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...

Exhibit 2.1

Execution Version

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 SOLUTIONS, INC.

the SELLERS signatory hereto,

and

SHAREHOLDER REPRESENTATIVE SERVICES LLC,

as the Seller Representative

Dated as of July 7, 2021

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS			3

Section 1.1	Certain Defined Terms		3
Section 1.2	Table of Definitions		19

ARTICLE II THE MERGER			23

Section 2.1	The Mergers		23
Section 2.2	Contributions and Exchanges		24
Section 2.3	Closing; Effective Time		24
Section 2.4	Effects of the Mergers		25
Section 2.5	Surviving Entity Organizational Documents; Parent Stockholders Agreement		25
Section 2.6	Directors; Officers		26
Section 2.7	Conversion of Equity Interests		26
Section 2.8	Dissenting Shares		27
Section 2.9	Certain Deliveries		28
Section 2.10	Closing Estimates and Consideration Allocation Schedule		31
Section 2.11	Post-Closing Adjustment of Closing Date Consideration		32
Section 2.12	Earnout Payments		35
Section 2.13	Withholding Rights		35
Section 2.14	Seller Representative		36

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE GROUP COMPANIES			38

Section 3.1	Organization and Qualification		38
Section 3.2	Authority		39
Section 3.3	No Conflict; Required Filings and Consents		40
Section 3.4	Capitalization		41
Section 3.5	Equity Interests		42
Section 3.6	Financial Statements; No Undisclosed Liabilities		42
Section 3.7	Absence of Certain Changes or Events		43
Section 3.8	Compliance with Law; Permits		43
Section 3.9	Litigation		47
Section 3.10	Employee Benefit Plans		47
Section 3.11	Labor and Employment Matters		49
Section 3.12	Title to, Sufficiency and Condition of Assets		51
Section 3.13	Real Property		52
Section 3.14	Intellectual Property		52
Section 3.15	Taxes		54
Section 3.16	Environmental Matters		58
Section 3.17	Material Contracts		58

TABLE OF CONTENTS

(Continued)


		Page
Section 3.18	Affiliate Interests and Transactions		60
Section 3.19	Insurance		61
Section 3.20	Privacy and Security		61
Section 3.21	Clients		62
Section 3.22	Track Record		65
Section 3.23	Brokers		65
Section 3.24	Investment Intent		65
Section 3.25	Unclaimed Property		66
Section 3.26	Disclaimer of Representations and Warranties		66

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT, SSGLP, NEWCO 1, NEWCO 2, NEWCO 3 AND NEWCO 4			66

Section 4.1	Organization		66
Section 4.2	Authority		67
Section 4.3	No Conflict; Required Filings and Consents		67
Section 4.4	SEC Filings		68
Section 4.5	Issuance of Equity Consideration		68
Section 4.6	Absence of Certain Changes		69
Section 4.7	Financing		69
Section 4.8	Brokers		69
Section 4.9	Assets and Liabilities		69

ARTICLE V COVENANTS			70

Section 5.1	Stockholder Consent and Agreement		70
Section 5.2	Conduct of Business Prior to the Closing		70
Section 5.3	Access to Information		72
Section 5.4	Exclusivity		73
Section 5.5	Confidentiality		74
Section 5.6	Reasonable Best Efforts; Further Assurances		74
Section 5.7	Client Consents		75
Section 5.8	Tax Matters		77
Section 5.9	Employee Matters; Directors and Officers Insurance; Errors and Omissions Insurance		81
Section 5.10	Public Announcements		83
Section 5.11	Seller Release		83
Section 5.12	Non-Compete; Non-Solicitation; Non-Disparagement		84
Section 5.13	Financing		85
Section 5.14	Financing Cooperation		86
Section 5.15	Indemnification		88
Section 5.16	Defined Benefit Plan		90
Section 5.17	Pre-Closing Transfer of Entities		91

TABLE OF CONTENTS

(Continued)


		Page
Section 5.18	Transaction Expense Invoices		91
Section 5.19	Subsequent Client Commitments		91

ARTICLE VI CONDITIONS TO CLOSING			91

Section 6.1	General Conditions		91
Section 6.2	Conditions to Obligations of the Sellers and the Group Companies		92
Section 6.3	Conditions to Obligations of Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4		92

ARTICLE VII TERMINATION			93

Section 7.1	Termination		93
Section 7.2	Effect of Termination		95
Section 7.3	Reverse Termination Fee; Limitation on Liability		95

ARTICLE VIII GENERAL PROVISIONS			97

Section 8.1	Survival		97
Section 8.2	Fees and Expenses		97
Section 8.3	Amendment and Modification		97
Section 8.4	Extension		97
Section 8.5	Waiver		98
Section 8.6	Notices		98
Section 8.7	Interpretation		99
Section 8.8	Entire Agreement		100
Section 8.9	No Third-Party Beneficiaries		100
Section 8.10	Governing Law		101
Section 8.11	Submission to Jurisdiction		101
Section 8.12	Assignment; Successors		102
Section 8.13	Enforcement		102
Section 8.14	Severability		103
Section 8.15	Waiver of Jury Trial		103
Section 8.16	Counterparts		103
Section 8.17	Facsimile, .pdf or Electronic Signature		104
Section 8.18	No Presumption against Drafting Party		104
Section 8.19	Waiver of Conflicts Regarding Representation		104


Exhibit A-1		Form of GA Stockholder Consent and Agreement
Exhibit A-2		Form of GBOS Stockholder Consent and Agreement
Exhibit B		Form of A&R RRA
Exhibit C		Form of A&R SSGLP LPA

iii

TABLE OF CONTENTS

(Continued)


		Page
Exhibit D	Form of Class C Exchange Agreement
Exhibit E	Form of Earnout Addendum
Exhibit F	Form of Escrow Agreement
Exhibit G	Form of A&R Parent Stockholders Agreement
Exhibit H-1	Form of Consent Notice – Separately Managed Account Clients
Exhibit H-2	Form of Consent Notice – Private Fund Clients

TRANSACTION AGREEMENT

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.

RECITALS

A. Immediately prior to the occurrence of the Mergers on the terms set forth herein, each of the partners of Greenspring Associates LP, a Delaware limited partnership (“GALP”) (other than GA Inc.) and each of the members of Greenspring Back Office Solutions, LLC, a Delaware limited liability company (“GBOS”) (other than GBOS Inc.), desire to contribute (i) all of the limited partner interests of GALP (the “GALP Interests”) held by them and (ii) all of the limited liability company membership interests of GBOS (the “GBOS Units”) held by them, to SSGLP, in each case in exchange for cash and certain Class C Units of SSGLP (as defined in the A&R SSGLP LPA, the “SSGLP Units”), which are or will become exchangeable into shares of Class A Common Stock, par value $0.001 per share, of Parent (the “Parent Class A Common Stock”) in accordance with the terms of the A&R SSGLP LPA and the Class C Exchange Agreement.

B. The boards of directors of each of NewCo 1 and GA Inc. have (i) determined that the merger of NewCo 1 with and into GA Inc. (the “GA Merger”), with GA Inc. surviving the GA Merger as a direct and wholly-owned subsidiary of Parent, would be advisable and fair to, and in the best interests of, their respective stockholders, and (ii) approved the GA Merger upon the terms and subject to the conditions set forth in this Agreement pursuant to the General Corporation Law of the State of Delaware (the “DGCL”).

C. The boards of directors of each of NewCo 2 and GBOS Inc., have (i) determined that the merger of NewCo 2 with and into the GBOS Inc. (the “GBOS Merger”), with GBOS Inc. surviving the GBOS Merger as a direct and wholly-owned subsidiary of Parent, would be advisable and fair to, and in the best interests of, their respective stockholders, and (ii) approved the GBOS Merger upon the terms and subject to the conditions set forth in this Agreement pursuant to the DGCL.

D. The managing member or board of directors of each of GA Inc. and NewCo 3, as applicable, have (i) determined that the merger of GA Inc. with and into NewCo 3 (the “NewCo 3 Merger”), with NewCo 3 surviving the NewCo 3 Merger as a direct and wholly-owned subsidiary of Parent, would be advisable and fair to, and in the best interests of, their respective members or stockholders, as applicable and (ii) approved the NewCo 3 Merger upon the terms and subject to the conditions set forth in this Agreement pursuant to the Limited Liability Company Act of the State of Delaware (the “Act”) or the DGCL, as applicable.

E. The managing member or board of directors of each of GBOS Inc. and NewCo 4, as applicable, have (i) determined that the merger of GBOS Inc. with and into NewCo 4 (the “NewCo 4 Merger” and together with GA Merger, the GBOS Merger and the NewCo 3 Merger, the “Mergers”), with NewCo 4 surviving the NewCo 4 Merger as a direct and wholly-owned subsidiary of Parent, would be advisable and fair to, and in the best interests of, their respective members or stockholders, as applicable and (ii) approved the NewCo 4 Merger upon the terms and subject to the conditions set forth in this Agreement pursuant to the Act or the DGCL, as applicable.

F. Based on the recommendation of the board of directors of GA Inc. that the GA Merger would be advisable and fair to, and in the best interests of, its stockholders, as promptly as practicable following the execution and delivery of this Agreement, it is expected that the holders (the “GA Stockholders”) of 100% of the issued and outstanding shares of common stock, par value $0.01 per share, of GA Inc. (the “GA Common Stock”) shall approve and adopt this Agreement and the GA Merger in accordance with Sections 228 and 251 of the DGCL by delivering a GA Stockholder Consent and Agreement in substantially the form of Exhibit A-1 (the “GA Stockholder Consent and Agreement”).

G. Based on the recommendation of the board of directors of GBOS Inc. that the GBOS Merger would be advisable and fair to, and in the best interests of, its stockholders, as promptly as practicable following the execution and delivery of this Agreement, it is expected that the holders (the “GBOS Stockholders”) of 100% of the issued and outstanding shares of common stock, par value $0.01 per share, of GBOS Inc. (the “GBOS Common Stock”) shall approve and adopt this Agreement and the GBOS Merger in accordance with Sections 228 and 251 of the DGCL by delivering a GBOS Stockholder Consent and Agreement in substantially the form of Exhibit A-2 (the “GBOS Stockholder Consent and Agreement”).

H. For U.S. federal income tax purposes, it is intended that (i)(A) the GA Merger and the Newco 3 Merger and (B) the GBOS Merger and the Newco 4 Merger, in each case, will constitute an integrated transaction described in Rev. Rul. 2001-46, 2001-2 C.B. 321 that qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that this Agreement constitutes a “plan of reorganization” for purposes of the Code with respect to each Merger and (ii) the Contribution and Exchange Transactions, taken together, be treated as a series of exchanges under Section 721(a) of the Code to the extent received in exchange for the Unit Consideration and as a sale under section 1001 of the Code to the extent received in exchange for Cash.

I. Parent expects to use the proceeds of the Financing, if any, to acquire interests in GA Inc. and GBOS Inc. through the Mergers, with the Financing being treated as a “qualified liability” (within the meaning of Treasury Regulations Section 1.707-5(a)(6) and 1.163-8T).

AGREEMENT

In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Defined Terms. For purposes of this Agreement:

“A&R RRA” shall mean the Amended and Restated Registration Rights Agreement (as amended from time to time) of Parent, substantially in the form of Exhibit B hereto.

“A&R SSGLP LPA” shall mean the Ninth Amended and Restated Limited Partnership Agreement of SSGLP (as amended from time to time), substantially in the form of Exhibit C hereto.

“Action” means any claim, action, suit, inquiry, proceeding, examination, audit or investigation by or before any Governmental Authority, or any other arbitration, mediation or similar proceeding.

