AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG STEPSTONE GROUP INC. AND CERTAIN STOCKHOLDERS DATED AS OF SEPTEMBER 20, 2021Registration Rights Agreement • September 20th, 2021 • StepStone Group Inc. • Investment advice • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of September 20, 2021, is made by and among:
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 24th, 2020 • StepStone Group Inc. • Investment advice • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of [ ], 2020 (the “Effective Date”) by and between StepStone Group Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
TAX RECEIVABLE AGREEMENT (EXCHANGES) dated as of September 18, 2020Tax Receivable Agreement • September 18th, 2020 • StepStone Group Inc. • Investment advice • Delaware
This TAX RECEIVABLE AGREEMENT (EXCHANGES) (this “Agreement”), dated as of September 18, 2020, is entered into by and among StepStone Group Inc., a Delaware corporation (StepStone Group Inc. and any of its Subsidiaries classified as a corporation for U.S. federal income tax purposes, and any successor thereto, the “Corporation”), StepStone Group LP, a Delaware limited partnership that is classified as a partnership for U.S. federal income tax purposes (the “Partnership”), each of the TRA Holders and the TRA Representative.
TRANSACTION AGREEMENT by and among STEPSTONE GROUP INC., STEPSTONE GROUP LP, STEPSTONE GROUP REAL ASSETS LP, JAMES O’LEARY, as the Asset Class Head, AND THE SELLERS NAMED HEREIN Dated as of February 7, 2024Transaction Agreement • February 8th, 2024 • StepStone Group Inc. • Investment advice • Delaware
This TRANSACTION AGREEMENT (this “Agreement”), dated as of February 7, 2024, is by and among StepStone Group Inc., a Delaware corporation (“STEP”), StepStone Group LP, a Delaware limited partnership (“SSG”, and together with STEP, “StepStone”), StepStone Group Real Assets LP, a Delaware limited partnership (“SIRA”), James O’Leary, solely in his capacity as the representative of the Sellers under this Agreement (the “Asset Class Head”), and each equityholder of SIRA identified as a Seller on Schedule C attached hereto (each, a “Seller”, and collectively, the “Sellers”, and together with STEP, SSG, SIRA, the Asset Class Head, each a “Party” and collectively, the “Parties”).
NINTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STEPSTONE GROUP LP Dated as of September 20, 2021Limited Partnership Agreement • September 20th, 2021 • StepStone Group Inc. • Investment advice • Delaware
NINTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) of StepStone Group LP, a Delaware limited partnership (the “Partnership”), is made and entered into as of September 20, 2021, by and between StepStone Group Holdings LLC, as General Partner, and each of the persons admitted as a Limited Partner as of the date hereof or admitted from time to time after the date hereof as a Limited Partner in accordance with the terms of this Agreement (collectively, the “Partners” with each being referred to separately as a “Partner”).
TRANSACTION AGREEMENT among STEPSTONE GROUP INC. ALTO MERGER SUB 1, INC. ALTO MERGER SUB 2, INC. GREENSPRING ASSOCIATES NEWCO, LLC GREENSPRING BACK OFFICE SOLUTIONS NEWCO, LLC STEPSTONE GROUP LP GREENSPRING ASSOCIATES, INC. GREENSPRING BACK OFFICE...Transaction Agreement • July 7th, 2021 • StepStone Group Inc. • Investment advice • Delaware
THIS TRANSACTION AGREEMENT, dated as of July 7, 2021 (this “Agreement”), is between StepStone Group Inc., a Delaware corporation (“Parent”), Alto Merger Sub 1, Inc., a Delaware corporation (the “NewCo 1”), Alto Merger Sub 2, Inc., a Delaware corporation (the “NewCo 2”), Greenspring Associates NewCo, LLC, a Delaware limited liability company (the “NewCo 3”), Greenspring Back Office Solutions NewCo, LLC, a Delaware limited liability company (the “NewCo 4”), StepStone Group LP, a Delaware limited partnership (“SSGLP”), Greenspring Associates, Inc., a Delaware corporation (“GA Inc.”), Greenspring Back Office Solutions, Inc., a Delaware corporation (the “GBOS, Inc.”), the other Sellers signatory hereto and Shareholder Representative Services LLC, solely in its capacity as the initial Seller Representative hereunder.
