment of such tax liability;

(3)for compensating any Member for use of its “net operating loss”, “net capital losses”, or “tax credits” in arriving at such consolidated tax liability;

(4)to provide for the allocation and payment of any refund arising from a carryback of net operating losses, capital losses or tax credits from prior or subsequent taxable years; and

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(5)to provide for the allocation and payment of taxes relating to (i) the Pre-IPO Distribution, (ii) the assets and businesses to be distributed to Parent in the OCC Distribution (the “OCC Business”), (iii) the OCC Distribution and (iv) all other assets and businesses of Houlihan Lokey and its subsidiaries not described in clauses (i) through (iii) (collectively, the “HL Business”).

NOW, THEREFORE, in consideration of the premises and the mutual promises and undertakings hereinafter provided, Parent and each Member hereby agree as follows:

1.CONSOLIDATED RETURN ELECTION

Each Member agrees to continue to join in the filing of a consolidated federal income tax return by Parent for the fiscal year ended March 31, 2006, and for any subsequent taxable periods for which the Group is required to file such a return, or is permitted to file such a return if Parent so deems it appropriate, provided that such Member is permitted by law to join in filing such a consolidated federal income tax return for such period.  Additionally, the Members agree that for fiscal years ending prior to March 31, 2006, the relevant provisions of this Agreement will be applied retroactively (i.e., in the event of tax adjustments as set forth in Paragraph 4).  It is recognized that in certain circumstances Parent may be allowed to terminate the filing of a consolidated income tax return; any termination decision may be made at the sole discretion of Parent.  The Members agree, to the extent not already done so, to execute and file such consents and Parent agrees to execute and file such consents, including for any Member’s newly acquired wholly-owned subsidiaries, elections and other documents and to take all such other actions as may be necessary or appropriate to carry out the purpose of this Agreement.  Any period for which the Members are included in a consolidated federal income tax return filed by Parent is referred to in this Agreement as a “Consolidated Return Year.”

2.LIABILITIES FOR CONSOLIDATED RETURN YEARS

The tax liability of the Group for any tax return filed on a consolidated, combined, unitary or similar basis shall be apportioned among the Members of the group in accordance with the ratio that the portion of the consolidated, combined, unitary or similar taxable income attributable to each Member of the group having taxable income bears to the consolidated, combined, unitary or similar Group taxable income; provided, however, that, for purposes of this Paragraph 2:

(a)any income related to the OCC Business and the OCC Distribution, including, for the avoidance of doubt, any gain recognized under IRC Section 311(b) and similar provisions of state and local tax law, shall not be treated as the taxable income of Fram, NewCo, Houlihan Lokey or any of their respective subsidiaries, but shall instead be treated as the taxable income of Parent;

(b)(i) any income related to the Pre-IPO Distribution, including, for the avoidance of doubt, any gain recognized under IRC Section 311(b) and similar provisions of state and local tax law, (ii) any income of Houlihan Lokey, Fram and NewCo resulting from (x) the HL F Reorg, (y) the Fram F Reorg and (z) the HL Merger (except, in

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each case of (x), (y) and (z), any such income attributable to the OCC Business and the OCC Distribution, which income shall be allocated as described under Paragraph 2(a) hereof), and (iii) any income recognized upon the HL Distribution (except any such income recognized as a result of either HLHZ or Fram LLC, at the time of the HL Distribution, being classified as a corporation for United States federal income tax purposes) shall, in each case of (i), (ii) and (iii), be allocated to Houlihan Lokey; and

(c)any liability for amounts that are required to be withheld as a result of the Pre-IPO Distribution under applicable law shall be allocated to Houlihan Lokey.

The Members each agree to make quarterly estimated income tax payments to Parent for consolidated federal or state income taxes based on the manner in which the quarterly tax liability of the consolidated Group is apportioned among the members of the group in accordance with the ratio which that portion of the consolidated taxable income attributable to each member of the Group having taxable income bears to the consolidated taxable income.  For federal income tax purposes, the Group will apply IRC Section 1552(a)(1).

The Members further agree to remit to Parent any tentative balance due on account of their federal income tax liability no later than the unextended due date of the income tax return (i.e., the fifteenth day of the third month following the close of the tax year).  At the time of filing of the consolidated federal (or state) tax returns (i.e., no later than the 15th day of the ninth month following year end, including extensions), Members agree to remit to Parent any final balance due for the year.  All remittances to Parent will be delivered so as to be received by Parent no less than 5 business days before Parent’s required due date to pay amounts to the appropriate tax authorities, whether or not Parent has any actual liability to a particular tax authority.  Parent agrees to refund Members any tax overpayment for the year (less any amount agreed to be applied to the subsequent years estimated tax) within 45 days of the filing of the consolidated federal return for the year.  Additionally, if a Member is entitled to a payment with respect to its net operating loss, etc. (as set forth in Paragraph 3), Parent agrees to pay this amount within 45 days of the filing of the consolidated federal return for the year or, in the case of a carryback claim, within 15 days from the receipt of the applicable tax refund.  Parent further agrees to indemnify and hold harmless Houlihan Lokey and its subsidiaries, Fram and NewCo  for (i) any taxes imposed on or measured by income that is treated as allocable to Parent pursuant to this Paragraph 2 or Paragraph 5 below, (ii) any taxes imposed on or measured by income that is otherwise related to the OCC Business or the OCC Distribution and (iii) any taxes imposed on or measured by income that is not treated as allocable to Houlihan Lokey or its subsidiaries, Fram or NewCo pursuant to this Paragraph 2 or Paragraph 5 below.  Houlihan Lokey agrees to indemnify and hold harmless Parent, OCAC, OREC, OCM, Fram LLC, HLHZ and their respective subsidiaries for (x) any taxes imposed on or measured by income that is treated as allocable to Fram, NewCo, Houlihan Lokey or any of their respective subsidiaries pursuant to this Paragraph 2 or Paragraph 5 below and (y) any taxes that are allocated to Houlihan Lokey pursuant to Paragraph 2(c).

3.TAX BENEFITS

If for any consolidated return year, any Member has a net operating loss, net capital loss, or generates a tax credit that reduces the consolidated federal tax liability of the Group (either

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for the current year or for a prior year in the case of a carryback) below the amount that would have been payable if that Member had not incurred such loss or generated such a tax credit, Parent agrees to give the member full federal tax benefit for the amount of such reduction.  Parent will pay such tax benefit to the Member no later than the time provided for in Paragraph 2.

If part or all of an unused consolidated net operating loss, net capital loss, tax credit, or similar type item, is allocated to a Member of the Group pursuant to Treasury Regulations Section 1.1502-79, and it is carried back, if utilized, or it is carried forward, whether or not utilized, to a year in which such Member filed a separate income tax return or a consolidated federal income tax return with another group, any refund or reduction in tax liability arising from the carryback or carryforward shall be retained by such Member and such item shall not enter into the calculation of liability to or from Parent in Paragraph 2 above or this Paragraph 3.  (If such refund or reduction goes to some entity other than the Member, then it is the responsibility of such other entity to have such amount paid over to the Member.)  Notwithstanding the above, Parent shall determine whether an election shall be made not to carry back any consolidated net operating loss arising in a consolidated return year (including any portion allocated to a Member under Treasury Regulations Section 1.1502-79) in accordance with IRC Section 172(b)(3).

4.TAX ADJUSTMENTS

In the event of any adjustment to the consolidated federal income tax returns which include Parent and the Members as filed (whether by reason of an amended return, claim for refund, and audit or adjustment by the Internal Revenue Service or any taxing authority, or by proper judicial action), the liability of Parent and the Members under Paragraphs 2 and 3 shall be redetermined to give effect to any such adjustment as if it had been made as part of the original computation of tax liability, and any payment thereby required under Paragraphs 2 and 3, by Parent to the Members or by the Members to Parent, as the case may be, shall be made within a reasonable time after assessment or agreement for payments of additional tax liability is made or refunds of taxes paid are received.  Such reasonable time shall generally be five days before the payment due date or expected payment date, or five days after refunds are received and each Member’s share has been determined.

If any interest is to be paid or received as a result of a consolidated tax deficiency or refund for a taxable year, such interest shall be allocated to the parties in the ratio each party’s change in tax liability bears to the total change in tax liability.  Any penalty shall be allocated upon the basis as Parent deems just and proper in view of all applicable circumstances.

The following additional provisions shall apply in the event of an examination by the Internal Revenue Service or any other foreign, state or local tax authority (hereinafter referred to collectively as “IRS”) with respect to any tax period for which such Member filed a consolidated tax return with Parent:

(a)It is agreed that Parent shall have the responsibility for conducting any IRS examination, provided, however, that if any such examination could adversely affect Houlihan Lokey or its subsidiaries, Parent shall (i) promptly inform Houlihan Lokey

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regarding such examination, (ii) provide Houlihan Lokey with a reasonable opportunity to participate in such examination, and (iii) not effect a settlement or compromise of such matter that could adversely affect Houlihan Lokey or its subsidiaries without the consent of Houlihan Lokey, which consent shall not be unreasonably withheld.

(b)Each Member agrees that it will inform Parent promptly of all questions raised by the IRS conducting an examination of tax returns and shall cooperate with Parent’s accountants, tax advisors and counsel in working with the IRS in response to adjustments proposed by the IRS.

(c)Each Member agrees that any adjustment to its tax liability out of an examination by the IRS shall be computed on the basis of agreements reached by Parent and the IRS.

(d)Each Member hereby waives any and all present and future claims against Parent relating to any compromise, arrangement or agreement between Parent and the IRS based upon an allegation that such compromise, arrangement or agreement improperly causes an overstatement of its liability to Parent or that such Member could have reached a more favorable agreement with the IRS on a separate company basis, unless such overstatement results from gross negligence or fraudulent conduct on the part of Parent, its agents or representatives.