“Additional Consideration” means the aggregate amount, if any, payable to the Sellers pursuant to Section 2.11 and the Earnout Addendum.

“Adjustment Escrow Amount” means $750,000.

“Adjustment Escrow Fund” means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in the Escrow Agreement, including any remaining interest or other amounts earned thereon.

“Advisers Act” means the Investment Advisers Act of 1940, as amended.

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.

“Allocated Share” shall mean the Percentage set forth on the Consideration Allocation Schedule.

“Ancillary Agreements” means the GA Stockholder Consent and Agreement, the GBOS Stockholder Consent and Agreement, the Escrow Agreement, the A&R Parent Stockholders Agreement, the Class C Exchange Agreement, the Earnout Addendum and all other agreements, documents and instruments required to be delivered by any party pursuant to this Agreement, and any other agreements, documents or instruments entered into at or prior to the Closing in connection with this Agreement or the transactions contemplated hereby.

“Antitrust Filing Fees” means all filing fees paid to Governmental Authorities for the filings under the HSR Act and any other applicable Antitrust Law in connection with the transactions contemplated herein.

“Antitrust Law” means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, the Xxxxxxx Antitrust Act of 1890, the Xxxxxxx Antitrust Act of 1914, the Federal Trade Commission Act of 1914, each as amended, and any other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restricting or lessening of competition or restraint of trade.

“Applicable Accounting Principles” means GAAP applied on a basis consistent with the preparation of the Balance Sheet; provided, that in the event of a conflict between GAAP and consistent application with the preparation of the Balance Sheet, GAAP shall prevail. For the avoidance of doubt, in the event that the Closing Date occurs on a day that is not the last day of a regular quarterly reporting period (a “Quarterly Period”) of the Group Companies, for purposes of calculating the Merger Consideration and its components hereunder, the amount of revenue of the Group Companies shall be determined on a pro rata basis based on the total revenue attributable to such Quarterly Period multiplied by a fraction, the numerator of which is the number of days that have elapsed in such Quarterly Period from the first day of such Quarterly Period through and including the date that is immediately prior to the Closing Date and the denominator of which is the number of days in the entire Quarterly Period.

“Base Stock Consideration” means 12,643,556.47 shares of Parent Class A Common Stock.

“Base Stock Consideration Value” means $433,265,600.00.

“Base Unit Consideration” means 3,114,723 SSGLP Units.

“Base Unit Consideration Value” means $106,734,400.00.

“Base Date” means March 31, 2021.

“Base Date Revenue Run Rate” means, with respect to any Client, the dollar amount set forth opposite such Client’s name under the heading “Revenue Run Rate” on Schedule 1.1(a) of the Disclosure Letter, as may be adjusted pursuant to Section 5.19.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the City of New York.

“Business Track Record” means all rights to the investment performance, performance record and financial history of the Group Companies since their inception, and all documentation related to such performance and history, including all records required to be prepared or maintained by the Group Companies or their respective Affiliates under applicable Law in order to demonstrate or substantiate such performance and history.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act, Pub. L. 116-136 (116th Cong.) Mar. 27, 2020, the Presidential Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, dated August 8, 2020, IRS Notice 2020-65, the Consolidated Appropriations Act, 2021 and any related or successor legislation, guidance, rules and regulations promulgated thereunder relating to COVID-19.

“Cash” means, as at a specified date, the aggregate amount of all cash and cash equivalents of the Group Companies required to be reflected as cash and cash equivalents on a consolidated balance sheet of the Group Companies as of such date prepared in accordance with GAAP (including any uncleared checks and drafts issued to a Group Company that have been deposited or are in the possession of a Group Company), net of (i) any outstanding checks, wires and bank overdrafts of the Group Companies and (ii) any restricted cash of the Group Companies, including any security deposits, customer deposits or other cash collateral of the Group Companies.

“Class C Exchange Agreement” means that certain Class C Exchange Agreement, substantially in the form of Exhibit D, to be entered and effective on the Closing Date, between SSGLP, Parent and each of former holders of GALP Interests and GBOS Units, which shall provide for, among other things, the terms and conditions of the conversion of SSGLP Units into shares Parent Class A Common Stock.

“Client” means any Person to which a Group Company directly or indirectly provides Investment Services pursuant to an Investment Contract, including each Private Fund and each Separately Managed Account Client, but, for the avoidance of doubt, excluding Private Fund Investors.

“Closing Date Cash Consideration” means the Closing Date Consideration minus the Base Stock Consideration Value minus the Base Unit Consideration Value minus any portion of the Excess Cash Amount that Parent elects to pay in the form of shares of Parent Class A Common Stock or SSGLP Units pursuant to Section 2.2 or Section 2.7.

“Closing Date Consideration” means (a) (i) $725,000,000, plus (ii) the Estimated Cash, plus (iii) the Estimated Working Capital Overage, if any, minus (iv) the Estimated Indebtedness, minus (v) the Estimated Working Capital Underage, if any, minus (vi) the Adjustment Escrow Amount, minus (vii) the Estimated Transaction Expenses, minus (viii) the Expense Fund, minus (ix) the Specified Bonus multiplied by (b) the Closing Date Client Consent Percentage.

“Closing Date Client Consent Percentage” means the fraction, expressed as a percentage (which, for the avoidance of doubt, may not be greater than 100%), having a numerator equal to the Closing Date Revenue Run Rate and a denominator equal to the Total Revenue Run Rate.

“Closing Date Revenue Run Rate” means, on an aggregate basis, the Base Date Revenue Run Rate of all Consenting Clients.

“Closing Working Capital Overage” shall mean the amount, if any, by which the Closing Net Working Capital is greater than Target Net Working Capital. If the Closing Net Working Capital is equal to or lower than Target Net Working Capital, then Closing Working Capital Overage shall be zero.

“Closing Working Capital Underage” shall mean the amount, if any, by which the Closing Net Working Capital is less than Target Net Working Capital. If the Closing Net Working Capital is equal to or greater than Target Net Working Capital, then Closing Working Capital Underage shall be zero.

“Consent” means any consent, approval, authorization, waiver, permit, grant, agreement, exemption, or order of, registration, certificate, declaration or filing with, or report or notice to, any Person, including any Governmental Authority.

“Consenting Client” means Clients for which the Group Companies have received Consents (or are deemed to have received Consents) in accordance with Section 5.7, as applicable, prior to the Closing; provided, that: (A) if a Client has multiple accounts with the Group Companies and provides (or is deemed to have provided) its Consent with respect to certain of those accounts but does not provide (and is not deemed to have provided) its Consent with respect to other of those accounts, then, such Client shall be deemed to be a Consenting Client with respect to those accounts for which it has provided (or is deemed to have provided) its Consent and shall not be deemed to be a Consenting Client with respect to those accounts for which such Client has not provided (and is not deemed to have provided) its Consent; and (B) a Client shall not be a Consenting Client with respect to an account of such Client if, prior to the Closing, such Client: (x) withdraws its assets under management with respect to such account (provided, that if a Client withdraws a portion of its assets under management such Client shall only be deemed a Consenting Client with respect to the remaining assets under management and the Revenue Run Rate attributable to such Consenting Client for purposes of determining the Closing Date Revenue Run Rate shall be calculated based upon such remaining assets under management); (y) provides notice to a Group Company or the Sellers that such Client is terminating, or intends to terminate, such account; or (z) after providing its Consent, withdraws its Consent.

“Contract” means any legally binding contract, agreement, arrangement or understanding, whether written or oral and whether express or implied.

“control,” including the terms “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, as general partner or managing member, by Contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof or related or associate epidemics, pandemic or disease outbreaks.

“COVID-19 Financial Assistance Program” means any financial assistance program implemented by any Governmental Authority in connection with or in response to COVID-19 (including, for the avoidance of doubt, the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof), including the Families First Act, the CARES Act and the Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, dated August 8, 2020) and subsequent guidance issued in respect thereof, and any other similar or additional federal, state, local, or non-U.S. Law, or administrative guidance intended to benefit taxpayers in response to COVID-19 and the associated economic downturn.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, order, directive, guideline or recommendation by any Governmental Authority or public health agency in connection with or in response to COVID-19, including, but not limited to, the CARES Act, the Occupational Safety and Health Administration and the Center for Disease Control and Prevention guidelines and requirements, such as social distancing, cleaning, and other similar or related measures.

“Directly Held Entities” means Greenspring Crossover I GP, LLC, Greenspring GP III, LLC, Greenspring XX XX, LLC, Greenspring Opportunities XX XX, LLC, Greenspring GP VII, Ltd., Greenspring GP VIII, Ltd., Greenspring GP VIII SARL, Greenspring FF-GP, LLC, Greenspring FF-XX XX, LLC and Greenspring FF-XX XX, Ltd.

“Earnout Addendum” means that certain Earnout Addendum in the form of Exhibit E.

“Earnout Payment” has the meaning set forth in the Earnout Addendum.

“Earnout Period” has the meaning set forth in the Earnout Addendum.

“Encumbrance” means any charge, claim, limitation, condition, equitable interest, mortgage, lien, option, pledge, security interest, easement, encroachment, right of first refusal, adverse claim or restriction of any kind, including any restriction on or transfer or other assignment, as security or otherwise, of or relating to use, quiet enjoyment, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Environmental Laws” means all Laws relating to pollution or protection of the environment, exposure of any individual to Hazardous Materials, and Laws which prohibit, regulate or control any Hazardous Material, including Laws relating to emissions, discharges, releases or threatened releases of Hazardous Materials, or otherwise relating to the manufacture, processing, registration, distribution, labeling, sale, or the exposure of others to, recycling, use, treatment, storage, disposal, transport, or handling of Hazardous Materials or any product containing any Hazardous Material, and including related electronic waste, product content or product take-back requirements.

“Equity Securities” means, with respect to any Person, any share, interest, participation or other (however designated) equity interest in such Person, including (a) capital stock, membership interests and partnership interests, (b) any stock appreciation right, phantom stock, interest in the ownership or earnings of such Person or other equity equivalent or equity-based award or right, (c) any bond, debenture or other Indebtedness having the right to vote with the equity holders of such Person or convertible or exchangeable for securities having the right to vote with the equity holders of such Person and (d) any warrant, option, convertible or exchangeable security, or other rights to purchase or otherwise acquire any of the foregoing.

“ERISA Affiliate” means any trade or business, whether or not incorporated, under common control with any Group Company and that, together with any Group Company, is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“Escrow Agent” means Citibank, N.A., or its successor under the Escrow Agreement.

“Escrow Agreement” means the Escrow Agreement to be entered into by Parent, the Seller Representative and the Escrow Agent, substantially in the form attached as Exhibit F hereto.

“Estimated Working Capital Overage” shall mean the amount, if any, by which the Estimated Net Working Capital is greater than Target Net Working Capital. If the Estimated Net Working Capital is equal to or lower than Target Net Working Capital, then Estimated Working Capital Overage shall be zero.

“Estimated Working Capital Underage” shall mean the amount, if any, by which the Estimated Net Working Capital is less than Target Net Working Capital. If the Estimated Net Working Capital is equal to or greater than Net Working Capital, then Estimated Working Capital Underage shall be zero.

“Excess Cash Amount” means the excess, if any, of (i) (A) the Closing Date Consideration minus (B) the Base Stock Consideration Value minus (C) the Base Unit Consideration Value over (ii) $185,000,000.

“Expense Fund Amount” means $250,000.

“Expense Fund” means the Expense Fund Amount deposited with the Seller Representative, as such amount may be increased or decreased.

“Financing Source Parties” means, collectively, the Financing Sources, their Affiliates and such Persons’ and their Affiliates’ respective current, former and future directors, officers, general or limited partners, shareholders, members, managers, controlling persons, employees, Representatives and agents, and the respective successors and assigns of each of the foregoing.

