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
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”).