5.STATE, LOCAL AND FOREIGN TAXES

To the extent that Members file a state, local or foreign consolidated, combined, unitary or similar type returns with Parent and which combine Members’ items, or that the filing position of one Member may affect another Member’s tax liability, Parent may extend the provisions of this Agreement to apply to such filings when it otherwise would not apply, or choose not so to extend the provisions of this agreement, in either case when it deems reasonable after considering the effects on the Members as a whole. If such authority is undertaken by Parent, it is agreed that the concepts set forth in this Agreement will apply for purposes of allocating and determining such tax liabilities and benefits. It is understood that such authority may apply to income and franchise taxes, as well as other types of taxes that include in their determination of tax an amount representing a tax based on income. The Members understand that the treatment of items on returns requires the consistent application of tax principles. In the case of consolidated, combined or separate state or local income or franchise tax filings, Members agree to fund tax payments at the direction of Parent and may do so a manner similar to that provided for funding the consolidated federal tax payments. Parent may also fund payments on behalf of Members and seek reimbursement through normal intercompany settlements. Members agree to inform Parent promptly regarding any inquiries they receive from state, local, or foreign tax authorities.

6.PARENT’S RESPONSIBILITIES

Parent agrees that it will prepare and file timely (including any properly obtained extensions of time) all returns which are required by the IRC and Treasury Regulations (or applicable state or foreign authorities) promulgated thereunder to be filed by members of groups filing consolidated federal, foreign or state income tax returns for which both Parent and one or

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more Members is a member. Parent will pay all liabilities for federal income taxes reflected thereon and may pay certain liabilities for state or foreign income tax purposes, provided, however, that quarterly tax estimates established by the Members for the purpose of paying income taxes for any tax year and any final income tax liabilities computed under the standards set forth in this agreement shall be transferred to Parent pursuant to the provisions of Paragraph 2 herein, permitting Parent to have funds to satisfy any income taxes for which the Members would be liable.  Parent may with reasonable notice delegate this responsibility to the Members as appropriate (particularly in the case of foreign taxes or subsidiaries).

7.BOOKS AND RECORDS

Each of Parent and each Member agrees that it will prepare and maintain all books, records and accounts which are required by the IRC and Treasury Regulations promulgated thereunder (and appropriate state and foreign authorities) to be prepared or maintained by members of groups filing income tax returns with Parent including, but not limited to, all books, records and accounts with regard to intercompany transactions and earnings and profits.  For this purpose books and records include records on electronic media such as computer disks, other magnetic or electronic media, microfiche or any other storage medium.

8.SUBSIDIARIES OF MEMBERS

The determination of the pro-rata tax liability or benefit allocated to a Member for a consolidated return year will include the activity of the Member’s wholly-owned subsidiaries on the subgroup basis. Additions to or deletions from a subgroup will be made as deemed appropriate by Parent.

9.TAX LAW CHANGES

Any alteration, modification, addition, deletion, or other change in the consolidated income tax return provisions of the IRC or the Treasury Regulations thereunder shall automatically be applicable to this Agreement mutatis mutandis.

10.AVAILABILITY OF DOCUMENTS

All material, to the extent appropriate, including, but not limited to returns, supporting schedules, work papers, correspondence, and other documents relating to the consolidated federal income tax returns filed for a taxable year during which this Agreement was in effect and including Parent as a member shall be made available to any party to this Agreement during regular business hours for a minimum period equal to applicable federal record retention requirements (but in no event shall records be destroyed less than 10 years after the end of the fiscal year).

11.NEW MEMBERS

The Members hereto specifically recognize that from time to time other entities may become Members of the Group and hereby agree that such new Members may become parties to this

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Agreement by executing the master copy of this Agreement, or duplicate copies thereof, or by joining in the filing of the consolidated return for the year.

12.CONTINUITY OF AGREEMENT

Failure of one or more parties hereto to qualify by meeting the definition of Member of the Group shall not operate to terminate this Agreement with respect to the other parties as long as two or more parties hereto continue so to qualify.  Any Member which leaves the Group shall continue to be bound by this Agreement with respect to tax years for which it was a Member, to the extent appropriate.

13.ATTRIBUTES AND BENEFITS OF MEMBERS THAT HAVE LEFT THE GROUP

If a Member has left the Group and has a carryback to a tax year during which it was a Member, no liability shall exist under Paragraph 3 above nor any payment be made to the former member and any benefit shall be the property of Parent, except to the extent the carryback actually reduces the consolidated federal tax liability of the Group for any year below the amount that would have been payable if that former Member did not have such a carryback.  Furthermore, Parent and each Member agree that upon leaving the group, the Member will receive no allocation of tax attributes (i.e., net operating loss carryovers, etc.) except to the extent agreeable by Parent or required to be allocated to the Member under the IRC or Treasury Regulations.  Similarly, no allocation of state tax attributes shall be made to departing Members upon leaving the Group, except to the extent agreeable by Parent or required to be allocated to the Member under state tax rules and regulations.

14.TAX TREATMENT OF REORGANIZATIONS

The parties hereto intend that (i) the HL F reorg be treated as a reorganization within the meaning of IRC Section 368(a)(1)(F), (ii) the Fram F Reorg be treated as a reorganization within the meaning of IRC Section 368(a)(1)(F), and (iii) the HL Merger be treated as a reorganization within the meaning of IRC Section 368(a)(1)(A).  No party hereto shall take any action, or fail to take any action, which is inconsistent with such treatment, unless required by a final “determination” within the meaning of IRC Section 1313(a).  In pursuance of the foregoing, and except as provided in the preceding sentence, the parties will report the HL F Reorg as a reorganization within the meaning of IRC Section 368(a)(1)(F), the Fram F Reorg as a reorganization within the meaning of IRC Section 368(a)(1)(F), and the HL Merger as a reorganization within the meaning of IRC Section 368(a)(1)(A), and in each case will comply with all reporting and recordkeeping obligations of such reorganization as set forth in the IRC and the Treasury Regulations promulgated thereunder, including the recordkeeping and information filing requirements of Treasury Regulation Section 1.368-3.

Parent represents that HLHZ is treated as an entity that is disregarded as separate from its owner for all applicable income tax purposes.  Parent shall cause Fram to convert into Fram LLC pursuant to Section 18-214 of the Delaware Limited Liability Company Act, effective after the NewCo Exchange but prior to the HL Distribution, and represents that upon the effectiveness of such conversion, Fram LLC is treated as an entity that is disregarded as

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separate from its owner for all applicable income tax purposes.  No party hereto shall take any action, or fail to take any action, which is inconsistent with such treatment of HLHZ and Fram LLC, unless required by a final “determination” within the meaning of IRC Section 1313(a).

15.BINDING EFFECT

This Agreement shall be binding on and inure to the benefit of any successor, by merger, acquisition of assets or otherwise, to any of the parties thereto to the same extent as if such successor had been an original party to this Agreement; but no assignment shall relieve any party’s obligations hereunder without the written consent of the other parties to this Agreement.  Although it is intended that this agreement have as signatories all Members that are eligible to be signatories, any omission shall not have any effect on the binding nature of this Agreement as to the signatories thereto.

16.CONSTRUCTION

This agreement is to be construed in furtherance of the concepts embodied herein and if in the administration of it any provision is inconsistent therewith, then it shall be administered consistent with such concepts.  The Controller of Parent shall make determinations and apply the provisions of this Agreement in a manner that results in its appropriate application.  Any ambiguities shall be resolved without regard to which party drafted the Agreement.

17.DISPUTES

A dispute or difference between the Members with respect to the operation or interpretation of this Agreement shall be decided by Parent in a reasonable manner based upon a good faith interpretation of this Agreement and after giving consideration to the benefits and burdens of any such decision on the affected Members.  Any decision so made by Parent shall be final and binding to all Members to this Agreement.

18.GOVERNANCE LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

19.AMENDMENTS

This Agreement may be amended by the Parent without the consent of any Member if the effect of the amendment is to increase the tax payments to any Member (other than Parent) under this Agreement.

20.TAX TREATMENT OF PAYMENTS

All payments made hereunder by Parent to NewCo, Houlihan Lokey or their subsidiaries, on the one hand, and all payments made by NewCo, Houlihan Lokey or their subsidiaries to Parent, on the other hand, in each case when made after NewCo, Houlihan Lokey or their subsidiaries, as applicable, have ceased to be Members, shall be treated as having been made

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immediately prior to when NewCo, Houlihan Lokey or their subsidiaries, as applicable, ceased to be Members.

21.ENTIRE AGREEMENT

This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersede and terminate all prior agreements and understandings, both written and oral.

22.SEVERABILITY

In the event any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.  It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions hereof without including any of such which may hereafter be declared invalid, void or unenforceable.  In the event that any such term, provision, covenant or restriction is hereafter held to be invalid, void or unenforceable, the parties hereto agree to use their best efforts to find and employ an alternate means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.

23.WAIVER

Neither the failure nor any delay on the part of any party to exercise any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of the same or any other right, nor shall any waiver of any right with respect to any occurrence be construed as a waiver of such right with respect to any other occurrence.

24.SUCCESSORS AND ASSIGNS

All provisions of the Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

25.NO THIRD-PARTY BENEFICIARIES

This Agreement is solely for the benefit of the parties to this Agreement and their respective affiliates and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without this Agreement.

26.HEADINGS; REFERENCES

The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  All references herein to “Paragraphs” shall be deemed to be references to Paragraphs hereof unless otherwise indicated.

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27.COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, and all such counterparts shall together constitute one and the same instrument.

28.PREDECESSORS AND SUCCESSORS

To the extent necessary to give effect to the purposes of this Agreement, any reference to any corporation or other entity shall also include any predecessors or successors thereto, by operation of law or otherwise.

29.SPECIFIC PERFORMANCE

The parties hereto acknowledge and agree that irreparable damages will result if this Agreement is not performed in accordance with its terms, and each party agrees that any damages available at law for a breach of this Agreement would not be an adequate remedy.  Therefore, to the full extent permitted by applicable law, the provisions hereof and the obligations of the parties hereunder shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection therewith.