“Financing Sources” means the entities that have committed to provide or to cause to provide, or otherwise entered into agreements in connection with, the Financing or other financings in connection with the transactions contemplated hereby, including the parties to the Financing Commitments and any related commitments to purchase or otherwise provide the Financing or any part thereof from such entities, and to any joinder agreements, credit agreements, purchase agreements, indentures or similar agreements (including the definitive agreements executed in connection with the Financing Commitments (and the related fee letters) or any such related commitments) relating thereto.

“Fund Documents” means with respect to a Client that is a Private Fund, the then-current limited partnership agreement, limited liability company agreement, operating agreement, shareholders’ agreement, memorandum and articles of association, or similar governing document governing the operations of any entities that comprise such Private Fund, as well as the then-current offering documents (if any) of such pooled vehicle.

“Fundamental Representations” means the representations set forth in Section 3.1, Section 3.2, Section 3.3(a)(i), Section 3.3(a)(ii), Section 3.4 and Section 3.23.

“GAAP” means United States generally accepted accounting principles and practices as in effect on the date hereof.

“GALP Partners” means the limited partners and the general partner of GALP.

“GBOS Members” means GBOS Inc. and Xxxx Xxxxxxxx.

“Government Stimulus Payments” means any proceeds or amounts received from or in connection with (a) any loan pursuant to the “Paycheck Protection Program” as defined in Sections 1102 and 1106 of the CARES Act, (b) any funds pursuant to the “Economic Injury Disaster Loan” program or an advance on an “Economic Injury Disaster Loan” pursuant to Section 1110 of the CARES Act or (c) any similar programs in any state, local or non-U.S. jurisdiction.

“Governmental Authority” means any United States or non-United States federal, national, supranational, state, provincial, local or similar government, governmental, regulatory or administrative authority, branch, agency or commission or any court, tribunal, or arbitral or judicial body (including any grand jury).

“Group Companies” means GA Inc., GBOS, Inc., GALP, GBOS, each Directly Held Entity or any of their respective Subsidiaries.

“Group Company Employees” means, collectively, officers, directors and employees of any Group Company, or their respective Subsidiaries, and all other individual service providers of any Group Company or their respective Subsidiaries.

“Hazardous Materials” means any material, emission, or substance that has been designated by a Governmental Authority to be a pollutant, contaminant, hazardous, toxic, radioactive or biological waste, or otherwise a danger to health, reproduction or the environment, including asbestos-containing materials, mold, and petroleum and petroleum products or any fraction thereof.

“Immediate Family” means, with respect to any specified Person, such Person’s spouse, parents, children, grandparents, grandchildren and siblings, including adoptive relationships and relationships through marriage, or any other relative of such Person that shares such Person’s home.

“Indebtedness” means, without duplication (but before taking into account the consummation of the transactions contemplated hereby): (i) the unpaid principal amount of accrued interest, premiums, penalties and other payment obligations and amounts due (including such amounts that would become due as a result of the consummation of the transactions contemplated by this Agreement), in each case, in respect of (A) all indebtedness for borrowed

money of the Group Companies, including indebtedness evidenced by notes, debentures, letters of credit, bonds or other similar instruments, and (B) all obligations with respect to interest-rate hedging, swaps or similar financial arrangements; (ii) all obligations under finance or capital leases with respect to which any Group Company is liable, determined on a consolidated basis in accordance with GAAP; (iii) any amounts for the deferred purchase price of goods and services, including any earn out liabilities associated with past acquisitions (other than trade payables incurred in the ordinary course of business); (iv) all liabilities with respect to any current or former employee, officer, manager or director of any Group Company that arise before or on the Closing Date, including any earned and unpaid salary or other guaranteed payments (in each case, whether or not accrued), any earned deferred compensation, any liability in respect of earned and unpaid bonuses (payable in cash or otherwise, whether or not accrued) for the prior fiscal year and for the period commencing on first day of the fiscal year and ending on the Closing Date, and any employment Taxes payable by any Group Company with respect to the foregoing; (v) unpaid management fees or other amounts owed by the Group Companies to any Seller or any Related Party of any Seller; (vi) with respect to any Group Company, unpaid distributions to members or partners which are declared or contractually obligated under the Organizational Documents of such Group Company to be paid at or prior to Closing; (vii) all deposits and monies received in advance, deferred revenue (as determined in accordance with GAAP) or deferred rental obligations of the Group Companies; (viii) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by any Group Company; (ix) any and all unpaid Pre-Closing Taxes, which shall not be less than zero; (x) any “applicable employment taxes” (as defined in Section 2302(d)(1) of the CARES Act) that any Group Company has elected to defer pursuant to Section 2302 of the CARES Act or other applicable Law, to the extent not included in the calculation of Closing Net Working Capital as finally determined pursuant to Section 2.11; (xi) all liabilities in respect of underfunding of the Defined Benefit Plan with respect to accruals up to the Closing Date or, if later, the termination date of the Defined Benefit Plan; (xii) all liabilities or obligations set forth on Schedule 1.1(b) of the Disclosure Letter and (xiii) all obligations of the type referred to in clauses (i) through (viii) of other Persons for the payment of which any Group Company is responsible or liable, as obligor, guarantor, surety or otherwise, including any guarantee of such obligations.

“Investment Contract” means any investment advisory, investment sub-advisory, investment management, or similar Contract pursuant to which a Group Company provides Investment Services to any Person, including, any limited partnership agreement, limited liability company agreement or equivalent document governing a Private Fund, and any side letter or similar undertaking with or to any investor in a Private Fund.

“Intellectual Property” means all intellectual property rights arising from or associated with the following, whether protected, created or arising under the laws of the United States or any other jurisdiction: (i) trade names, trademarks and service marks (registered and unregistered), domain names and other Internet addresses or identifiers, social media accounts, social media handles, trade dress and similar rights, and applications (including intent to use applications and similar reservations of marks and all goodwill associated therewith) to register any of the foregoing (collectively, “Marks”); (ii) patents and patent applications (collectively, “Patents”); (iii) copyrights, works of authorship, copyrightable works, copyright registrations and applications therefor (collectively, “Copyrights”); (iv) trade secrets, know-how, inventions,

methods, processes and processing instructions, technical data, specifications, research and development information, Technology, product roadmaps, business plans, customer lists and any other information, in each case to the extent any of the foregoing derives economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure or use, excluding any Copyrights or Patents that may cover or protect any of the foregoing (collectively, “Trade Secrets”); and (v) moral rights, publicity rights, data base rights and any other proprietary or intellectual property rights of any kind or nature that do not comprise or are not protected by Marks, Patents, Copyrights or Trade Secrets.

“Investment Services” means any services that (i) involve acting as or being an investment advisor within the meaning of the Advisers Act or any similar Law and performing activities related or incidental thereto (including investment sub-advisory services), (ii) involve providing investment management or investment supervisory services, (iii) involve providing assistance, guidance or advice regarding possible investments or the allocation of investments and performing activities related or incident thereto that does not involve acting as or being an investment adviser within the meaning of the Advisers Act or (iv) involve creating customized investment solutions, model portfolios or indices that does not involve acting as or being an investment adviser within the meaning of the Advisers Act.

“knowledge,” with respect to the Group Companies, means the actual knowledge of the Persons listed on Schedule 1.1(c) of the Disclosure Letter.

“Law” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or order of any Governmental Authority.

“Leased Real Property” means all real property leased, subleased or licensed to any Group Company or which any Group Company otherwise has a right or option to use or occupy, together with all structures, facilities, fixtures, systems, improvements and items of property previously or hereafter located thereon, or attached or appurtenant thereto, and all easements, rights and appurtenances relating to the foregoing.

“Marketing Period” means, unless otherwise agreed to by Parent and GA Inc., the first period of 15 consecutive Business Days after the date of this Agreement throughout which Parent shall have the Required Information; provided, that:

(i) November 25, 2021 and November 26, 2021 shall not be deemed to be Business Days for purposes of calculating such 15-Business Day period;

(ii) if such 15-Business Day period has not ended on or prior to August 20, 2021, then such 15-Business Day period shall not commence prior to September 7, 2021 and if such 15-Business Day period has not ended on or prior to December 17, 2021, then such 15-Business Day period shall not commence prior to January 4, 2022; and

(iii) the Marketing Period shall not be deemed to have commenced if, at any time after the date of commencement thereof and prior to the completion of the Marketing Period, (a) prior to the completion of such 15 consecutive Business Day period, the auditors providing an audit opinion with respect to any of the financial statements contained in the Required Information shall have withdrawn such audit opinion in which case the Marketing

Period shall not be deemed to commence unless and until a new unqualified audit opinion is issued with respect to the applicable Required Information by such auditors or another nationally-recognized public accounting firm or (b) there shall have been communicated to Parent or publicly announced any intention to restate any historical financial information included in the Required Information or the Sellers or Group Companies shall be aware of an error or omission in the Required Information that could reasonably be expected to require restatement of any historical financial statements included in the Required Information, in which case the Marketing Period shall be deemed not to commence unless and until such restatement has been completed or it has been determined that no restatement shall be required under GAAP;

provided, further, that if the Marketing Period under the Financing Commitments has ended (whether by waiver or otherwise) prior to the end of the Marketing Period under this Agreement, the Marketing Period under this Agreement shall end concurrently.

“Material Adverse Effect” means any event, change, circumstance, occurrence, effect, result or state of facts that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, assets, liabilities, condition (financial or otherwise), results of operations of the Group Companies, taken as a whole; provided, however, that a Material Adverse Effect shall not include any event, change, occurrence or effect to the extent attributable to (A) changes or developments generally affecting the economy or the financial, commodities or securities markets, in the United States or globally, including effects on the industry in which the Group Companies operate, (B) changes in the political climate, the outbreak or escalation of hostilities or any acts of war or terrorism, social unrest, strikes, natural disaster, epidemics, pandemics, other outbreaks of infectious disease, including in each case COVID-19, or other “acts of God”, (C) changes in any applicable Laws or applicable accounting regulations or principles (or interpretations thereof) after the date hereof, (D) in and of itself, the failure by the Group Companies to meet any internal or other projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations (provided that the underlying reason for such failure to meet such projections, budgets, plans, or forecasts may be deemed to constitute a Material Adverse Effect or be taken into account in determining whether a Material Adverse Effect has occurred) or (E) any action taken by or at the written request of Parent or any action not taken at the written request of Parent; provided, however, that in the cases of the foregoing clauses (A) through (C), except to the extent any of the events, changes, circumstances, occurrences, effects or state of facts materially and disproportionately impact the Group Companies, as compared to the other companies in the industries in which the Group Companies operate.

“Merger Consideration” means (i) the Closing Date Consideration, plus (ii) any Additional Consideration (including any consideration payable to the Sellers under the terms of the Earnout Addendum).

“Net Working Capital” means, as at a specified date (and without duplication of any amount included in the definition of Indebtedness, Cash or Transaction Expenses that are reflected in the calculation of the Closing Date Consideration, including any adjustments pursuant to Section 2.11), an amount (which may be positive or negative) equal to (i) the consolidated current assets of the Group Companies, minus (ii) the consolidated current liabilities of the Group Companies, in each case before taking into account the consummation of

the transactions contemplated hereby, and calculated in accordance with the Applicable Accounting Principles and in a manner consistent with the calculation of Net Working Capital attached hereto as Schedule 1.1(d) of the Disclosure Letter; provided, however, for the avoidance of doubt, (i) Net Working Capital shall exclude any amounts relating to or included in Cash, Indebtedness, Transaction Expenses or items relating to Taxes (including current or deferred) to the extent such amounts are reflected in the calculation of the Merger Consideration (to avoid any double-counting with any other adjustments) and (ii) the consolidated current assets of the Group Companies shall include the amount of overfunding of the Defined Benefit Plan immediately following the termination of the Defined Benefit Plan.