FORM OF STOCKHOLDERS AGREEMENTForm of Stockholders Agreement • August 24th, 2020 • StepStone Group Inc. • Investment advice • Delaware
This STOCKHOLDERS AGREEMENT is dated as of [ ], 2020, to be effective from and after the Effective Date, by and among (i) StepStone Group Inc., a Delaware corporation (the “Company”), (ii) StepStone Group LP, a Delaware limited partnership (the “Partnership”) and (iii) the persons and entities named as Class B Holders on the signature pages hereto. Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
STEPSTONE GROUP INC. 4,500,000 Shares of Class A Common Stock Underwriting AgreementRegistration Rights Agreement • November 18th, 2021 • StepStone Group Inc. • Investment advice • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of StepStone Group Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 4,500,000 shares of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 675,000 shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares, together with the shares of Class B Common Stock, par value $0.001 per share, of the Company (the “Class B Common Stock”) are referred to herein as the “Stock.”
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • September 20th, 2021 • StepStone Group Inc. • Investment advice • Delaware
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of September 20, 2021 (the “Effective Date”), by and among (i) StepStone Group Inc., a Delaware corporation (the “Company”), (ii) StepStone Group LP, a Delaware limited partnership (the “Partnership”), and (iii) the persons and entities named as Class B Holders and Greenspring Holders on the signature pages hereto. Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • August 24th, 2020 • StepStone Group Inc. • Investment advice • Delaware
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2020, is made by and among:
SUPPORT AGREEMENTSupport Agreement • February 8th, 2024 • StepStone Group Inc. • Investment advice • Delaware
THIS SUPPORT AGREEMENT, dated as of February 7, 2024 (this “Agreement”), is entered into by and between StepStone Group Inc., a Delaware corporation (the “Company”), and the Class B Committee under the Stockholders Agreement (as defined below) (the “Class B Committee”).
TRANSACTION AGREEMENT by and among STEPSTONE GROUP INC., STEPSTONE GROUP LP, STEPSTONE EUROPE LIMITED, SWISS CAPITAL ALTERNATIVE INVESTMENTS AG, SC PARTNER LP AND MARCEL SCHINDLER, as Initial Asset Class Head, Dated as of February 7, 2024Transaction Agreement • February 8th, 2024 • StepStone Group Inc. • Investment advice • Delaware
This TRANSACTION AGREEMENT (this “Agreement”), dated as of February 7, 2024, is by and among StepStone Group Inc., a Delaware corporation (“STEP”), StepStone Group LP, a Delaware limited partnership (“SSG”), Stepstone Europe Limited, a private limited liability company incorporated in England (“SSE” and together with STEP and SSG, “StepStone”), Marcel Schindler, solely in his capacity as the representative of the Seller under this Agreement, Swiss Capital Alternative Investments AG, a private company limited by shares incorporated in the canton of Zurich (“SPD”), SC Partner LP, a Cayman Islands exempted limited partnership, acting by its general partner SC General Partner Limited (the “Seller” and together with STEP, SSG, SSE, the Asset Class Head, each a “Party” and collectively, the “Parties”).