30.FURTHER ASSURANCES

Subject to the provisions hereof, the parties hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby.  Subject to the provisions hereof, each party shall, in connection with entering into this Agreement, performing its obligations hereunder and taking any and all actions relating hereto, comply with all applicable laws, regulations, orders and decrees, obtain all required consents and approvals and make all required filings with any governmental authority (including any regulatory or administrative agency, commission or similar authority) and promptly provide the other party with all such information as it may reasonably request in order to be able to comply with the provisions of this sentence.

31.SETOFF

All payments to be made by any party under this Agreement shall be made without setoff, counterclaim or withholding, all of which are expressly waived.

32.EXPENSES

Except as specifically provided in this Agreement, each party agrees to pay its own costs and expenses resulting from the fulfillment of its respective obligations hereunder.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

ORIX USA Corporation
By:	/s/ Paul E. Wilson
Name: Paul E. Wilson
Title: Chief Financial Officer
HL Transitory Merger Company, Inc. and subsidiaries
By:	/s/ J. Lindsey Alley
Name: J. Lindsey Alley
Title: Chief Financial Officer
Houlihan Lokey, Inc. and subsidiaries
By:	/s/ J. Lindsey Alley
Name: J. Lindsey Alley
Title: Chief Financial Officer
ORIX Capital Markets, LLC
By:	/s/ Paul E. Wilson
Name: Paul E. Wilson
Title: Chief Financial Officer
ORIX Commercial Alliance Corporation
By:	/s/ Paul E. Wilson
Name: Paul E. Wilson
Title: President and Treasurer
ORIX Real Estate Capital, Inc.
By:	/s/ Paul E. Wilson
Name: Paul E. Wilson
Title: Chief Financial Officer

EX-10.8

Exhibit 10.8

CASH MANAGEMENT AGREEMENT

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”).

WITNESSETH:

WHEREAS, HL UK desires to from time to time advance its cash to OGC, and may demand repayment of some or all of the balance of such advanced amounts as necessary for cash management purposes; and

WHEREAS, in furtherance thereof HL UK and OGC desire to enter into this Agreement whereby HL UK may from time to time advance funds to OGC in the amount of up to USD $150 million on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants, undertakings, representations and warranties set forth herein, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby mutually acknowledged, the parties hereto agree as follows:

ARTICLE 1  — DEFINED TERMS

Certain capitalized terms used but not otherwise defined in this Agreement are defined in the Glossary of Defined Terms attached as Exhibit A. Unless otherwise expressly provided or unless the context otherwise requires, such defined terms shall have the meaning specified in the Glossary of Defined Terms or in this Agreement and in any other document related to this transaction which expressly incorporates such Glossary or this Agreement by reference.

ARTICLE 2  — COMMITMENT

2.1Commitment and Use. Subject to the terms and conditions of this Agreement, during the term of this Agreement, HL UK may advance funds to OGC (each an “Advance”, and collectively, the “Advances”), and OGC may accept such Advances in an aggregate amount not to exceed USD $150 million at any time outstanding (“Commitment”).

2.2Terms.

All Advances under the Commitment shall be subject to the following conditions:

(a)at any time HL UK may deliver to OGC a request to accept an Advance hereunder in any amount (subject to Section 2.2(d) below), which request  must be delivered at least three (3) Business Days prior to the date of the intended Advance;

(b)the intended Advance shall be made by HL UK only if OGC agrees to accept such Advance;

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(c)no Advance shall be made to the extent that an Event of Default shall exist and be continuing (which, to the extent it may be remedied, has not been remedied to the satisfaction of the parties hereto) on the date of the intended Advance;

(d)such Advance shall only be in a multiple of USD $100,000;

(e)no Advance, when aggregated with all previous Advances still outstanding, shall cause the total outstanding aggregate amount of all Advances to exceed the Commitment.

2.3Term of this Agreement. The term of this Agreement shall run from the date hereof until the earliest of (i) the Maturity Date, and (ii) the date on which obligations under this Agreement become due and payable pursuant to Section 5.6(a) or otherwise.

ARTICLE 3  — THE ADVANCES

3.1The Advances. Subject to the provisions of Section 2.2, HL UK shall make Advances under the Note. OGC’s obligations with respect to the Advances will be evidenced and established by this Agreement and the Note; however, in the event of any conflict or inconsistency between the terms of this Agreement and the Note, the terms of the Note shall prevail. Monies representing Advances made under this Agreement may be advanced, withdrawn and re-advanced (where offered by HL UK), provided that the aggregate outstanding amount of the Advances shall be paid in full on or before the Termination Date.

3.2Note. The obligation of OGC to repay the Advances shall be evidenced by the Note, which Note shall: (a) be dated as of even date herewith; (b) be in the original aggregate amount not to exceed the Commitment; (c) bear interest in respect of amounts outstanding under any Advance for the period from the date of the making of the relevant Advance until the Advance is repaid in full at the rate(s) set forth in Section 3.3; (d) be payable as to interest on each Payment Date; (e) be payable as to the Advance balances as set forth in Section 3.5; (f) be entitled to the benefits of this Agreement; and (g) be substantially in the form of Exhibit B attached hereto, with blanks appropriately completed in conformity herewith.

3.3Interest. Subject to Section 3.4 below, with respect to each Advance, the Advances shall bear interest on the outstanding balance at a per annum rate equal to the monthly London Interbank Offer Rate as published in the Wall Street Journal two (2) Business Days prior to the commencement of the applicable Interest Period (“LIBOR Rate”) plus 165 basis points (any such rate, subject to the terms hereof, the “Interest Rate”). The Interest Rate shall be reset on the first Business Day of each calendar month. OGC will make interest payments on the outstanding aggregate amount of the Advances either (a) one month in arrears on each Payment Date and upon payment in full of the outstanding aggregate amount (whether by acceleration, stated maturity or otherwise), or (b) if the total aggregate amount of all Advances (plus interest accrued and added to the aggregate amount outstanding in accordance with this Section 3.3(b)) outstanding would not exceed the Commitment, OGC may elect to add interest accruing on the Advances on any given

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Payment Date to the aggregate amount outstanding thereunder. Interest will be calculated daily on the basis of a 360 day year on aggregate amounts outstanding under the Advances for the actual number of days elapsed.

3.4Default Interest Rate. If any payment of any amount payable hereunder or under any other Cash Management Document is not paid when due, whether on the scheduled Payment Date, the Termination Date, or any other date including as a result of acceleration of the Advances upon an Event of Default, then the amount then due and unpaid shall thereafter bear interest until paid at a rate (“Default Interest Rate”) per annum (based on a 360 day year, actual days elapsed) equal to the applicable Interest Rate plus two percent (2%) per annum, and such accrued interest at the Default Interest Rate shall be due and payable by OGC on demand by HL UK.

3.5Repayment.

(a)All outstanding Advances shall be repaid in full on the Termination Date.

(b)Notwithstanding the provisions of sub-clause (a) above, HL UK may require prepayment of all or any portion of the outstanding Advances (and for partial prepayment, in integral multiples of USD $100,000) at any time and from time to time by sending to OGC notice of prepayment at least five (5) Business Days prior to the date of prepayment. Any amounts prepaid may be re-advanced (where monies representing prepaid Advances are so offered by HL UK) during the term of this Agreement.

(c)OGC may optionally prepay any outstanding Advances in whole or in part (in integral multiples of USD $100,000 each in part) at any time and from time to time by sending to HL UK notice of optional prepayment. Any notice of optional prepayment shall (i) specify the proposed prepayment amount, (ii) specify the proposed prepayment date, which shall be a Business Day, and (iii) be delivered to HL UK at least five (5) Business Days prior to the proposed prepayment date. Any amounts prepaid may be re-advanced (where monies representing prepaid Advances are so offered by HL UK) during the term of this Agreement.

(d)If at any time the balance of Advances outstanding hereunder exceeds the Commitment, OGC shall immediately repay the amount of such excess as a prepayment of the Advances after providing notice to HL UK.

3.6Payment Procedure. Except as specifically set forth in this Agreement, all payments made by OGC under the Note or this Agreement relative to the Advances shall be made by wire transfer to a bank account specified by HL UK. Provided that no Event of Default shall have occurred and be continuing, the amount of all such payments received by HL UK from OGC shall be applied by HL UK, first, against all costs and expenses incurred by HL UK under this Agreement; second, against accrued but unpaid interest on the outstanding Advances; and third, against the unpaid balance of the outstanding Advances. If an Event of Default shall have occurred and be continuing, payments received by HL UK shall be applied in HL UK’s sole discretion.

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ARTICLE 4  — COVENANTS AND REPRESENTATIONS

4.1Payment and Performance of Obligations. OGC covenants and agrees that, from the date of this Agreement until its payment and performance in full of all of the Obligations, OGC shall, unless HL UK shall otherwise consent in writing, pay and perform all Obligations arising under, and in accordance with, the terms of this Agreement, the Note and the other Cash Management Documents.

4.2Representations and Warranties. OGC represents and warrants, on the date of this Agreement and on each date an Advance is made:

(a)all necessary corporate and other action has been taken to authorize it to enter into this Agreement, the Note and the Cash Management Documents and to perform the transactions contemplated in them;

(b)no limit on its powers or those of its directors will be exceeded as a result of any Advance made pursuant to this Agreement;

(c)it has materially complied with the terms of this Agreement and no Event of Default has occurred and is continuing; and

(d)its obligations under this Agreement, the Note and the Cash Management Documents are legal, valid, binding and enforceable, except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies.

ARTICLE 5  — DEFAULTS AND REMEDIES

The occurrence of any of the events specified in Sections 5.1 to 5.5 (inclusive) hereof shall constitute an “Event of Default”.

5.1Payment Hereunder. OGC shall fail to make payment of any amount when due under the Note, or a default shall be made in the payment of any other part of the Obligations as and when the same shall be due and payable, and five (5) Business Days have expired following OGC’s receipt of written notice of such default from HL UK.

5.2Observance of Terms Hereunder. (i) A default in the due observance or performance of any term, covenant, condition or agreement on the part of OGC to be observed or performed pursuant to the terms of this Agreement, the Note, or any other Cash Management Document if such default (other than a default with respect to the payment of any amount due to HL UK under Section 5.1) shall have occurred and continued for thirty (30) days, or (ii) any representation or warranty set out herein or in the Note or other Cash Management Document proves to have been untrue in any material respect when made, repeated or deemed made.