“Offering Information” means, such historical financial statements regarding the Group Companies of the type that would be required by Regulation S-X and Regulation S-K under the Securities Act for registered offerings of equity securities, which shall have been reviewed or audited, as applicable, by the Group Companies’ auditors in accordance with applicable accounting standards and, in any event, shall include (i) audited balance sheets and related statements of operations, comprehensive income, stockholders’ or members’ equity and cash flows of each of GA Inc., GBOS Inc., GALP and GBOS, in each case, prepared in accordance with GAAP, for the two most recent fiscal years that shall have ended at least 60 days prior to the Closing Date (together with the unqualified audit reports of the independent accountants for, as applicable, GA Inc., GBOS Inc., GALP and GBOS) and (ii) unaudited balance sheets and related statements of operations, comprehensive income, stockholders’ or members’ equity and cash flows of GA Inc., GBOS Inc., GALP and GBOS, in each case, prepared in accordance with GAAP, for each fiscal quarter and corresponding year-to-date period (other than the fourth fiscal quarter) ended after the date of the most recent balance sheet delivered pursuant to clause (i) above and at least 40 days prior to the Closing Date.

“Order” means any order, injunction, judgment, or ruling of any Governmental Authority.

“Organizational Documents” means the certificate of incorporation and by-laws of a corporation, the certificate of formation and operating agreement of a limited liability company, the certificate of partnership and partnership agreement of a general or limited partnership, the declaration or agreement of trust and by-laws of a trust, and the similar organizational or constituent documents of any other Person other than a natural person.

“Owned Real Property” means all real property owned by the Group Companies, together with all structures, facilities, fixtures, systems, improvements and items of property previously or hereafter located thereon, or attached or appurtenant thereto, and all easements, rights and appurtenances relating to the foregoing.

“Parent Client” means any Person to which Parent directly or indirectly provides Investment Services, including any Private Fund or separately managed account.

“Parent Employees” means, collectively, officers, directors and employees of Parent or any of its Subsidiaries, and all other individual service providers of Parent or any of its Subsidiaries.

“Parent Material Adverse Effect” means any event, change, circumstance, occurrence, effect, result or state of facts that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, assets, liabilities, condition (financial or otherwise), results of operations of Parent, SSGLP and their respective Subsidiaries, taken as a whole; provided, however, that a Parent Material Adverse Effect shall not include any event, change, occurrence or effect to the extent attributable to (A) changes or developments generally affecting the economy or the financial, commodities or securities markets, in the United States or globally, including effects on the industry in which Parent and its Subsidiaries operate, (B) changes in the political climate, the outbreak or escalation of hostilities or any acts of war or terrorism, social unrest, strikes, natural disaster, epidemics, pandemics, other outbreaks of infectious disease, including in each case COVID-19, or other “acts of God”, (C) changes in any applicable Laws or applicable accounting regulations or principles (or interpretations thereof) after the date hereof, (D) in and of itself, the failure by Parent to meet any internal or other projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations (provided that the underlying reason for such failure to meet such projections, budgets, plans, or forecasts may be deemed to constitute a Parent Material Adverse Effect or be taken into account in determining whether a Parent Material Adverse Effect has occurred) or (E) any action taken by or at the written request of GA Inc., any Group Company, the Sellers or any action not taken at the written request of a Group Company; provided, however, that in the cases of the foregoing clauses (A) through (C), except to the extent any of the events, changes, circumstances, occurrences, effects or state of facts materially and disproportionately impact Parent, as compared to the other companies in the industries in which Parent and its Subsidiaries operate.

“Pass-Through Tax Returns” shall mean Tax Returns reporting the operations of any Group Company for which the items of income, deductions, credits, gains or losses reported on such Tax Returns are passed through to the direct or indirect beneficial owner(s) of such Group Company under applicable Law. Pass-Through Tax Returns shall not include any Tax Return with respect to which a Group Company is itself considered an entity that is legally responsible for the payment of Tax shown as due on such Tax Return under applicable Law (for instance, a Tax Return with respect to an entity that is otherwise classified as an S corporation, partnership or is disregarded for U.S. federal income Tax purposes will not be a Pass-Through Tax Return if such entity would be responsible for the payment of Taxes shown on such Tax Return, other than in connection with any “imputed underpayment” within the meaning of Section 6225 of the Code).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor organization.

“Person” means an individual, corporation, partnership, limited liability company, limited liability partnership, syndicate, person, trust, association, organization or other entity, including any Governmental Authority, and including any successor, by merger or otherwise, of any of the foregoing.

“Plans” means (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA) and all bonus, equity option, equity purchase, restricted equity, phantom equity, equity or equity-based, incentive, deferred compensation, retention, change in control, retiree medical or life insurance, supplemental retirement, severance, fringe benefit or other benefit plans, programs or arrangements, and all employment, termination, severance, consulting, independent contractor or other contracts or agreements to which any Group Company is a party, with respect to which any Group Company has or could reasonably be expected to have any obligation or which are maintained, contributed to or sponsored by any Group Company for the benefit of any current or former Group Company Employee; (ii) each pension plan subject to Title IV of ERISA for which any Group Company could reasonably be expected to incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated; and (iii) each pension plan subject to Title IV of ERISA in respect of which any Group Company could reasonably be expected to incur liability under Section 4212(c) of ERISA; excluding, in each case, any plan, program, agreement or other arrangement maintained outside of the United States and required by applicable Law or regulation (e.g., government mandated severance plans or social benefits).

“Pre-Closing Tax Period” means all taxable periods ending on or before the Closing Date and the portion of any Straddle Period that ends on the Closing Date.

“Pre-Closing Taxes” means, without duplication, (i) all Taxes (or the non-payment thereof) of, or imposed on, the Group Companies for each Pre-Closing Tax Period, including any Taxes relating to an adjustment by the IRS in the amount of any item of income, gain, loss, deduction or credit of any Group Company, or any member’s distributive share thereof, that results in an “imputed underpayment” as described in Section 6225(b) of the Code, (ii) Taxes required to be paid as a result of an election, if any, pursuant to Section 965(h) of Code (including any such Taxes that are required to be paid with respect to any post-Closing Tax Period) and (iii) Taxes attributable to any inclusion under Section 951(a) or Section 951A of the Code in the gross income of Parent or its Affiliates at the end of the taxable year of any Group Company that includes, but does not end on, the Closing Date as a result of income accrued, transactions effected or investments made on or prior to the Closing Date.

“Private Fund” means any investment vehicle that is not registered for public sale in the United States or any other jurisdiction for which any Group Company or Parent (as the context requires) provides Investment Services or acts as the sponsor, general partner, managing member, or in any similar capacity (including any master fund, feeder fund, parallel fund, single investor fund, alternative investment vehicle, co-investment vehicle or similar investment vehicle).

“Private Fund Investor” means any limited partner or equity investor in a Private Fund.

“QSub” means a “qualified subchapter S subsidiary” as such term is defined in Section 1361(b)(3)(B) of the Code.

“Related Party,” with respect to any specified Person, means: (i) any Affiliate of such specified Person, or any director, executive officer, manager, general partner or managing member of such Affiliate; (ii) any Person who serves or within the past three years has served as a director, executive officer, manager, partner, member or in a similar capacity of such specified Person; (iii) any Immediate Family member of a Person described in clause (ii); or (iv) any other Person who holds, individually or together with any Affiliate of such other Person and any member(s) of such Person’s immediate family, more than 5% of the outstanding equity or ownership interests of such specified Person.

“Required Information” means (i) audited consolidated balance sheets of Greenspring Associates, LLC and its Consolidated Subsidiaries, for the three most recent fiscal years that shall have ended at least 60 days prior to the Closing Date and the related audited consolidated statements of operations, changes in members’ equity, and income of Greenspring Associates, LLC and the Consolidated Subsidiaries for the periods then ended, together with all related notes and schedules thereto; (ii) the unaudited consolidated balance sheet of Greenspring Associates, LLC and the Consolidated Subsidiaries, and the related consolidated statements of operations, changes in members’ equity and income of Greenspring Associates, LLC and its Subsidiaries, together with all related notes and schedules thereto, for each fiscal quarter (other than the fourth fiscal quarter) ended after the date of the most recent balance sheet delivered pursuant to clause (i) above and at least 40 days prior to the Closing Date; (iii) audited balance sheets and related statements of operations, comprehensive income, stockholders’ or members’ equity and cash flows of each of GA Inc., GBOS Inc., GALP and GBOS, in each case, prepared in accordance with GAAP, for the two most recent fiscal years that shall have ended at least 60 days prior to the Closing Date and (iv) unaudited balance sheets and related statements of operations, comprehensive income, stockholders’ or members’ equity and cash flows of GA Inc., GBOS Inc., GALP and GBOS, in each case, prepared in accordance with GAAP, for each fiscal quarter (other than the fourth fiscal quarter) ended after the date of the most recent balance sheet delivered pursuant to clause (iii) above and at least 40 days prior to the Closing Date.

“Representatives” means, with respect to any Person, the officers, directors, principals, employees, agents, auditors, advisors, bankers and other representatives of such Person.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Sellers” means the GA Stockholders, the GBOS Stockholders, the GALP Partners and the GBOS Members.

“Separately Managed Account Client” means any Client other than a Private Fund.

“Software” means any and all computer programs, software (in object and source code), firmware, middleware, applications, API’s, web widgets, code and related algorithms, models and methodologies, files, documentation and all other tangible embodiments thereof.

“Specified Bonus” means the amount of cash set forth on the Consideration Allocation Schedule (which amount shall not exceed $3,700,000) plus any employer Taxes payable in connection therewith.

“Stock Consideration” means a number of shares of Parent Class A Common Stock equal to (i) the Base Stock Consideration plus (ii) any additional shares of Parent Class A Common Stock issued by Parent pursuant to Section 2.7 on the Closing Date.

“Straddle Period” means any taxable period that includes (but does not end on) the Closing Date.

“Subsidiary” means, with respect to any Person, any other Person of which at least 50% of the outstanding voting securities or other voting equity interests are owned, directly or indirectly, by such first Person; provided, that for the avoidance of doubt, Subsidiaries shall not include Clients or their Subsidiaries.

“Systems” means servers, hardware systems, databases, circuits, networks and other computer and telecommunications assets and equipment.

“Target Net Working Capital” means $850,000.

“Tax Receivable Agreement” means that certain Tax Receivable Agreement (Exchanges), dated as of September 18, 2020, by and among StepStone Group Inc., StepStone Group LP, and each of the other persons and entities parties thereto

“Tax Return” means any return, election, designation, declaration, report, claim for refund, estimate, information return, statement, filing or any other document of any nature whatsoever relating to Taxes, including any schedule or attachment thereto and including any amendment thereof, including any return, declaration, report or other statement provided or required to be provided to any Person for compliance with sections 1471-1474 of the Code (including any intergovernmental agreements thereunder and any Treasury Regulations or other official interpretations with respect thereof).

“Taxes” means: (i) all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, registration, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of a similar kind (including any amounts resulting from the failure to file any Tax Return) (whether imposed directly or through withholding and whether or not disputed), together with any interest and any penalties, additions to tax or other similar additional amounts with respect thereto (or attributable to the nonpayment thereof); (ii) any liability for payment of amounts described in clause (i) whether as a result of transferee liability, of being a member of an affiliated, consolidated, combined or unitary group for any period or otherwise through operation of law; and (iii) any liability for the payment of amounts described in clauses (i) or (ii) as a result of any tax sharing, tax receivable, tax indemnity or tax allocation agreement or any other express or implied agreement to indemnify any other Person, other than any agreement or arrangement not primarily related to Taxes and entered into in the ordinary course of business.

