StepStone Group Inc

1.9 Allocation Procedures. With respect to each Exchange, the Asset Class Head shall deliver to SSG an allocation notice (“Allocation Notice”), which shall set forth the proposed allocation of the Exchanged Securities set forth on the Annual Exchange Schedule opposite the applicable Reference Date of such Exchange among the SCP Participations of each SCP Partner, including the pro forma ownership of SCP Participations (and indirectly of Consideration Securities) by the SCP Partners as a result of such Exchange. The Allocation Notice will be delivered (i) with respect to the first Closing, within ten (10) days of the date of this Agreement, and (ii) with respect to any other Closing, no later than February 1 st of the corresponding year for the applicable Reference Date. SSG’s approval of the allocation proposed in any Allocation Notice shall be required only if such allocation does not conform to the programme set out in Schedule C attached hereto, and such approval by SSG shall not be unreasonably withheld; provided that, if SSG does not agree to such proposed allocation, then the SCP Participations subject to the relevant Exchange shall be reallocated to conform to such programme. The Asset Class Head shall promptly and in any event (x) with respect to the first Closing, within twenty (20) days of the date of this Agreement, and (y) with respect to any other Closing, prior to the applicable Reference Date, deliver an exchange notice (an “Exchange Notice”) to each SCP Partner, which shall set forth the amount of Exchanged Securities attributable to the SCP Participations of such SCP Partner in such Exchange. With respect to each Exchange, the Seller shall, reasonably promptly following the applicable Closing, distribute the applicable Consideration Securities and cash amounts to the applicable SCP Partners in accordance with the applicable allocation in redemption of the SCP Participations to which such Exchange is attributable (each such distribution, an “SCP Distribution”), and the Seller shall cause such changes in the SCP Participations as are appropriate to reflect the result of the Exchange and resulting SCP Distribution.

2.1 Conditions to All Parties’ Obligations to Close. The obligations of SSG and STEP, on the one hand, and of the Seller, on the other hand, to complete any Closing contemplated by this Agreement are subject to the fulfillment at or prior to such Closing of each of the following conditions (any or all of which may be waived in whole or in part by SSG with respect to SSG and STEP, or by the Seller as applicable):

(a)Required Regulatory Approvals. The authorizations, consents, orders or approvals of, or declarations or filings with, and the expirations or terminations of waiting periods required from, any Governmental Authorities set forth in Annex B attached hereto, with respect to this Agreement, the Transactions, and the relevant Exchange (all such permits, approvals, filings and consents and the expiration or termination of all such waiting periods being referred to as the “Required Regulatory Approvals”), and all such Required Regulatory Approvals shall be in full force and effect.

(d)No Injunctions or Restraints. No applicable Law or injunction enacted, entered, promulgated, enforced or issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of the Transactions or the relevant Closing shall be in effect.

(e)SPD Shareholders’ Agreement. The SPD Shareholders’ Agreement shall have been duly executed and delivered by all parties thereto and shall be in full force and effect in accordance with its terms.