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5.3Voluntary Actions. OGC shall:

(a)apply for or consent to the appointment of an administrator, receiver, trustee or liquidator for itself or any of its properties or assets;

(b)admit in writing the inability to pay its debts as they fall due;

(c)make a general assignment for the benefit of creditors or enter into any composition, compromise, assignment or arrangement, with one or more of its creditors to reschedule any of its indebtedness (because of actual or anticipated financial difficulties);

(d)suffer an order for relief to be entered against it or be declared to be insolvent; or

(e)file a voluntary petition in bankruptcy, or a petition seeking reorganization or take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution, insolvency or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or if action shall be taken by OGC for the purpose of effecting any of the foregoing.

5.4Involuntary Actions. Upon the expiration of sixty (60) days after the filing of any involuntary petition against OGC for its winding-up or the appointment of an administrator, receiver, trustee, liquidator or similar relief in respect thereof, in either case without the petition being dismissed prior to that time, or an order, judgment or decree shall be entered, without the application, approval or consent of OGC by any court of competent jurisdiction approving a petition seeking a reorganization of OGC or of all or a substantial part of the properties or assets of OGC or appointing an administrator, receiver, trustee or liquidator or similar official for OGC and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days or more.

5.5Invalidity of Guaranty.  The Guaranty shall for any reason (other than pursuant to the terms thereof) cease to be valid and binding on or enforceable against Guarantor, or Guarantor shall so state in writing or Guarantor shall so assert in any pleading filed in any court.

5.6Remedies.

(a)Subject to Section 5.6(b) below, if an Event of Default occurs, all amounts outstanding under the Note and all other Obligations shall become immediately due and payable, both as to the Advance balances and the interest thereon, in each case without any action by HL UK and without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything to the contrary contained herein or in any other Cash Management Document.

(b)If an Event of Default occurs, then at any time thereafter during the continuance of such Event of Default, HL UK may, by written notice to OGC, waive its rights

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to immediate repayment and declare the Note not to be immediately due and payable, notwithstanding anything to the contrary contained herein or in any other Cash Management Document, at which point the Event of Default shall be deemed waived.

5.7Notification. OGC shall promptly notify HL UK of any circumstances which constitute or which given the elapse of time are likely to result in an Event of Default hereunder.

ARTICLE 6  — MISCELLANEOUS

6.1Notices. Any notice or other communication required or permitted under this Agreement or any other Cash Management Document shall be in writing via certified, registered or expedited mail or via e-mail, and shall be delivered or transmitted to the appropriate address as set forth below.

If to HL UK:

Houlihan Lokey Capital (Holdings) Ltd.

10250 Constellation Boulevard, 5th floor

Los Angeles, CA 90067

Attention: Vice President of Finance

E-mail: etaniguchi@HL.com

If to OGC:

ORIX Global Capital, Ltd.

20-22 Bedford Row

London WC1R 4JS

United Kingdom

Attention: Secretary

E-mail:ron.barger@orix.com

ryan.farha@orix.com

treasury@orix.com

In each case with a copy to:

Houlihan Lokey, Inc.

10250 Constellation Boulevard, 5th floor

Los Angeles, CA 90067

Attention: General Counsel

E-mail: ccrain@HL.com

6.2Survival of Covenants, Etc. All covenants, agreements, representations and warranties made herein, the Note and the other Cash Management Documents, and all certificates delivered and to be delivered pursuant hereto, shall survive the making by HL UK of the Advances and the execution and delivery to HL UK of the Cash Management Documents, and the termination date of this Agreement, and shall continue in full force and effect so long as any part of the Obligations is outstanding, unpaid or unperformed.

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Whenever in this Agreement any of the parties hereto are referred to, such reference shall be deemed to include the successors and assigns of such party, and all covenants, promises and agreements by or on behalf of OGC which are contained in this Agreement shall bind and inure to the benefit of the successors and assigns of HL UK.

6.3Law Governing and Consent to Venue. This Agreement and the Note (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably submit for all purposes to the exclusive jurisdiction of the English Courts in connection with any dispute or claim arising out of or in connection with this Agreement and the Note or their subject matter or formation (including non-contractual disputes or claims).

6.4Non-Waiver. Neither any failure nor any delay on the part of HL UK in exercising any right, power or privilege hereunder, under the Note or under any of the other Cash Management Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any other right, power or privilege, nor shall any course of dealing between OGC and HL UK operate as a waiver of any right or rights of HL UK.

6.5Modification, Amendment, Etc. No modification or amendment of any provision of this Agreement, the Note, or any of the other Cash Management Documents shall in any event be effective unless the same shall be in writing and signed by HL UK and OGC. No waiver or consent to any departure by a party hereto of any provision of this Agreement, the Note or any of the other Cash Management Documents shall in any event be effective unless the same shall be in writing and signed by the other party and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice or demand on a party in any case shall entitle the other party to any other or further notice or demand in the same, similar or other circumstance.

6.6Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute but one agreement. This Agreement shall be effective when counterparts which, when taken together, bear the signature (including execution by facsimile or electronic means (including a pdf)) of all parties hereto, shall have been delivered to and received by HL UK and OGC.

6.7Entirety and Headings. This Agreement, the Note and the other Cash Management Documents contain the entire agreement between OGC and HL UK with respect to the subject matter hereof and replace any prior or contemporaneous understandings and agreements, oral or written, between the parties. No representation, warranty, modification, alteration or agreement shall affect this Agreement, unless made in writing and executed with the same formalities as this Agreement. The paragraph headings do not form a part of this Agreement, but are for convenience only and shall not limit or affect in any way the meaning of its provisions.

6.8Right to Defend. HL UK shall have the right, at OGC’s sole cost and expense, to appear in or defend any action or proceeding in which HL UK is named or joined or that otherwise purports to affect the rights or duties of the parties hereunder and in connection

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therewith pay out of the proceeds of the Advances and/or recover from OGC all necessary costs and expenses (including reasonable attorneys’ fees), with counsel reasonably satisfactory to HL UK.

6.9Indemnification. OGC hereby agrees to protect, indemnify, defend and hold harmless HL UK from and against any and all liability, expense or damage of any kind or nature from any third party suits, claims or demands, including reasonable lawyers’ fees and expenses, on account of any matter or thing, whether in suit or not, arising out of any breach by it of this Agreement, the Note or the other Cash Management Documents, other than taxes (which shall be governed exclusively by Section 6.12 hereof).

6.10No Obligation to Third Parties. Any term, provision or condition of this Agreement to the contrary notwithstanding, HL UK has not, and by the execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of OGC. Any term or condition hereof permitting HL UK to disburse funds, whether from the proceeds of the Note or otherwise, or to take or refrain from taking any action with respect to OGC, shall be deemed to be solely for the benefit of HL UK and may not be relied upon by any other Person. A Person who is not a party to this agreement cannot enforce, or enjoy the benefit of, any term of this agreement under the Contracts (Rights of Third Parties) Act 1999.

6.11No Fiduciary Obligations.  For the avoidance of doubt, OGC is not, and shall not be deemed to be, acting as an agent or fiduciary of HL UK under the Cash Management Policy or otherwise, and shall have no fiduciary or other obligations to HL UK with regard to the use of amounts advanced under this Agreement, other than the obligation to repay upon demand pursuant to Section 3.5 hereof.

6.12Tax Matters.

(a)If OGC shall be required by law to deduct any Covered Taxes from or in respect of any sum payable under this Agreement or the Note such sum shall be increased as may be necessary so that, after making all such deductions, HL UK receive an amount equal to the sum they would have received had no such deduction for Covered Taxes been made.  If OGC shall be required by law to deduct or withhold any taxes other than Covered Taxes from or in respect of any sum payable hereunder, HL UK shall be treated for all purposes of this Agreement and the Note as having received any such amounts so deducted or withheld.

(b)If HL UK is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Agreement or the Note, HL UK shall deliver to OGC, at the time or times reasonably requested by OGC, such properly completed and executed documentation reasonably requested by OGC as will permit such payments to be made without withholding or at a reduced rate of withholding or to determine whether or not HL UK is subject to backup withholding or information reporting requirements, including, without limitation, an appropriate Internal Revenue Service Form W-8.

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(c)If a payment made to HL UK under this Agreement or the Note would be subject to U.S. federal withholding tax imposed by FATCA if HL UK were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), HL UK shall deliver to OGC at the time or times prescribed by law and at such time or times reasonably requested by OGC such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by OGC as may be necessary for OGC to comply with its obligations under FATCA and to determine that HL UK has complied with HL UK’s obligations under FATCA or to determine the amount to deduct and withholding from such payment.

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IN WITNESS WHEREOF, HL UK and OGC have executed this Agreement as of the date first written above.

HOULIHAN LOKEY CAPITAL (HOLDINGS) LTD.
By:	/s/ Scott. L. Beiser
Name:	Scott. L. Beiser
Title:	Director
ORIX GLOBAL CAPITAL, LTD.
By:	/s/ Paul E. Wilson
Name:	Paul E. Wilson
Title:	Director

EXHIBIT A

GLOSSARY OF DEFINED TERMS

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in London, England are authorized or required by law to close.

“Cash Management Documents” means this Agreement, together with all Exhibits and Schedules hereto and all other documents and instruments, now or hereafter executed by or on behalf of OGC or the Guarantor in favour of HL UK in connection with this Agreement, including any and all promissory notes (including the Note), security agreements, financing statements, or other documents or instruments, and any and all modifications or extensions or supplements to or replacements for, in whole or in part, any of the foregoing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Covered Taxes” means any tax of any kind, but excluding (a) franchise taxes, branch profits and taxes imposed on or measured by the net income or receipts of HL UK under the law of any jurisdiction, (b) any such withholding tax that is in effect and would apply to a payment to HL UK at the time HL UK becomes a party to this Agreement, (c) taxes attributable to HL UK’s failure to comply with Section 6.12(b) or Section 6.12(c) and (d) any amounts required to be withheld under FATCA.