“Technology” means any or all of the following: (i) works of authorship including Software, computer programs, source code, and executable code, whether embodied in software, firmware or otherwise, architecture, documentation, designs, files, and records, (ii) inventions (whether or not patentable), discoveries, and improvements, (iii) proprietary and confidential information, trade secrets and know how, (iv) databases, data compilations and collections and technical data, (v) domain names, web addresses and Websites, (vi) tools, methods and processes, and (vii) any and all instantiations or embodiments of the foregoing in any form and embodied in any media.

“Total Revenue Run Rate” means $73,534,253, as may be adjusted pursuant to Section 5.19.

“Transaction Expenses” means, without duplication of any amount included in the definition of Indebtedness or Net Working Capital that are reflected in the calculation of the Closing Date Consideration (including any adjustments pursuant to Section 2.11), the aggregate amount of any and all fees and expenses, incurred or payable by or on behalf of, or paid or to be paid directly by, the Group Companies or any Person that any Group Company pays or reimburses or is otherwise legally obligated to pay or reimburse (including any such fees and expenses incurred by or on behalf of the Sellers) in connection with the process of selling the Group Companies or the negotiation, preparation or execution of this Agreement or the Ancillary Agreements (including any process run by or on behalf of the Group Companies in connection with such transaction) or the performance or consummation of the transactions contemplated hereby or thereby, including: (i) all fees and expenses of counsel, advisors, consultants, investment bankers, accountants, auditors and any other experts in connection with the transactions contemplated hereby; (ii) any fees and expenses associated with obtaining necessary or appropriate waivers, consents, or approvals of any Governmental Authority, Client Consents or third parties on behalf of any Group Company in connection with the transactions contemplated hereby; (iii) any fees or expenses associated with obtaining the release and termination of any Encumbrances in connection with the transactions contemplated hereby; (iv) all brokers’, finders’ or similar fees in connection with the transactions contemplated hereby; (v) any change of control payments, bonuses, severance, termination, retention obligations or similar payments payable in cash by any Group Company in connection with the transactions contemplated hereby (for the avoidance of doubt, excluding (1) any Merger Consideration, (2) the acceleration of the vesting or payment of any Equity Securities, and (3) any severance or other payments (A) arising as a result of the termination of any Group Company Employee (1) by Parent or any of its Affiliates on or after the Closing Date or (2) by the Group Companies prior to the Closing Date at the express and written direction of Parent or (B) put into place by Parent or by the Group Companies at Parent’s written request), including any employer Taxes payable in connection therewith; (vi) 100% of the Pre-Closing Transfer Taxes and 50% of the Other Transfer Taxes, in accordance with Section 5.8; and (vii) the cost of the D&O Tail Policy and the E&O Tail Policy; provided, that the Specified Bonus shall not be a Transaction Expense.

“Transaction Parent Stock Price” means $34.2677 per share of Parent Class A Common Stock.

“Treasury Regulations” means the income tax regulations, including temporary regulations and, to the extent taxpayers are permitted to rely on them, proposed regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Unit Consideration” means a number of SSGLP Units equal to (i) the Base Unit Consideration, plus (ii) any additional SSGLP Units issued by SSGLP pursuant to Section 2.2 on the Closing Date.

“Websites” means all Internet websites, including content, text, graphics, images, audio, video, data, databases, Software and related items included on or used in the operation of and maintenance thereof, and all documentation, ASP, HTML, DHTML, SHTML, and XML files, cgi and other scripts, subscriber data, archives, and server and traffic logs and all other tangible embodiments related to any of the foregoing.

Section 1.2 Table of Definitions. The following terms have the meanings set forth in the Sections referenced below:


Definition		Location
A&R Parent Stockholders Agreement		2.5(c)
Act		Recitals
Adviser Compliance Policies		3.8(f)
Affirmative Consent		5.7(b)(ii)
Agreement		Preamble
Balance Sheet		3.6(b)
Bankruptcy and Equity Exception		3.2(a)
Beneficial Ownership Regulation		5.14(a)(ii)
Business		5.12
Business IP		3.14(c)
Certificate of Merger		2.3(b)
Certificates of Merger		2.3(b)
Closing		2.3(a)
Closing Cash		2.11(a)
Closing Date		2.3(a)
Closing Indebtedness		2.11(a)
Closing Net Working Capital		2.11(a)
Closing Transaction Expenses		2.11(a)
Code		Recitals
Company Indemnified Parties		5.9(c)
Company Registered IP		3.14(e)
Confidentiality Agreement		5.6
Consideration Allocation Schedule		2.10(b)
Consolidated Subsidiaries		3.6(a)
Continuing Employee		5.9(d)
Contribution and Exchange Transactions		2.2(b)
Copyrights		1.1
D&O Tail Policy		5.9
Data Room		8.7
Debt Payoff Letter		2.9(b)(iii)
Defined Benefit Plan		5.16
DGCL		Recitals
Disclosure Letter		Article III
Dissenting Shares		2.8
E&O Tail Policy		5.9
Estimated Cash		2.10
Estimated Closing Statement		2.10
Estimated Indebtedness		2.10
Estimated Net Working Capital		2.10
Estimated Transaction Expenses		2.10
Exchange Act		4.4(a)
Final Closing Statement		2.11(a)
Financial Statements		3.6(a)
Financing		4.7
Financing Commitments		4.7


GA Common Stock		Recitals
GA Effective Time		2.3(b)
GA Inc.		Preamble
GA Merger		Recitals
GA Shares		2.7(a)
GA Stockholder Consent and Agreement		Recitals
GA Stockholders		Recitals
GA Surviving Corporation		2.1(a)
GA Surviving Entity		2.1(c)
GALP		Recitals
GALP Contribution and Exchange		2.2(a)
GALP Interests		Recitals
GBOS		Recitals
GBOS Common Stock		Recitals
GBOS Contribution and Exchange		2.2(b)
GBOS Effective Time		2.3(b)
GBOS Interim Financial Statements		3.6(a)
GBOS Merger		Recitals
GBOS Shares		2.7(b)
GBOS Stockholder Consent and Agreement		Recitals
GBOS Stockholders		Recitals
GBOS Surviving Corporation		2.1(b)
GBOS Surviving Entity		2.1(d)
GBOS Units		Recitals
GBOS, Inc.		Preamble
Group Company Closing Certificate		6.3(d)
Xxxxxxxxx		8.19(a)
HSR Act		3.3(b)
Independent Accounting Firm		2.11(c)
Intended Merger Tax Treatment		5.8(h)(i)
Intended Tax Treatment		5.8(h)(i)
Interim Financial Statements		3.6(a)
Interim Period		5.2
Investment Company Act		3.21(a)
IRS		3.10(b)
Losses		5.15(a)
Marks		1.1
Material Contracts		3.17(a)
Mergers		Recitals
Xxxxxx Xxxxxxx		3.23
Multiemployer Plan		3.10(c)
Multiple Employer Plan		3.10(c)
Negative Consent Notice		5.7(b)(iii)
Net Adjustment Amount		2.11(f)(i)
NewCo 1		Preamble
NewCo 2		Preamble


NewCo 3		Preamble
NewCo 3 Effective Time		2.3(b)
NewCo 3 Merger		Recitals
NewCo 4		Preamble
NewCo 4 Effective Time		2.3(b)
NewCo 4 Merger		Recitals
Notice of Disagreement		2.11(b)
Offering		5.14(b)
Other Transfer Taxes		5.8(f)
Parent		Preamble
Parent Benefit Plans		5.9(f)
Parent Class A Common Stock		Recitals
Parent Closing Certificate		6.2(d)
Parent Indemnified Parties		5.15(a)
Parent Prepared Returns		5.8(c)
Parent Related Parties		7.3(c)
Parent SEC Documents		4.4(a)
Patents		1.1
Payoff Indebtedness		2.9(a)(iii)
Permits		3.8(b)
Permitted Encumbrances		3.12(a)
Personal Information		3.20(a)
PPP Loan		3.15(x)
Pre-Closing Transfer		5.17
Pre-Closing Transfer Taxes		5.8(f)
Privacy Laws		3.20(a)
Private Fund Financial Statement		3.21(n)
Proprietary Software		3.14(h)
Proskauer		8.19
Rev. Proc. 2018-12		5.9(e)(iii)
Reverse Termination Fee		7.3
RIAs		3.8(c)
S Corporation Status Relief Request		5.8(g)
Sanctions		3.8(s)
SEC		3.8(f)
Seller Prepared Returns		5.8(c)
Seller Representative		2.14(a)
SSGLP		Preamble
SSGLP Units		Recitals
Tax Accounting Firm		5.8(a)
Termination Date		7.1(f)
Trade Secrets		1.1
Transfer Taxes		5.8(f)

ARTICLE II

THE MERGER

Section 2.1 The Mergers.

(a) Upon the terms and subject to the conditions of this Agreement, at the GA Effective Time and in accordance with the DGCL, NewCo 1 shall be merged with and into GA Inc. pursuant to which (x) the separate corporate existence of NewCo 1 shall cease, (y) GA Inc. shall be the surviving entity in the GA Merger (thereinafter, the “GA Surviving Corporation”) and shall continue its existence under the laws of the State of Delaware as a wholly owned Subsidiary of Parent and (z) all of the properties, rights, privileges, powers and franchises of GA Inc. and NewCo 1 will vest in the GA Surviving Corporation, and all of the debts, liabilities, obligations and duties of GA Inc. and NewCo 1 will become the debts, liabilities, obligations and duties of the GA Surviving Corporation;

(b) Upon the terms and subject to the conditions of this Agreement, at the GBOS Effective Time and in accordance with the DGCL, NewCo 2 shall be merged with and into GBOS Inc. pursuant to which (x) the separate corporate existence of NewCo 2 shall cease, (y) GBOS Inc. shall be the surviving entity in the GBOS Merger (thereinafter, the “GBOS Surviving Corporation”) and shall continue its existence under the laws of the State of Delaware as a wholly owned Subsidiary of Parent and (z) all of the properties, rights, privileges, powers and franchises of GBOS Inc. and NewCo 2 will vest in the GBOS Surviving Corporation, and all of the debts, liabilities, obligations and duties of GBOS Inc. and NewCo 2 will become the debts, liabilities, obligations and duties of the GBOS Surviving Corporation; and

(c) Upon the terms and subject to the conditions of this Agreement immediately following the GA Effective Time, and in accordance with the DGCL and the Act, the GA Surviving Corporation shall be merged with and into NewCo 3 pursuant to which (x) the separate corporate existence of the GA Surviving Corporation shall cease, (y) NewCo 3 shall be the surviving entity in the NewCo 3 Merger (thereinafter, the “GA Surviving Entity”) and shall continue its existence under the laws of the State of Delaware as a wholly owned Subsidiary of Parent and (z) all of the properties, rights, privileges, powers and franchises of the GA Surviving Corporation and NewCo 3 will vest in the GA Surviving Entity, and all of the debts, liabilities, obligations and duties of the GA Surviving Corporation and NewCo 3 will become the debts, liabilities, obligations and duties of the GA Surviving Entity.

