REGISTRATION RIGHTS AGREEMENT BY AND AMONG STEPSTONE GROUP INC. AND CERTAIN STOCKHOLDERS DATED AS OF SEPTEMBER 18, 2020Registration Rights Agreement • September 18th, 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 September 18, 2020, is made by and among:
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.
EIGHTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OFLimited Partnership Agreement • September 18th, 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 September 18, 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”).
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).