“Event of Default” means any of the events specified in Sections 5.1 to 5.5 hereof inclusive, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement between a non-U.S. jurisdiction and the United States of America with respect to the foregoing and any law, regulation or practice adopted pursuant to any such intergovernmental agreement.

“Guarantor” means ORIX USA Corporation.

“Guaranty” means the Guaranty, dated as of the date hereof, executed by Guarantor in favor of HL UK, as such agreement may be amended, supplemented or otherwise modified from time to time.

“Interest Period” means (a) initially, the period commencing on the date hereof and ending on the last day of the immediately following calendar month; and (b) thereafter, each period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the following calendar month; provided that, in each of the case of clauses (a) and (b), (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a

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calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (iii) no Interest Period shall extend beyond the date on which Advances hereunder are repaid in full.

“Maturity Date” means the date two years after the date of this Agreement.

“Note” means that certain Promissory Note executed by OGC for the benefit of HL UK, a copy of which is attached hereto as Exhibit B.

“Obligations” means all indebtedness, obligations and liabilities (including extensions and renewals thereof) of OGC to HL UK of every kind and description, direct or indirect, now existing or hereafter arising, due or to become due, absolute or contingent, arising under, and in accordance with, the terms of this Agreement, the Note and the other Cash Management Documents, including all costs and expenses incurred in the collection of the same.

“Payment Date” means the first Business Day of each calendar month, commencing on the first day of the month following the date of this Agreement, and continuing monthly until the full amount of the Advances are repaid in accordance with this Agreement and the Note (whether by acceleration or otherwise).

“Person” means an individual, a partnership, a limited liability company, a corporation, a business trust, a joint stock company, a trust, an unincorporated association, a joint venture, a governmental authority or any other entity.

“Termination Date” means the earliest of (a) the Maturity Date, (b) date of the termination of the Agreement by either party upon notice pursuant to Section 2.3 and (c) the date on which obligations under this Agreement become due and payable pursuant to Section 5.6(a) or otherwise.

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EXHIBIT B

PROMISSORY NOTE

London, England

Section 1.FUNDAMENTAL PROVISIONS

The following terms will be used as defined terms in this Promissory Note (as it may be amended, modified, extended and renewed from time to time, the “Note”):

Promissee:	Houlihan Lokey Capital (Holdings) Ltd., a company incorporated in England. (“HL UK”)
Promissor:	ORIX Global Capital, Ltd., a company incorporated in England. (“OGC”)
Credit Balance:	Up to an aggregate of USD one hundred and fifty million dollars
Amount:	($150,000,000).
Interest Rate:	Each Advance shall bear interest on the outstanding principal balance at a per annum rate equal to LIBOR Rate plus 165 basis points (any such rate, subject to the terms hereof, the “Interest Rate”). The Interest Rate shall be reset on the first Business Day of each calendar month. OGC will make interest payments on the aggregate outstanding amount of the Advances either (a) one month in arrears on each Payment Date and upon payment in full of the outstanding amount (whether by acceleration, stated maturity or otherwise) on the Termination Date, or (b) if the total amount of all Advances (plus interest accrued and added to the amount outstanding in accordance with Section 3.3(b) of the Cash Management Agreement) outstanding would not exceed the Commitment, OGC may elect to add interest accruing on such Advances on any given Payment Date to the balance outstanding thereunder. Interest will be calculated daily on the basis of a 360 day year on balance outstanding under the Advances for the actual number of days elapsed.
Maturity Date:	The date two years after the date of the Cash Management Agreement.
Termination Date:	The earliest of (a) the Maturity Date, (b) date of the termination of the Cash Management Agreement by either party upon notice pursuant to Section 2.3 of the Cash Management Agreement and (c) the date on which obligations under the Cash Management Agreement and this Note become due and payable pursuant to Section 5.6(a) of the Cash Management Agreement or otherwise.

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Business Day:	Any day of the year other than Saturdays, Sundays and legal holidays on which commercial banks in London, England are authorized or required to be closed.
Cash Management Documents:	The Cash Management Agreement, the Guaranty, this Note and any other documents securing the repayment of the Note.
Advances:	The Advances from HL UK to OGC in the aggregate amount and evidenced by this Note.
Cash Management Agreement:	The Cash Management Agreement of even date herewith by and between OGC and HL UK.
Defined Terms:	Defined terms used but not otherwise defined in this Note shall have the meanings ascribed to such terms in the Cash Management Agreement.

Section 2.PROMISE TO PAY.

For value received, OGC promises to pay to the order of HL UK, in accordance with the payment procedure set forth in Section 3.6 of the Cash Management Agreement, the outstanding aggregate amount of the outstanding Advances, together with accrued interest from the date of disbursement of an Advance on the unpaid balance at the applicable Interest Rate for such Advance.

Section 3.INTEREST; PAYMENTS.

(a)Subject to Section 3(d) below, from the date hereof, interest shall accrue on the unpaid balance of this Note at the applicable Interest Rate (“Interest”).

(b)Subject to Section 3.3(b) of the Cash Management Agreement, all accrued but unpaid Interest on the unpaid Advance balances shall be payable one month in arrears on or before the first Business Day of each month, commencing on the first day of the month following the date of this Note and continuing through and including the final payment in full of the aggregate amount of the Advances (“Payment Date”).

(c)OGC shall make payment of all unpaid Advance balances, interest, and any other amounts due hereunder on the Termination Date, in same day funds, not later than 4:00 p.m. (London time). If any payment of Advance balances and interest to be made by OGC hereunder shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing the interest in such payment.

(d)If any payment of Advance balances or interest or any other amount payable hereunder or under any other Cash Management Document is not paid when due, whether on the scheduled Payment Date, the Termination Date or any earlier date as a result of acceleration of this Note after an Event of Default, then the amount then due and unpaid shall thereafter bear interest until paid at a rate (“Default Interest Rate”)

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per annum (based on a 360 day year, actual days elapsed) equal to the applicable Interest Rate plus two percent (2%) per annum, and such accrued interest at the Default Interest Rate shall be due and payable by OGC on demand by HL UK.

Section 4.PREPAYMENTS.

OGC may prepay the outstanding balance of the Advances (or any part thereof), as provided for in the Cash Management Agreement.

Section 5.LAWFUL MONEY.

The aggregate amount of the Advances and interest thereon are payable in lawful money of the United States.

Section 6.APPLICATION OF PAYMENTS.

Provided that no Event of Default shall have occurred and be continuing, the amount of all such payments received by HL UK hereunder from OGC shall be applied by HL UK, first, against all costs and expenses incurred by HL UK hereunder; second, against accrued but unpaid interest on the outstanding Advances; and third, against the unpaid balance of the Advances. If an Event of Default shall have occurred and be continuing any payments received by HL UK after the occurrence of an Event of Default, shall be applied to the amounts specified in this Section 6 in such order as HL UK may, in its sole discretion, elect.

Section 7.WAIVER.

OGC hereby waives demand for payment, presentment for payment, protest, notice of nonpayment, notice of protest, notice of intent to accelerate, notice of acceleration, notice of dishonour, and notice of nonpayment, and all other notices or demands of any kind (except notices specifically provided for in the Cash Management Documents and agreed to in writing by HL UK) and expressly agrees that, without in any way affecting the liability of OGC, the holder hereof may by notice in writing extend any maturity date or the time for payment of any installment due hereunder, otherwise modify the Cash Management Documents, accept additional security, release any Person liable, and release any security or guaranty. OGC waives, to the full extent permitted by law, the right to plead any and all statutes of limitations as a defence.

Section 8.LAWYERS’ FEES.

If this Note is not paid when due or if any Event of Default occurs, OGC promises to pay all costs of enforcement and collection and preparation therefor, including but not limited to, reasonable lawyers’ fees, whether or not any action or proceeding is brought to enforce the provisions hereof (including without limitation, all such costs incurred in connection with any bankruptcy, receivership or other court proceedings (whether at the trial or appellate level).

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Section 9.SEVERABILITY.

If any provision of this Note is unenforceable, the enforceability of the other provisions shall not be affected and they shall remain in full force and effect.

Section 10.HEADINGS.

Headings at the beginning of each numbered Section of this Note are intended solely for convenience and are not part of this Note.

Section 11.APPLICABLE LAW.

Any dispute of claim relating to this Note (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably submit for all purposes to the exclusive jurisdiction of the English Courts in connection with any dispute or claim arising out of or in connection with this Note or its subject matter or formation (including non-contractual disputes or claims).

Section 12.INTEGRATION.

The Cash Management Documents contain the complete understanding and agreement of the holder hereof and OGC and supersede all prior representations, warranties, agreements, arrangements, understandings and negotiations.

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Executed and delivered as a Deed this    day of        , 2015.

ORIX GLOBAL CAPITAL, LTD.

By:

Name:

Title:

Witnessed by:

Name:

Address:

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EX-10.9

Exhibit 10.9

GUARANTEE AGREEMENT

dated as of

August 18, 2015

among

ORIX USA CORPORATION

and

HOULIHAN LOKEY CAPITAL (HOLDINGS) LTD.

TABLE OF CONTENTS

	Page
SECTION 1. Definitions	1
SECTION 2. Guarantee by ORIX	1
SECTION 3. General Representations and Warranties	3
SECTION 4. Fees and Expenses; Indemnification	4
SECTION 5. Notices	4
SECTION 6. No Waiver; Enforceability	5
SECTION 7. Condition of Borrower	5
SECTION 8. Successors and Assigns	5
SECTION 9. Amendments and Waivers	5
SECTION 10. APPLICABLE LAW	5
SECTION 11. WAIVER OF JURY TRIAL	5
SECTION 12. Jurisdiction; Consent to Service of Process	6
SECTION 13. Severability	6
SECTION 14. Counterparts	7
SECTION 15. Headings	7
SECTION 16. Conflicts	7

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”).