(d) Upon the terms and subject to the conditions of this Agreement, immediately following the GBOS Effective Time, and in accordance with the DGCL and the Act, the GBOS Surviving Corporation shall be merged with and into NewCo 4 pursuant to which (x) the separate corporate existence of the GBOS Surviving Corporation shall cease, (y) NewCo 4 shall be the surviving entity in the NewCo 4 Merger (thereinafter, the “GBOS Surviving Entity”) and shall continue its existence under the laws of the State of Delaware as a wholly owned Subsidiary of Parent and (z) all of the properties, rights, privileges, powers and franchises of the GBOS Surviving Corporation and NewCo 4 will vest in the GBOS Surviving Entity, and all of the debts, liabilities, obligations and duties of the GBOS Surviving Corporation and NewCo 4 will become the debts, liabilities, obligations and duties of the GBOS Surviving Entity.

(e) The parties intend that this Agreement shall constitute a “plan of merger” for all purposes under the DGCL and DLLCA.

Section 2.2 Contributions and Exchanges.

(a) Upon the terms and subject to the conditions of this Agreement, at the Closing and immediately prior to the GA Effective Time, the GALP Partners, other than GA Inc., shall contribute all of the GALP Interests held by them to SSGLP, free and clear of all Encumbrances (other than Encumbrances that the GALP Interests are subject to under applicable securities Laws) in exchange for the portion of the Closing Date Cash Consideration and the Base Unit Consideration allocated to such GALP Partner on the Consideration Allocation Schedule (collectively, the “GALP Contribution and Exchange”), plus an additional number of SSGLP Units or an additional amount of cash (as determined in the sole discretion of Parent) with a value equal to such GALP Partner’s Allocated Share of the Excess Cash Amount, if any, plus any Additional Consideration allocated to such GALP Partner on the Consideration Allocation Schedules.

(b) Upon the terms and subject to the conditions of this Agreement, at the Closing and immediately prior to the GBOS Effective Time, the GBOS Members, other than GBOS Inc., shall contribute all of the GBOS Units held by them to SSGLP, free and clear of all Encumbrances (other than Encumbrances that the GBOS Units are subject to under applicable securities Laws), in exchange for the portion of the Closing Date Cash Consideration and the Base Unit Consideration allocated to such GBOS Member on the Consideration Allocation Schedule (collectively, the “GBOS Contribution and Exchange”, and together with the GALP Contribution and Exchange, the “Contribution and Exchange Transactions” ), plus an additional number of SSGLP Units or an additional amount of cash (as determined in the sole discretion of Parent) with a value equal to such GBOS Member’s Allocated Share of the Excess Cash Amount, if any, plus any Additional Consideration allocated to such GBOS Member on the Consideration Allocation Schedules.

(c) For the avoidance of doubt, (1) under no circumstance shall SSGLP be required to issue SSGLP Units in excess of the Base Unit Consideration and (2) if Parent elects to issue SSGLP Units in lieu of paying cash with respect to the Excess Cash Amount payable to the GALP Partners or the GBOS Members, the SSGLP Units shall be valued by dividing the amount of the Excess Cash Amount that Parent elects to pay to the GALP Partners or the GBOS Members in SSGLP Units by the Transaction Parent Stock Price (rounded down to the nearest SSGLP Unit).

Section 2.3 Closing; Effective Time.

(a) The closing of the Contribution and Exchange Transactions and the Mergers (the “Closing”) shall be held via electronic exchange of documents on the third Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of those conditions) or at such other time or on such other date as the parties mutually may agree in

writing; provided, that, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of those conditions), the Closing shall occur on the date following such satisfaction or waiver of such conditions (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of those conditions) that is the earlier to occur of (a) a Business Day during the Marketing Period to be specified by Parent on no less than three (3) Business Days prior written notice to GA Inc. and (b) the second (2^nd) Business Day following the final day of the Marketing Period. The day on which the Closing actually takes place is referred to as the “Closing Date.”

(b) As soon as practicable on the Closing Date, the parties shall cause a certificates of merger in customary form be executed and filed with the Secretary of State of the State of Delaware with respect to the Mergers (each, a “Certificate of Merger” and together the “Certificates of Merger”). The Mergers shall become effective upon the filing of the applicable Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as the parties shall agree and as shall be specified in the applicable Certificate of Merger. The date and time when the GA Merger shall become effective is herein referred to as the “GA Effective Time.”. The date and time when the GBOS Merger shall become effective is herein referred to as the “GBOS Effective Time.”. The date and time when the NewCo 3 Merger shall become effective is herein referred to as the “NewCo 3 Effective Time.”. The date and time when the NewCo 4 Merger shall become effective is herein referred to as the “NewCo 4 Effective Time.”

Section 2.4 Effects of the Mergers. The Mergers shall have the effects provided for in this Agreement and in the applicable provisions of the DGCL and the Act.

Section 2.5 Surviving Entity Organizational Documents; Parent Stockholders Agreement.

(a) At the GA Effective Time, the certificate of incorporation and bylaws of GA Inc. as in effect immediately prior to the GA Effective Time, shall become the certificate of incorporation and bylaws of the GA Surviving Corporation until thereafter amended in accordance with their terms and the DGCL.

(b) At the GBOS Effective Time, the certificate of incorporation and bylaws of GBOS Inc. as in effect immediately prior to the GBOS Effective Time, shall become the certificate of incorporation and bylaws of the GBOS Surviving Corporation until thereafter amended in accordance with their terms and the DGCL.

(c) At the NewCo 3 Effective Time, the limited liability company operating agreement of NewCo 3 as in effect immediately prior to the NewCo 3 Effective Time, shall be the limited liability company operating agreement the GA Surviving Entity until thereafter amended in accordance with its terms.

(d) At the NewCo 4 Effective Time, the limited liability company operating agreement of NewCo 4 as in effect immediately prior to the NewCo 4 Effective Time, shall be the limited liability company operating agreement the GBOS Surviving Entity until thereafter amended in accordance with its terms.

(e) Effective as of the later of GA Effective Time or the GBOS Effective Time, the Stockholders Agreement of Parent, dated as of September 18, 2020, shall be amended and restated in substantially the form of Exhibit G (the “A&R Parent Stockholders Agreement”).

Section 2.6 Directors; Officers.

(a) From and after the GA Effective Time, (a) directors of GA Inc. serving immediately prior to the GA Effective Time shall be directors of the GA Surviving Corporation until the earlier of their resignation or removal or until its successor is duly elected and qualified, as the case may be and (b) the officers of GA Inc. serving immediately prior to the GA Effective Time shall be the officers of the GA Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

(b) From and after the GBOS Effective Time, (a) directors of GBOS Inc. serving immediately prior to the GBOS Effective Time shall be directors of the GBOS Surviving Corporation until the earlier of their resignation or removal or until its successor is duly elected and qualified, as the case may be and (b) the officers of GBOS Inc. serving immediately prior to the GBOS Effective Time shall be the officers of the GBOS Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

(c) From and after the NewCo 3 Effective Time, (a) the managing member of NewCo 3 serving immediately prior to the NewCo 3 Effective Time shall be the managing member of the GA Surviving Entity until the earlier of its resignation or removal or until its successor is duly elected and qualified, as the case may be and (b) the officers of NewCo 3 serving immediately prior to the NewCo 3 Effective Time shall be the officers of the GA Surviving Entity until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

(d) From and after the NewCo 4 Effective Time, (a) the managing member of NewCo 4 serving immediately prior to the NewCo 4 Effective Time shall be the managing member of the GBOS Surviving Entity until the earlier of its resignation or removal or until its successor is duly elected and qualified, as the case may be and (b) the officers of NewCo 4 serving immediately prior to the NewCo 4 Effective Time shall be the officers of the GBOS Surviving Entity until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Section 2.7 Conversion of Equity Interests.

(a) At the GA Effective Time, by virtue of the GA Merger and without any further action on the part of any Person:

(i) the shares of GA Common Stock (each, a “GA Shares”) that are issued and outstanding immediately prior to the GA Effective Time shall be converted into the right of the GA Stockholders to receive, at the times specified in this Agreement, the portion of the Closing Date Cash Consideration and the Base Stock Consideration set forth on the Consideration Allocation Schedules, less the portion of the Specified Bonus allocated to such GBOS Stockholder on the Consideration Allocation Schedule, plus an additional number of shares of Parent Class A Common Stock or an additional amount of cash (as determined in the sole discretion of Parent) with a value equal to such GA Stockholder’s Allocated Share of the Excess Cash Amount, if any, plus (when and if payable) such GA Stockholder’s Allocated Share of Additional Consideration, if any, in each case, without interest; and

(ii) each share of capital stock of NewCo 1 issued and outstanding immediately prior to the GA Effective Time shall be converted into an share of capital stock of the GA Surviving Corporation.

(b) At the GBOS Effective Time, by virtue of the GBOS Merger and without any further action on the part of any Person:

(i) the shares of GBOS Common Stock (each, a “GBOS Shares”) that are issued and outstanding immediately prior to the GBOS Effective Time shall be converted into the right of the GBOS Stockholders to receive, at the times specified in this Agreement, the portion of the Closing Date Cash Consideration and the Base Stock Consideration set forth on the Consideration Allocation Schedule, less the portion of the Specified Bonus allocated to such GBOS Stockholder on the Consideration Allocation Schedule, plus an additional number of shares of Parent Class A Common Stock or an additional amount of cash (as determined in the sole discretion of Parent) with a value equal to such GBOS Stockholder’s Allocated Share of the Excess Cash Amount, if any, plus (when and if payable) such GBOS Stockholder’s Allocated Share of Additional Consideration, if any, in each case, without interest; and

(ii) each share of capital stock of NewCo 2 issued and outstanding immediately prior to the GBOS Effective Time shall be converted into an share of capital stock of the GBOS Surviving Corporation.

(c) At the NewCo 3 Effective Time, each share of capital stock of the GA Surviving Corporation issued and outstanding immediately prior to the NewCo 3 Effective Time shall be converted into a share of capital stock of the GA Surviving Entity.

(d) At the NewCo 4 Effective Time, each share of capital stock of the GBOS Surviving Corporation issued and outstanding immediately prior to the NewCo 4 Effective Time shall be converted into a share of capital stock of the GBOS Surviving Entity.

(e) For the avoidance of doubt, (1) under no circumstance shall Parent be required to issue shares of Parent Class A Common Stock in excess of the Base Stock Consideration and (2) if Parent elects to issue shares of Parent Class A Common Stock in lieu of paying cash with respect to the Excess Cash Amount payable to the GA Stockholders or the GBOS Stockholders, the shares of Parent Class A Common Stock shall be valued by dividing the amount of the Excess Cash Amount that Parent elects to pay to the GA Stockholders and the GBOS Stockholders, as applicable, in shares of Parent Class A Common Stock by the Transaction Parent Stock Price (rounded down to the nearest share of Parent Class A Common Stock).

Section 2.8 Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, GA Shares or GBOS Shares outstanding immediately prior to the GA Effective Time or the GBOS Effective Time, respectively, and held by a holder who is entitled to demand and has properly demanded appraisal for such GA Shares or GBOS Shares in accordance with Section 262 of the DGCL, if such Section provides for appraisal rights for such GA Shares or

GBOS Shares in the GA Merger or the GBOS Merger (“Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive a portion of the Merger Consideration unless and until such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. If, after the GA Effective Time or the GBOS Effective Time, as applicable, any such holder fails to perfect or withdraws or loses his, her or its right to appraisal, such Dissenting Shares shall thereupon be treated as if he, she or it had been converted as of the GA Effective Time or the GBOS Effective Time, as applicable, into the right to receive the portion of the Merger Consideration, if any, to which such holder is entitled pursuant to Section 2.8, without interest. Each of GA Inc. and GBOS Inc. shall give Parent (a) prompt notice of any demands received by them for appraisal of GA Shares or GBOS Shares, attempted written withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by GA Inc. or GBOS Inc. relating to stockholders’ rights to appraisal with respect to the GA Merger or the GBOS Merger, as applicable, and (b) the opportunity to direct all negotiations and proceedings with respect to any exercise of such appraisal rights under the DGCL. Neither GA Inc. nor GBOS Inc. shall, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for payment of fair value for capital stock of GA Inc. or GBOS Inc., as applicable, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Section 2.9 Certain Deliveries.