STEPSTONE GROUP INC. [ ] Shares of Class A Common Stock Form of Underwriting AgreementStepStone Group Inc. • September 1st, 2020 • Investment advice • New York
StepStone Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of Class A Common Stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares, together with the shares of Class B Common Stock, par value $0.001 per share, of the Company (the “Class B Common Stock”) are referred to herein as the “Stock.” Immediately prior to the Closing Date (as defined herein), the Company will complete a reorganization transaction (the “Reorganization”) as describ
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • August 7th, 2023 • StepStone Group Inc. • Investment advice • New York
This Consulting Services Agreement (this “Agreement”) is entered into as of August 1, 2023 (the “Effective Date”) by and among StepStone Group Inc. (the “Company”), StepStone Group LP (the “Partnership”), MMAR HNL, LLC (“MMAR”) and Monte Brem (“Brem” and together with the Company, the Partnership and MMAR the “Parties”).
STOCKHOLDERS AGREEMENTStockholders Agreement • September 18th, 2020 • StepStone Group Inc. • Investment advice • Delaware
This STOCKHOLDERS AGREEMENT is dated as of September 18, 2020, to be effective from and after the Effective Date, as defined below, by and among (i) StepStone Group Inc., a Delaware corporation (the “Company”), (ii) StepStone Group LP, a Delaware limited partnership (the “Partnership”) and (iii) the persons and entities named as Class B Holders on the signature pages hereto. Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
EXCHANGE AGREEMENTExchange Agreement • September 18th, 2020 • StepStone Group Inc. • Investment advice • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of September 18, 2020, is hereby entered into by and among StepStone Group Inc., a Delaware corporation (the “Company”), StepStone Group LP, a Delaware limited partnership (the “Partnership”), and the Partnership Unitholders (as defined herein).
STEPSTONE GROUP INC. [●] Shares of Class A Common Stock Underwriting AgreementStepStone Group Inc. • March 16th, 2021 • Investment advice • New York
Certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) of StepStone Group Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] shares of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares, together with the shares of Class B Common Stock, par value $0.001 per share, of the Company (the “Class B Common Stock”) are referred to herein as the “Stock.”
OPTION AGREEMENTOption Agreement • November 3rd, 2022 • StepStone Group Inc. • Investment advice • Delaware
This OPTION AGREEMENT (this “Agreement”), dated as of November 2, 2022 (the “Effective Date”), is entered into between Conversus Holdings LLC, a North Carolina limited liability company (“CH”), StepStone Group LP, a Delaware limited partnership (“StepStone”), StepStone Group Inc., a Delaware corporation (“STEP” and, together with StepStone, the “Purchasers”) and StepStone Conversus LLC, to be renamed as StepStone Group Private Wealth LLC, a Delaware limited liability company (the “Adviser” or the “Company” and, together with CH, StepStone, and STEP, each a “Party” and together the “Parties”).
FORM OF EXCHANGE AGREEMENTForm of Exchange Agreement • August 24th, 2020 • StepStone Group Inc. • Investment advice • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of [ ], 2020, is hereby entered into by and among StepStone Group Inc., a Delaware corporation (the “Company”), StepStone Group LP, a Delaware limited partnership (the “Partnership”), and the Partnership Unitholders (as defined herein).
CLASS C EXCHANGE AGREEMENTClass C Exchange Agreement • September 20th, 2021 • StepStone Group Inc. • Investment advice • Delaware
This CLASS C EXCHANGE AGREEMENT (this “Agreement”), dated as of September 20, 2021, is hereby entered into by and among StepStone Group Inc., a Delaware corporation (the “Company”), StepStone Group LP, a Delaware limited partnership (the “Partnership”), and the Partnership Unitholders (as defined herein).
FORM OF EIGHTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STEPSTONE GROUP LP Dated as of [ ], 2020Agreement • September 1st, 2020 • StepStone Group Inc. • Investment advice • Delaware
AGREEMENT (the “Agreement”) of StepStone Group LP, a Delaware limited partnership (the “Partnership”), is made and entered into as of [ ] 2020, by and between StepStone Group Holdings LLC, as General Partner, and each of the persons admitted as a Limited Partner as of the date hereof or admitted from time to time after the date hereof as a Limited Partner in accordance with the terms of this Agreement (collectively, the “Partners” with each being referred to separately as a “Partner”).