Reference is made to the Cash Management Agreement entered into on August 18, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Cash Management Agreement”), by and between HL UK and ORIX Global Capital, Ltd., a UK private limited company  (“OGC”).

HL UK has agreed to make advances to OGC pursuant to, and upon the terms and conditions specified in, the Cash Management Agreement.  The obligations of the HL UK to make advances to OGC are conditioned upon, among other things, the execution and delivery of this Agreement by ORIX.  ORIX is an affiliate of OGC, will derive substantial benefits from the making of advances to OGC pursuant to the Cash Management Agreement and is willing to execute and deliver this Agreement in order to induce HL UK to extend such credit.

Accordingly, the parties hereto agree as follows:

SECTION 1.  Definitions.

(a)        Terms Defined in Cash Management Agreement.  Terms defined in the Cash Management Agreement and not otherwise defined in subsection (b) of this Section 1 have, as used herein, the respective meanings provided for therein.

(b)        Additional Definitions.  The following additional terms, as used herein, have the following meanings:

“Cash Management Agreement” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“Guarantee” means, with respect to ORIX, its guarantee of the Guaranteed Obligations under Section 2.

“Guaranteed Obligations” means the Obligations.

SECTION 2.  Guarantee by ORIX.

(a)        Guarantees.  ORIX absolutely and unconditionally guarantees as a guarantee of payment and performance and not merely as a guarantee of collection, payment and performance of all Guaranteed Obligation (whether at stated maturity, upon acceleration or otherwise).

(b)        Guarantees Unconditional.  Except as otherwise expressly provided herein, the obligations of ORIX under its Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

(i)            any extension, renewal, settlement, compromise, waiver, discharge or release in respect of any Obligation, by operation of law or otherwise;

(ii)           any discharge, release, impairment, non-perfection or invalidity of any future direct or indirect security for any Obligation;

(iii)          any change in the corporate existence, structure or ownership of ORIX, OGC, or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any ORIX, OGC, or any other Person or any of their assets or any resulting release or discharge of any Guaranteed Obligation hereunder;

(iv)          the existence of any claim, set-off or other right that ORG or ORIX may have at any time against HL UK; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(v)           any invalidity or unenforceability relating to or against ORIX, OGC or any other Person for any reason hereunder, or any provision of applicable law or regulation purporting to prohibit the payment of any Guaranteed Obligation by ORIX, OGC or any other Person;

(vi)          any other act or omission to act or delay of any kind by ORIX, OGC, HL UK or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vi), constitute a legal or equitable discharge of or defense to any obligation of ORIX hereunder.

(c)        Termination.  This Agreement is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Agreement are indefeasibly paid and performed in full and any commitments of HL UK with respect to the Guaranteed Obligations are terminated (in each case, other than contingent indemnification, cost, expense and expense reimbursement obligations as to which no claim has been been asserted).  If at any time any payment of a Guaranteed Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of ORIX or otherwise, the Agreement shall be reinstated with respect thereto as though such payment had been due but not made at such time.

(d)        Waiver by Guarantors.  ORIX irrevocably waives acceptance hereof and of the extension or continuation of the Guaranteed Obligations or any part thereof.  ORIX further waives presentment, demand, protest and any notice not expressly provided for herein, as well as any requirement that at any time any action be taken by any Person against ORIX, OGC or any other Person.

(e)        Subrogation.  To the extent that ORIX makes a payment with respect to a Guaranteed Obligation hereunder it shall be subrogated to the rights of the payee against OGC with respect to such payment; provided that ORIX shall not exercise any right of

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subrogation, contribution or similar rights with respect to such payment until all Guaranteed Obligations and any other amounts payable under this Agreement are indefeasibly paid and performed in full and any commitments of HL UK with respect to the Guaranteed Obligations are terminated. If any amounts are paid to ORIX in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of HL UK and shall forthwith be paid to HL UK to reduce the amount of the Guaranteed Obligations, whether matured or unmatured.

(f)        Exhaustion of Other Remedies Not Required.  The obligations of ORIX hereunder are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations.  ORIX waives diligence by HL UK and action on delinquency in respect of the Guaranteed Obligations or any part thereof, including, without limitation any provisions of law requiring HL UK to exhaust any right or remedy or to take any action against OGC, any other guarantor or any other person, entity or property before enforcing this Guaranty against ORIX.

(g)        Stay of Acceleration.  If acceleration of the time for payment or performance of any Guaranteed Obligation by OGC is stayed by reason of the insolvency or receivership of OGC or otherwise, all Guaranteed Obligations otherwise subject to acceleration hereunder shall nonetheless be payable ORIX forthwith on demand by HL UK.

(h)        No Setoff or Deductions; Taxes.  All payments by ORIX hereunder shall be subject to Section 6.12 of the Cash Management Agreement, it being understood that references to OGC therein shall mean ORIX for purposes of this Section 2(h).

(i)         Subordination.  ORIX hereby subordinates the payment of all obligations and indebtedness of OGC owing to ORIX, whether now existing or hereafter arising, including but not limited to any obligation of OGC to ORIX as subrogee of HL UK or resulting from ORIX’s performance under this Agreement to the indefeasible payment and performance in full of all Guaranteed Obligations; provided that (a) so long as no Event of Default (as defined in the Cash Management Agreement) has occurred and is continuing, ORIX may continue to make and accept payments on such obligations and indebtedness, and (b) upon the occurrence and during the continuation of an Event of Default, ORIX may continue to make and accept payments on such obligations and indebtedness with HL UK’s consent.  If HL UK so requests, any such obligation or indebtedness of OGC to ORIX shall be enforced and performance received by ORIX as trustee for HL UK and the proceeds thereof shall be paid over to HL UK on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of ORIX under this Guaranty.

SECTION 3.  General Representations and Warranties.  ORIX represents and warrants on the Effective Date that:

(i)            ORIX is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

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(ii)           The execution and delivery of this Agreement by ORIX and the performance by it of its obligations under this Agreement are within its corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational action.

(iii)          ORIX’s obligations under this Agreement are legal, valid, binding and enforceable, except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies.

(iv)          The making and performance of this Agreement by ORIX does not and will not violate in any material respect the provisions of any applicable law, regulation or order, and does not and will not result in the breach of, or constitute a default or require any consent (that has not been obtained) under, any material agreement, instrument, or document to which ORIX is a party or by which ORIX or any of its property may be bound or affected

(v)           All consents, approvals, licenses and authorizations of, and filings and registrations with, any governmental authority required under applicable law and regulations for the making and performance of this Agreement by ORIX have been obtained or made and are in full force and effect.

SECTION 4.  Fees and Expenses; Indemnification.

(a)        Fees and Expenses.  ORIX will, forthwith upon demand, pay to HL UK all reasonable and documented expenses incurred by HL UK (including the reasonable and documented fees, charges and disbursements of one counsel for HL UK) in any way relating to the enforcement or protection of the HL UK’s rights under this Agreement, including any incurred in the preservation, protection or enforcement of any rights of HL UK in any case commenced by or against ORIX under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute.

(b)        Indemnification.  ORIX shall indemnify HL UK against, and hold it harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel and consultant or other expert fees, charges and disbursements, incurred by or asserted against it arising out of, in any connection with, or as a result of this Agreement or the performance of ORIX of its obligations hereunder provided that the foregoing shall not apply to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted primarily from the gross negligence, bad faith or willful misconduct of HL UK.

SECTION 5.  Notices.  Each notice, request or other communication given to any party hereunder shall be given in accordance with Section 6.1 of the Cash Management Agreement, and in the case of any such notice, request or other communication to ORIX, shall be given to it in care of OGC.

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SECTION 6.  No Waiver; Enforceability.  No failure by HL UK to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law or in equity.  The unenforceability or invalidity of any provision of this Agreement shall not affect the enforceability or validity of any other provision herein.

SECTION 7  Condition of Borrower.  ORIX acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from OGC such information concerning the financial condition, business and operations of OGC as ORIX requires, and that HL UK has no duty, and ORIX are not relying on HL UK at any time, to disclose to ORIX any information relating to the business, operations or financial condition of OGC.

SECTION 8.  Successors and Assigns.  This Agreement is for the benefit of HL UK.  If all or any part of HL UK’s interest in any Obligation is assigned or otherwise transferred in accordance with the term of the Cash Management Agreement, the transferor’s rights hereunder, to the extent applicable to the obligation so transferred, shall be automatically transferred with such obligation.  This Agreement shall be binding on ORIX and its respective successors and assigns; provided that ORIX may not assign any of its right, or delegate any of any obligations, this Agreement without the prior written consent of HL UK (and any attempted assignment without such consent shall be void).

SECTION 9.  Amendments and Waivers.  Neither this Agreement nor any provision hereof may be waived, amended, modified or terminated except pursuant to an agreement or agreements in writing entered into by HL UK and ORIX.

SECTION 10.  APPLICABLE LAW.  THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, WHETHER IN TORT, CONTRACT (AT LAW OR IN EQUITY) OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

SECTION 11.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) DIRECTLY OR INDIRECTLY ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO

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ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 11.

SECTION 12.  Jurisdiction; Consent to Service of Process.

(a)        Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S. Federal or New York State court sitting in the Borough of Manhattan, in the City of New York (or any appellate court therefrom) over any suit, action or proceeding arising out of, or relating to, this Agreement and agrees that all claims in respect of any such action or proceeding shall (except as permitted below) be heard and determined in such New York State or, to the extent permitted by law, federal court.  The parties hereto agree that service of any process, summons, notice or document by registered mail addressed to such person shall be effective service of process against such person for any suit, action or proceeding brought in any such court.  Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.  Each of the parties hereto agrees that a final judgment in any such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b)        Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of, or relating to, this Agreement in any court referred to in paragraph (a) of this Section 12.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, any claim or defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such court.