(a) At the Closing, Parent shall deliver, or cause to be delivered:

(i) to the Sellers, the Closing Date Cash Consideration, in accordance with the amounts set forth on the Consideration Allocation Schedule;

(ii) to the Escrow Agent for deposit into the Adjustment Escrow Fund, the Adjustment Escrow Amount;

(iii) on behalf of the Group Companies, the amount payable to each counterparty or holder of Indebtedness identified on Schedule 2.9(a)(iii) of the Disclosure Letter (the “Payoff Indebtedness”) pursuant to the applicable Debt Payoff Letter in order to fully discharge such Payoff Indebtedness and terminate all applicable obligations and liabilities of the Group Companies and any of their respective Affiliates related thereto, as specified in the Debt Payoff Letters and in accordance with this Agreement;

(iv) on behalf of the Group Companies, the amount payable to each Person who is owed a portion of the Estimated Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions and in accordance with this Agreement;

(v) to the Seller Representative, an executed counterpart to the Escrow Agreement;

(vi) to the GA Stockholders and the GBOS Stockholders entitled to Stock Consideration, a copy of the A&R Parent Stockholders Agreement, duly executed by Parent and SSGLP;

(vii) to the GALP Partners and GBOS Members entitled to Unit Consideration, a copy of the Class C Exchange Agreement, the A&R SSGLP LPA and A&R RRA, duly executed by SSGLP and Parent;

(viii) to the GALP Partners and GBOS Members, the SSGLP Units set forth on the Consideration Allocation Schedule plus any additional SSGLP Units or cash that Parent elects to pay to such GALP Partners and GBOS Members in accordance with Section 2.2;

(ix) to the GA Stockholders and the GBOS Stockholders, the shares of Parent Class A Common Stock set forth on the Consideration Allocation Schedule, plus any additional shares of Parent Class A Common Stock that Parent elects to pay to such GA Stockholders and the GBOS Stockholders in accordance with Section 2.7, less the Specified Bonus;

(x) to the Seller Representative, for deposit into the Expense Fund, the Expense Fund Amount; and

(xi) to the applicable recipient, the amount of the Specified Bonus in accordance with the amount set forth in the Consideration Allocation Schedule.

(b) At or prior to the Closing, the Group Companies shall deliver:

(i) to Parent, all third party consents and estoppel certificates set forth on Schedule 2.9(b)(i) of the Disclosure Letter, in form and substance reasonably satisfactory to Parent;

(ii) to Parent, letters of resignation from the officers or directors of the Group Companies requested by Parent in writing at least five (5) Business Days prior to the Closing Date, in form and substance reasonably satisfactory to Parent;

(iii) to Parent, a payoff letter duly executed by each holder of Payoff Indebtedness, together with customary guaranty and lien releases relating to such Payoff Indebtedness, each in form and substance reasonably satisfactory to Parent (each such payoff letter, a “Debt Payoff Letter”);

(iv) to Parent, a certificate from each of GA Inc. and GBOS Inc. certifying that it is not, and has not been, a United States real property holding corporation, within the meaning of Section 897 of the Code, during the applicable period specified in Section 897(c)(1)(a)(ii) of the Code, which certificate complies with the requirements of Section 1445 of the Code;

(v) to Parent, a duly executed and properly completed IRS Form W-9 from each of GA Inc, GBOS Inc., and each Seller;

(vi) to Parent, a duly executed questionnaire, in form and substance reasonably acceptable to Parent, from each Seller receiving a portion of the Stock Consideration or Unit Consideration affirming his, her or its status as an accredited investor;

(vii) to Parent, certificates representing the GA Shares and the GBOS Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed;

(viii) to SSGLP, membership interest assignment agreements, or other instruments of transfer evidencing the transfer and assignment of all GALP Interests and GBOS Units to SSGLP, each in form and substance reasonably acceptable to Parent;

(ix) to Parent and SSGLP, a copy of the A&R Parent Stockholders Agreement, duly executed by each GA Stockholder and GBOS Stockholder entitled to Stock Consideration;

(x) to SSGLP, copies of the A&R SSGLP LPA, Class C Exchange Agreement and A&R RRA, each duly executed by each GBOS Member and each GALP Partner entitled to any portion of the Unit Consideration, and joinders to the Tax Receivable Agreement;

(xi) to SSGLP, a copy of the Class C Exchange Agreement, duly executed by each GBOS Member and each GALP Partner entitled to any portion of the Unit Consideration;

(xii) to Parent, evidence in form and substance satisfactory to Parent that, except as set forth on Schedule 2.9(b)(xii) of the Disclosure Letter, all accounts or contracts between any Group Company, on the one hand, and any Seller and its respective Related Parties, on the other hand, has been cancelled without any consideration or further liability to any party, effective as of immediately prior to the Closing; and

(xiii) to Parent, copies of the Client Consents (other than any Client Consents provided by so-called implied or negative consent) which evidence the satisfaction of the condition set forth in Section 6.3(f).

(c) All payments hereunder shall be made by wire transfer of immediately available funds in United States dollars to such account designated to the payor by the payee at least two Business Days prior to the applicable payment date.

(d) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of the Parent Class A Common Stock shall be issued pursuant to this Agreement, no dividends or other distributions with respect to the Parent Class A Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former GA Stockholder or GBOS Stockholder who otherwise would be entitled to receive a fractional share of the Parent Class A Common Stock an amount in cash (without interest) determined by multiplying (i) the fraction of a share of the Parent Class A Common Stock which such holder would otherwise be entitled to receive hereunder by (ii) the Transaction Parent Stock Price. The parties acknowledge that payment of cash in lieu of fractional shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained for consideration.

Section 2.10 Closing Estimates and Consideration Allocation Schedule.

(a) At least five Business Days prior to the Closing Date, the Group Companies shall deliver to Parent a written statement (the “Estimated Closing Statement”) that includes (i) a calculation of the Closing Date Revenue Run Rate and (ii) a good-faith estimate of (A) Net Working Capital (the “Estimated Net Working Capital”), (B) Indebtedness (the “Estimated Indebtedness”), (C) Cash (the “Estimated Cash”), and (D) all Transaction Expenses that have been incurred and are accrued or due and remain unpaid (the “Estimated Transaction Expenses”) (with each of Estimated Net Working Capital, Estimated Cash, Estimated Indebtedness and Estimated Transaction Expenses determined as of immediately prior to the Closing and, except for Estimated Transaction Expenses, without giving effect to the transactions contemplated herein), and on the basis of the foregoing, a calculation of the Closing Date Consideration. The Estimated Closing Statement will be prepared in accordance with the Applicable Accounting Principles. The Group Companies shall provide Parent and its Representatives with reasonable access to the personnel, books, records, documents, and other information of the Group Companies prior to the Closing for purposes of assisting Parent and its Representatives in their review of the Estimated Closing Statement. The Group Companies shall consider in good faith any revisions proposed by Parent to the calculations set forth in the Estimated Closing Statement, and to the extent the Group Companies agree to any such revisions, the Estimated Closing Statement shall be modified to reflect such revisions; provided, however, that the Group Companies, the Seller Representative and the Sellers acknowledge and agree that Parent shall not be deemed to have agreed to any of the amounts or calculations set forth in the Estimated Closing Statement by virtue of having proposed any revisions (whether or not accepted) pursuant to the foregoing and the use of such Estimated Closing Statement (whether it includes any revisions proposed by Parent or not) shall not in any way prejudice Parent’s right to disagree with, dispute or change any amount or component of the Closing Date Consideration in the Final Closing Statement delivered by Parent pursuant to Section 2.11(a). For the avoidance of doubt, any failure of Parent to raise any objection or dispute with respect to the Estimated Closing Statement shall not in any way prejudice Parent’s right to disagree with, dispute or change any amount or component of the Closing Date Consideration in the Final Closing Statement delivered by Parent pursuant to Section 2.11(a).

(b) Concurrently with delivery of the Estimated Closing Statement, the Group Companies shall deliver to Parent a written schedule (the “Consideration Allocation Schedule”) which identifies each of the Sellers as of immediately prior to the Closing and sets forth: (i) the number, type and certificate number or other identifying number of the GA Shares, GBOS Shares, GALP Interests or GBOS Units held by each such Seller as of immediately prior to the Closing, (ii) the portion of the Closing Date Cash Consideration, Base Stock Consideration, Base Unit Consideration and any cash in lieu of fractional shares allocable their GA Shares, GBOS Shares, GALP Interests or GBOS Units, (iii) each Seller’s Allocated Share of the Excess Cash Amount, the Adjustment Escrow Amount, the Earnout Payment and the Expense Fund, (iv) for each “covered security” (as defined in Section 6045 of the Code), the acquisition date and tax basis of such security and (v) any required withholding (if any) with respect to each Seller. Notwithstanding anything to the contrary in this Article II, the Group Companies and the Seller Representative agree and acknowledge that Parent may rely on the Consideration Allocation Schedule for purposes of calculating all payments to be made under this Article II with respect to the portion of the Merger Consideration to be delivered to all Sellers. Notwithstanding anything

in this Agreement to the contrary, upon making the aggregate payments or issuances of the Closing Date Consideration and any Additional Consideration in accordance with this Agreement and the Consideration Allocation Schedule, Parent shall be deemed to have satisfied its payment obligations under this Agreement and shall have no further obligations to any Person, including any Seller or its Related Parties, with respect to payment of any consideration under this Agreement or with respect to any Equity Securities of the Group Companies.

Section 2.11 Post-Closing Adjustment of Closing Date Consideration.

(a) Within 75 days after the Closing Date, Parent shall prepare and deliver, or cause to be prepared and delivered, to the Seller Representative (on behalf of the Sellers) a written statement (the “Final Closing Statement”) that shall include and set forth a calculation of the actual (i) Net Working Capital (the “Closing Net Working Capital”), (ii) Indebtedness (the “Closing Indebtedness”), (iii) Cash (the “Closing Cash”), and (iv) Transaction Expenses that were incurred, accrued or due and remained unpaid (the “Closing Transaction Expenses”) (with each of Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses determined as of immediately prior to the Closing and, except for Closing Transaction Expenses, without giving effect to the transactions contemplated herein). Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be calculated in accordance with the Applicable Accounting Principles.

(b) The Final Closing Statement shall become final and binding on the 30th day following delivery thereof, unless prior to the end of such period, the Seller Representative delivers to Parent written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as set forth in the Final Closing Statement. The Seller Representative shall be deemed to have agreed with all items and amounts of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.11(c). Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as reflected on the Final Closing Statement not being calculated in accordance with this Section 2.11, the Applicable Accounting Principles or the other relevant definition herein.