(c)        To the extent permitted by law, each party to this Agreement hereby irrevocably waives personal service of any and all process upon it and agrees that all such service of process may be made by registered mail (or any substantially similar form of mail) directed to it at its address for notices as provided for in Section 6.1 of the Cash Management Agreement.  Each party to this Agreement hereby waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder that service of process was invalid and ineffective.  Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 13.  Severability.  To the extent permitted by law, any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

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SECTION 14.  Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 15.  Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 16. Conflicts.  Notwithstanding anything to the contrary contained herein or in any other Cash Management Documents in the event of any conflict between the provisions contained in this Agreement and the provisions contained in the Cash Management Agreement, the provision contained in the Cash Management Agreement shall control.

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IN WITNESS WHEREOF, the parties hereto have caused this Guarantee Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

HOULIHAN LOKEY CAPITAL (HOLDINGS) LTD.
By:	/s/ Scott L. Beiser
	Name:	Scott L. Beiser
	Title:	Director
ORIX USA CORPORATION
By:	/s/ Paul E. Wilson
	Name:	Paul E. Wilson
	Title:	Chief Financial Officer
ORIX USA CORPORATION
By:	/s/ Noboru Kawai
	Name:	Noboru Kawai
	Title:	Executive Vice President and Treasurer

EX-10.10

Exhibit 10.10

Houlihan Lokey, Inc.

10250 Constellation Boulevard, 5th Floor

Los Angeles, California 90067

August 18, 2015

ORIX USA Corporation

1717 Main Street — Suite 10100

Dallas, TX 75201

Attention: Ron Barger, General Counsel

Fram Holdings, LLC

c/o ORIX USA Corporation

1717 Main Street — Suite 10100

Dallas, TX 75201

Attention: Ron Barger, General Counsel

Re:Assignment and Assumption of Fram Promissory Notes; Indemnification Agreements

Ladies and Gentlemen:

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:

1.             Certain Definitions.  For purposes of this Agreement capitalized words and phrases used and not otherwise defined elsewhere in this Agreement shall have the following meanings:

“Action” means any action, claim, suit, litigation, proceeding (including arbitral), demand or investigation.

“Affiliate” means, with respect to any specified Person, any other Person, at the time of such determination, directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person; provided, that, for the purposes of this Agreement, as of and after the date hereof, none of ORIX or any of its Subsidiaries shall be deemed an Affiliate of HL or any of its Subsidiaries, and none of HL or any of its Subsidiaries shall be deemed an Affiliate of ORIX and its Subsidiaries, as a result of any control relationship between such Persons.

“Closing” means the closing of the Reorganization or the IPO, whichever closing is later.

“Contribution and Share Purchase Agreement” means that certain Contribution and Share Purchase Agreement, by and among, ORIX, Houlihan, Lokey, Howard & Zukin, Inc., the Shareholders of Houlihan, Lokey, Howard & Zukin, Inc., the Shareholder Representative (as defined therein), and Fram, dated as of October 30, 2005, as amended from time to time.

“Control,” and the correlative terms “Controlling” and “Controlled,” means, with respect to any specified Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and whether or not exercised.

“Fram” has the meaning set forth in the preamble hereto, and shall include any predecessor (including Fram Holdings, Inc.) or successor thereto.

“Fram Business” means the business of Fram and its Subsidiaries (excluding (i) the HL Business and (ii) any activities of Fram relating to the issuance of shares (or ownership thereof) or payment of compensation, in each case, to any Holder or similar payments by Fram with respect to any Holder) as conducted on or prior to the Closing.

“Fram Promissory Notes” means the promissory notes set forth on Schedule A hereto.

“Fram Stockholders’ Agreement” means that certain Third Amended and Restated Stockholders’ Agreement, by and among ORIX, Fram and the other parties thereto, dated as of February 17, 2009, as amended by that certain Amendment No. 1 to the Third Amended and Restated Stockholders’ Agreement, dated as of April 28, 2011, that certain Amendment No. 2 to the Third Amended and Restated Stockholders’ Agreement, dated as of December 20, 2013, and that certain Amendment No. 3 to the Third Amended and Restated Stockholders’ Agreement, dated as of the date hereof.

“HL” has the meaning set forth in the preamble hereto, and shall include any predecessor (including HL CA) or successor thereto.

“HL Business” means the business of HL and the HL Subsidiaries as conducted on or prior to the Closing.

“HL CA” means Houlihan Lokey, Inc., a California corporation and the predecessor of Houlihan Lokey, Inc., a Delaware corporation.

“HL Stockholders’ Agreement’” means that certain Stockholders’ Agreement of HL, by and among HL and the holders named therein, dated as of the date hereof.

“HL Subsidiaries” means the Subsidiaries in existence from time to time of HL or any successor entity to HL (whether by merger, consolidation, sale of all or substantially all of a Subsidiary’s assets or otherwise).

“Holder” means any current or former employee of HL or a Subsidiary of HL who is a former holder of (i) shares of Series A common stock, (ii) shares of Series B common stock and/or (iii) Series E common stock, in each case, of Fram.

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“Indemnifiable Losses” means all after-tax liabilities suffered or incurred by an Indemnified Person, including any reasonable legal or other fees, costs or expenses of defending or investigating any claim or proceeding or enforcing any indemnity hereunder; provided, however, that “Indemnifiable Losses” shall not include any special, indirect, incidental, punitive or consequential damages whatsoever, including damages for lost profits and lost business opportunities or damages calculated based upon a multiple of earning approach or variant thereof, except, in each case, to the extent awarded in an Action involving a Third-Party Claim against such Indemnified Person; provided, further, that, in the event of a dispute concerning any Indemnifiable Losses, no party shall have any liability with respect thereto except to the extent that such Indemnifiable Losses shall have been finally judicially determined to be owed by such party; provided, further, that “Indemnifiable Losses” shall not include any taxes (it being understood that the allocation and indemnification of taxes among the parties hereto and their Subsidiaries shall be governed exclusively by the Tax Sharing Agreement).

“Indemnified Person” means any HL Indemnified Persons or any ORIX Indemnified Persons, as applicable.

“Indemnifying Party” means HL or ORIX, as applicable.

“ORIX” has the meaning set forth in the preamble hereto, and shall include any successor thereto.

“Person” means an individual, a corporation, a partnership, an association, a limited liability company, a joint venture, a governmental entity, a trust or other entity or organization.

“Registration Statement” means the Form S-1 Registration Statement relating to the offering and sale of shares of Class A common stock of HL in the IPO, initially filed with the United States Securities and Exchange Commission on July 10, 2015, including any and all amendments thereto and any and all preliminary or final prospectuses and free-writing prospectuses (and amendments or supplements thereto) relating to such offering.

“Reorganization” means the corporate reorganization to be effected prior to the IPO, as described in the Registration Statement.

“Representatives” means, with respect to any Person, any officer, director, employee, advisor, agent or representative of such Person, or anyone acting on behalf of them or such Person.

“Series E Holder” means any current or former employee of HL or a Subsidiary of HL who is a former holder of shares of Series E common stock of Fram.

“Subsidiary” means, with respect to any specified Person, any corporation, partnership. trust, limited liability company or other entity at least a majority of the ownership interests (whether economic, voting, beneficial or otherwise) in which are owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); provided that, without limiting the foregoing, a partnership or trust shall be a Subsidiary of any Person that (alone or together with one or more other Subsidiaries of such Person) owns or controls, directly or indirectly, or is, a general partner or trustee of such entity.

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“Tax Sharing Agreement” means that certain Amended and Restated Tax Sharing Agreement by and among ORIX, HL Transitory Merger Company, Inc., a Delaware corporation, Houlihan Lokey, Inc., a Delaware corporation, and all corporations that are as of August 18, 2015 eligible to file a consolidated return as a member of the affiliated group of ORIX within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended, including ORIX Commercial Alliance Corporation, a Delaware corporation, ORIX Real Estate Capital, Inc., a Delaware corporation, and ORIX Capital Markets, LLC, a Delaware limited liability company, dated as of August 18, 2015.

2.             Assignment and Assumption of Fram Promissory Notes.

(a)           Upon the terms and subject to the conditions set forth in this Agreement, Fram hereby assigns to HL, free and clear of any encumbrances, all of Fram’s right, title and interest in and to the Fram Promissory Notes.

(b)                           Upon the terms and subject to the conditions set forth in this Agreement, HL hereby assumes from Fram, and agrees to pay, perform and discharge when due, all of the obligations and liabilities of Fram accruing, arising out of, or relating to the Fram Promissory Notes.

(c)                           In connection with the IPO and the assignment and assumption of the Fram Promissory Notes, on the date hereof ORIX shall pay to HL, by wire transfer in immediately available funds $18,294,410.44, which represents the aggregate amount of all accrued and unpaid interest and principal under the Fram Promissory Notes.

3.             Indemnification by HL.  Upon the terms and conditions set forth in this Agreement, HL shall indemnify, hold harmless and reimburse each of ORIX, its Affiliates and its and their Representatives (collectively, the “ORIX Indemnified Persons”) from and against any and all Indemnifiable Losses of such Persons to the extent relating to, arising out of or resulting from (without duplication):

(a)           claims by any Holder related to the Reorganization, including the Drag-Along Notice (as defined in the Fram Stockholders’ Agreement) or Amendment No. 3 to the Fram Stockholders’ Agreement;

(b)           claims by (i) any Series E Holder related to the issuance, redemption or repurchase by Fram of shares of Series E common stock of Fram or options, derivatives or other securities in respect thereof pursuant to the Fram Holdings, Inc. 2006 Incentive Compensation Plan, as amended from time to time or the Fram Stockholders’ Agreement, or (ii) any Holder in respect of any other compensation paid by Fram to such Holder;

(c)           the assets, liabilities, operations, business, affairs or other activities (including any acts or omissions) of, on behalf of or relating to the HL Business;

(d)           the Fram Promissory Notes; and

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(e)           any breach of any covenant or agreement of HL made in this Agreement;

together with, in each case (a) through (e) above, any Action in respect of the foregoing matters.

4.             Indemnification by ORIX.  Upon the terms and conditions set forth in this Agreement, ORIX shall indemnify, hold harmless and reimburse each of HL, its Affiliates and its and their Representatives (collectively, the “HL Indemnified Persons”) from and against any and all Indemnifiable Losses of such Persons to the extent relating to, arising out of or resulting from (without duplication):

(a)           the assets, liabilities, operations, business, affairs or other activities (including any acts or omissions) of, on behalf of or relating to the Fram Business; and

(b)           any breach of any covenant or agreement of ORIX and/or Fram made in this Agreement;

together with, in each case (a) and (b) above, any Action in respect of the foregoing matters.

5.             Notice of Indemnity Claim.  Any Indemnified Person entitled to indemnification under this Agreement may seek indemnification for any Indemnifiable Loss (other than in respect of a Third-Party Claim) by providing written notice to the Indemnifying Party, specifying (a) the basis for such indemnification claim and (b) if known, the aggregate amount of Indemnifiable Loss for which a claim is being made under this Agreement. Written notice to such Indemnifying Party of the existence of such claim shall be given by the Indemnified Person as soon as practicable after the Indemnified Person first receives notice of the potential claim; provided, however, that any failure to provide such prompt notice of the event giving rise to such claim to the Indemnifying Party shall not affect the Indemnified Person’s right to indemnification or relieve the Indemnifying Party of its obligations under this Agreement except to the extent such Indemnifying Party has been materially prejudiced as a result of such delay.

6.             Third-Party Claims.

(a)           If an Indemnified Person shall receive notice of the assertion by a third-party of any claim, or of the commencement by any such Person of any Action, with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Person pursuant to this Agreement (collectively, a “Third-Party Claim”), such Indemnified Person shall give such Indemnifying Party prompt written notice thereof; provided, however, that any failure to provide such prompt notice of the event giving rise to such claim to the Indemnifying Party shall not affect the Indemnified Person’s right to indemnification pursuant to this Agreement or relieve the Indemnifying Party of its obligations hereunder except to the extent the Indemnifying Party has been materially prejudiced as a result of such delay. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, the amount of the Indemnifiable Loss for which indemnification may be available or a good faith estimate thereof.

(b)           An Indemnifying Party may elect (but is not required) to assume the defense of and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel (provided such counsel is reasonably acceptable to the indemnified party),

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any Third-Party Claim; provided, that Indemnifying Party shall not have the right to assume the defense of and defend any such Third-Party Claim that (i) seeks an injunction or other equitable relief against the Indemnified Person, (ii) under applicable standards of professional conduct, a conflict of interest (other than one that is of a monetary nature) exists between the Indemnified Person and the Indemnifying Party in respect of the Third-Party Claim, or (iii) the Indemnified Person has available to it one or more defenses or counterclaims that are inconsistent with or different from those that may be available to the Indemnifying Party with respect to such Third-Party Claim. Within 30 days after the receipt of notice from an Indemnified Person in accordance with Section 6(a), the Indemnifying Party shall notify the Indemnified Person of its election whether the Indemnifying Party will assume responsibility for defending such Third-Party Claim. After notice from an Indemnifying Party to an Indemnified Person of its election to assume the defense of a Third-Party Claim, such Indemnified Person shall have the right to participate in the defense, compromise, or settlement thereof, but, for as long as the Indemnifying Party pursues such defense, compromise or settlement with reasonable diligence, the fees and expenses of such Indemnified Person incurred in participating in such defense shall be paid by the Indemnified Person.

(c)           If an Indemnifying Party elects not to assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnified Person of its election as provided in Section 6(b), such Indemnified Person shall have the right to settle or compromise such Third-Party Claim, and any such settlement or compromise made or caused to be made of such Third-Party Claim in accordance with this Section 6 shall be binding on the Indemnifying Party (to the extent representing Indemnifiable Losses), in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnified Person shall not compromise or settle a Third-Party Claim without the express prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed).

(d)           The Indemnifying Party shall have the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 6(b) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Section 6 shall be binding on the Indemnified Person, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying Party shall not have the right to admit liability on behalf of the Indemnified Person and shall not compromise or settle a Third-Party Claim in each case without the express prior written consent of the Indemnified Person (not to be unreasonably withheld, conditioned or delayed); provided, however, that such prior written consent shall not be required in the case of any such compromise or settlement if and only if the compromise or settlement includes, as part thereof, a full and unconditional release by the plaintiff or claimant of the Indemnified Person and the Indemnifying Party from all liability with respect to such Third-Party Claim and does not require the Indemnifying Party to be subject to any non-monetary remedy.

7.             Contribution and Share Purchase Agreement.

(a)           Each of ORIX, on behalf of itself and the ORIX Indemnified Parties (as defined in the Contribution and Share Purchase Agreement), and HL hereby releases the HLHZ

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Security Holders (as defined in the Contribution and Share Purchase Agreement) from any further obligation that the HLHZ Security Holders may have to indemnify any ORIX Indemnified Party or HL under the Contribution and Share Purchase Agreement and, each of ORIX, on behalf of itself and the ORIX Indemnified Parties, and HL hereby waives any right to seek indemnification from the HLHZ Security Holders under the Contribution and Share Purchase Agreement. Each of ORIX, HL, the Shareholder Representative (as defined in the Contribution and Share Purchase Agreement), on behalf of himself and the HLHZ Security Holders, and Fram, acknowledges and agrees that the HLHZ Security Holders shall have no further obligation under the Contribution and Share Purchase Agreement to indemnify the ORIX Indemnified Parties.  Notwithstanding the foregoing, the release in this Section 7(a) by ORIX shall not apply with respect to any holder whose release in Section 7(b) below is not effective with respect to ORIX.

(b)           The Shareholder Representative, on behalf of himself and the HLHZ Security Holders, hereby releases ORIX from any further obligation that ORIX may have to indemnify the HLHZ Security Holders under the Contribution and Share Purchase Agreement and, the Shareholder Representative, on behalf of himself and the HLHZ Security Holders, hereby waives any right to seek indemnification from ORIX under the Contribution and Share Purchase Agreement.

(c)           For the avoidance of doubt, nothing in Section 7(a) or Section 7(b) shall be deemed to limit, restrict or otherwise affect in any way any obligations of HL or ORIX set forth elsewhere in this Agreement, including their respective obligations under Section 3 and Section 4 hereof.

8.             Mitigation.  Each Indemnified Person claiming a right to indemnification under this Agreement shall make commercially reasonable efforts to mitigate any claim or liability that such Indemnified Person asserts under Section 6.

9.             Amendments and Waivers.

(a)           No provision of this Agreement may be amended or waived unless such amendment or waiver is in writing and signed, in the case of an amendment, by the parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b)           No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

10.          Entire Agreement.  This Agreement, including the Schedule hereto, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and fully supersedes any and all prior or contemporaneous agreements or understandings between the parties hereto pertaining to the subject matter hereof.  This Agreement is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

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11.          Further Assurances.  Each of the parties hereto does hereby covenant and agree on behalf of itself, its successors, and its assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish, and deliver such other instruments, documents and statements, and to take such other action as may be required by law or reasonably necessary to effectively carry out the purposes of this Agreement.

12.          Governing Law; Arbitration.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to conflict of laws principles thereof).  It is understood and agreed between the parties hereto that any and all claims, grievances, demands, controversies, causes of action or disputes of any nature whatsoever, arising out of, in connection with, or in relation to (a) the interpretation, performance or breach of this Agreement or (b) the arbitrability of any claims under this Agreement shall be subject to the provisions of Section 6.5 of the HL Stockholders’ Agreement, which is incorporated herein by reference mutatis mutandis.

13.          Notices.  Any notice, consent, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be subject to Section 6.4 of the HL Stockholders’ Agreement, which is incorporated herein by reference mutatis mutandis.

14.          Certain Rules of Construction.  To the fullest extent permitted by law, the parties hereto intend that any ambiguities shall be resolved without reference to which party may have drafted this Agreement.  All Section titles or other captions in this Agreement are for convenience only, and they shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof.  Unless the context otherwise requires:  (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) words in the singular include the plural, and words in the plural include the singular; (d) provisions apply to successive events and transactions; (e) “herein,” “hereof” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision; (f) “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import; (g) all references to “Sections” refer to Sections of this Agreement unless otherwise noted; and (h) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms.

15.          Binding Effect.  Except as otherwise expressly provided herein, this Agreement shall be binding on and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors and all other Persons hereafter that become a party hereto.

16.          Severability.  In the event that any provision of this Agreement as applied to any party or to any circumstance, shall be adjudged by a court to be void, unenforceable or inoperative as a matter of law, then the same shall in no way affect any other provision in this Agreement, the application of such provision in any other circumstance or with respect to any other party, or the validity or enforceability of this Agreement as a whole.

17.          Successors and Assigns.  This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this Agreement nor any rights, interests or obligations hereunder shall be

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assigned by any party hereto without the prior written consent of the other parties, which consent shall not be unreasonably withheld, conditioned or delayed.

18.          Counterparts.  This Agreement may be executed in any number of multiple counterparts, each of which shall be deemed to be an original copy and all of which shall constitute one agreement, binding on all parties hereto.

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If the foregoing accurately sets forth the agreement among HL, Fram and ORIX and, solely with respect to Section 7 hereof, the Shareholder Representative, regarding the subject matter hereof, please execute and return a copy of this Agreement to HL, from which time it shall constitute a binding agreement among HL, Fram and ORIX and, solely with respect to Section 7 hereof, the Shareholder Representative, effective as of the date first written above.

HOULIHAN LOKEY, INC.
By:	/s/ J. Lindsey Alley
Name: J. Lindsey Alley
Title: Chief Financial Officer

Acknowledged and agreed effective as of
date first written above:
ORIX USA CORPORATION
By:	/s/ Paul E. Wilson
Name:	Paul E. Wilson
Title:	Chief Financial Officer
Acknowledged and agreed effective as of
date first written above:
FRAM HOLDINGS, LLC
By:	/s/ Paul E. Wilson
Name:	Paul E. Wilson
Title:	Chief Financial Officer
Acknowledged and agreed effective as of
date first written above:
SHAREHOLDER REPRESENTATIVE,
solely with respect to Section 7 hereof
By:	/s/ Irwin Gold
Name:	Irwin Gold