(c) During the 15-day period following delivery of a Notice of Disagreement by the Seller Representative to Parent, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as specified therein. Any disputed items resolved in writing between the Seller Representative and Parent within such 15-day period shall be final and binding with respect to such items, and if the Seller Representative and Parent agree in writing on the resolution of each disputed item specified by the Seller Representative in the Notice of Disagreement and the amount of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, the amounts so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further review. If the Seller Representative and Parent have not resolved all such differences by the end of such 15-day period, the Seller Representative and

Parent shall submit, in writing, to an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and the Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder; provided, however, that the foregoing shall not prohibit Parent or the Seller Representative from bringing any Action (including any Action seeking an injunction, specific performance, or other equitable relief) (i) in connection with an actual or threatened breach by a party of the terms and conditions set forth in this Section 2.11 or (ii) to enforce any final determination by the Independent Accounting Firm, in each case, in any court or other tribunal of competent jurisdiction and otherwise in accordance with Section 8.10. The Independent Accounting Firm, acting as an expert (and not as an arbitrator), shall consider only those items and amounts in the Seller Representative’s and Parent’s respective calculations of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and the Closing Transaction Expenses that are identified as being items and amounts to which the Seller Representative and Parent have been unable to agree. The scope of the disagreements to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the items that remain in dispute set forth in the Notice of Disagreement were determined in accordance with the Applicable Accounting Principles and the relevant definitions set forth herein. The parties acknowledge and agree that (A) the purpose of preparing the Final Closing Statement is to measure the components of Closing Date Consideration as set forth in Section 2.10 and such processes are not intended to permit the introduction of different judgments, accounting policies, principles, practices, techniques, categorizations, evaluation rules and procedures, methods and bases for the purpose of preparing the Final Closing Statement or for the purpose of determining such components of the Closing Date Consideration, and (B) the Independent Accounting Firm shall make its determinations in accordance with this purpose. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be KPMG or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Seller Representative and Parent. The Seller Representative and Parent shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within 30 days following the submission thereof.

(d) The costs of any dispute resolution pursuant to Section 2.11(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Sellers and Parent in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party.

(e) Parent, during the period from and after the date of delivery of the Final Closing Statement through the resolution of any adjustment to the Closing Date Consideration contemplated by this Section 2.11 shall cause the Group Companies to, afford the Seller Representative and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the financial, tax and accounting personnel, properties, books and records of the Group Companies and to any other information reasonably requested solely and exclusively for purposes of preparing and reviewing the calculations contemplated by this Section 2.11 (subject to any applicable COVID-19 Measures). Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculations of the Net Working Capital, Cash and Indebtedness as specified in this Section 2.11; provided, that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in customary form and substance reasonably acceptable to such accountants.

(f) The Closing Date Cash Consideration shall be adjusted, upwards or downwards, as follows:

(i) For the purposes of this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to (A) the Closing Working Capital Overage, minus the Estimated Working Capital Overage, minus (B) the Closing Working Capital Underage, minus the Estimated Working Capital Underage, plus (C) the Estimated Indebtedness, minus the Closing Indebtedness as finally determined pursuant to this Section 2.11, plus (D) the Closing Cash as finally determined pursuant to this Section 2.11, minus the Estimated Cash, plus (E) the Estimated Transaction Expenses, minus the Closing Transaction Expenses, as finally determined pursuant to this Section 2.11;

(ii) If the Net Adjustment Amount is positive, the Closing Date Cash Consideration shall be adjusted upwards in an amount equal to the Net Adjustment Amount. In such event, (A) the Seller Representative and Parent shall deliver joint written notice to the Escrow Agent specifying the Net Adjustment Amount and instructing the Escrow Agent to pay all funds in the Adjustment Escrow Fund to the Sellers in the amounts (which, shall be in accordance with the Sellers’ respective Allocated Shares) and to the accounts, in each case, specified in such notice, and (B) Parent shall pay by wire transfer of immediately available funds an amount equal to the lesser of the Adjustment Escrow Amount and the Net Adjustment Amount to the Sellers (in accordance with the Sellers’ respective Allocated Shares). For the avoidance of doubt, under no circumstance shall Parent be required to pay to the Sellers an amount pursuant to this Section 2.11(f) that is greater than the Adjustment Escrow Amount and the Sellers right to payment of any upward adjustment of the Closing Date Cash Consideration shall be capped at an amount equal to the Adjustment Escrow Amount; and

(iii) If the Net Adjustment Amount is negative (in which case the “Net Adjustment Amount” for purposes of this clause (iii) shall be deemed to be equal to the absolute value of such amount), the Closing Date Cash Consideration shall be adjusted downwards in an amount equal to the Net Adjustment Amount. In such event, Parent and the Seller Representative shall deliver a joint written notice to the Escrow Agent specifying the Net Adjustment Amount, and instructing the Escrow Agent to (A) pay the Net Adjustment Amount

out of the Adjustment Escrow Fund to Parent in accordance with the terms of the Escrow Agreement and (B), after the payment contemplated by the foregoing clause (A) is made, any remaining funds to the Sellers in accordance with their respective Allocated Shares. For the avoidance of doubt, the Adjustment Escrow Fund shall be the sole source of recourse of Parent with respect to the Net Adjustment Amount, including if the Adjustment Escrow Fund is insufficient to cover the entire amount payable to Parent pursuant to this Section 2.11(f).

(g) Payments in respect of Section 2.11(f) shall be made within three Business Days of final determination of the Net Adjustment Amount pursuant to the provisions of this Section 2.11 by wire transfer of immediately available funds to such account or accounts as may be designated in writing by the party entitled to such payment at least two Business Days prior to such payment date.

Section 2.12 Earnout Payments. In addition to the amounts payable to the Sellers at the Closing, the Sellers shall be eligible to receive from Parent the Earnout Payment (if any), based upon and subject to the terms and conditions set forth in the Earnout Addendum. For the avoidance of doubt, any Earnout Payment payable to the Sellers shall be reduced by any advisory fees payable to Xxxxxx Xxxxxxx with respect to such Earnout Payment pursuant to that certain engagement letter between Xxxxxx Xxxxxxx and Greenspring Associates, LLC, dated as of March 5, 2021. The parties acknowledge that the Earnout Payment, if any, is intended by the parties to be treated as part of the Merger Consideration and except as otherwise required by Law, the parties will treat any such Earnout Payment as an adjustment to the Merger Consideration for Tax purposes. Except as otherwise required by Law, the Sellers, the Group Companies and Parent agree not to take any position, including for federal, state, foreign or local Tax purposes that is inconsistent with the intent expressed in this Section 2.12.

Section 2.13 Withholding Rights. Each of Parent, the GA Surviving Entity, the GBOS Surviving Entity and the Escrow Agent shall be entitled to deduct and withhold from any consideration otherwise payable to any Person pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that such amounts are so withheld or paid over to or deposited with the relevant Governmental Authority by Parent, the GA Surviving Entity, the GBOS Surviving Entity or the Escrow Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect to which such deduction and withholding was made. Except with respect to withholding pursuant to the applicable Group Companies’ failure to deliver the certificates described in Section 2.9(b)(iv) and (b)(v) and withholding with respect to any payment treated as compensation subject to payroll Taxes for U.S. income Tax purposes (“Compensatory Payments”), but in all cases with respect to any Earnout Payment and Compensatory Payments made on the Closing Date, Parent shall (i) use commercially reasonably efforts to promptly provide GA Inc. (before the Closing) or the Seller Representative (after the Closing) with written notice of any amounts that Parent (or its agent, as applicable) intends to deduct or withhold from any amounts payable pursuant to this Agreement in advance of the payment thereof, (ii) use commercially reasonable efforts to cooperate in good faith with GA Inc. (before the Closing) or the Seller Representative (after the Closing) and the applicable payee to seek to eliminate or reduce any such withholding or deduction, and (iii) provide GA Inc. (before the Closing) or the Seller Representative (after the Closing) or the applicable payee a reasonable opportunity to provide any applicable certificates, forms or other documentation that would eliminate or reduce the requirement to deduct or withhold under applicable law.

Section 2.14 Seller Representative.

(a) By the adoption of the Mergers and approval of this Agreement pursuant to the DGCL, the Act, the GA Stockholder Consent and Agreement and the GBOS Stockholder Consent and Agreement, and by receiving the benefits in connection herewith, including the consideration payable hereunder, the Sellers shall be deemed to have irrevocably appointed and constituted, and hereby irrevocably appoint and constitute Shareholder Representative Services LLC, as of the Closing, as representative, agent, proxy and attorney-in-fact, with full power of substitution, to act on behalf of the Sellers for all purposes in connection with this Agreement and the agreements ancillary hereto (the “Seller Representative”), including the full power and authority to act on the Sellers’ behalf as provided in Section 2.14(b). The Sellers, by approving this Agreement, further agree that such agency, proxy and attorney-in-fact are coupled with an interest, are therefore irrevocable without the consent of the Seller Representative, except as provided in Section 2.14(c), and shall be binding upon the successors, heirs, executors, administers and legal representatives of each Seller and shall not be affected by, and shall survive, the death, incapacity, bankruptcy, dissolution or liquidation of any Seller. All decisions, actions, consents and instructions by the Seller Representative shall be binding upon all of the Sellers, and no Seller shall have the right to object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction. Parent, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 shall be entitled to rely on any decision, action, consent or instruction of the Seller Representative as being the decision, action, consent or instruction of the Sellers, and Parent, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction.

(b) The Seller Representative shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement. Without limiting the generality of the foregoing, the Seller Representative shall have full power, authority and discretion to (i) consummate the transactions contemplated under this Agreement and the Ancillary Agreements; (ii) negotiate disputes arising under, or relating to, this Agreement and the Ancillary Agreements (including pursuant to Section 2.11 hereof); (iii) authorize the disbursement to the Sellers any funds payable to the Sellers under this Agreement or the Ancillary Agreements (including pursuant to Section 2.11 hereof); (iv) withhold any amounts payable to the Sellers under this Agreement or otherwise to satisfy any and all obligations or liabilities incurred by the Sellers or the Seller Representative in the performance of their duties hereunder (including pursuant to Section 2.11 and Section 2.14 hereof); (v) execute and deliver any amendment or waiver to this Agreement and the Ancillary Agreements (without the prior approval of the Sellers); and (vi) take all other actions to be taken by or on behalf of the Sellers in connection with this Agreement and the Ancillary Agreements.

(c) The Seller Representative may resign at any time. In the event of the death, incapacity, resignation or removal of the Seller Representative, a new Seller Representative shall be appointed by Xxxxxx Xxxxxxx (or, if Xxxxxx Xxxxxxx is then unavailable, by Xxx Xxx), with the prior consent of Parent, not to be unreasonably withheld, conditioned or delayed. Notice of the appointment of such new Seller Representative shall be sent to Parent,

such appointment to be effective upon the date such consent is received by Parent; provided, that until such notice is received, Parent, NewCo 0, XxxXx 0, XxxXx 0, XxxXx 4, the GA Surviving Entity and the GBOS Surviving Entity, as applicable, shall be entitled to rely on the decisions, actions, consents and instructions of the prior Seller Representative as described in Section 2.14(a).

(d) The Seller Representative shall use the Expense Fund only for expenses incurred by the Sellers Representative in the performance of its duties in connection with this Agreement and the agreements ancillary hereto. The Sellers will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Seller Representative any ownership right that they may otherwise have had in any such interest or earnings. The Seller Representative will hold the Expense Fund separate from its corporate funds and will not voluntarily make such funds available to creditors in the event of bankruptcy. As soon as practicable following the completion of the Seller Representative’s responsibilities in connection herewith, the Seller Representative will cause (at the Sellers’ expense) the disbursement of any remaining balance of the Expense Fund to the Sellers (in accordance with their Allocated Shares), except, if any, in the case of payments to employees or former employees of the Group Companies for which employment tax withholding is required, which such amounts shall be delivered to Parent, the GA Surviving Entity or the GBOS Surviving Entity and paid through Parent’s or such surviving entity’s payroll processing service or system. For tax purposes, the Expense Fund will be treated as having been received, and voluntarily set aside, by the Sellers at the time of Closing. The parties agree that the Seller Representative is not responsible for any tax reporting or withholding in connection with the distribution of the Expense Fund.

(e) The Seller Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or willful misconduct. The Seller Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Sellers shall indemnify the Seller Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Seller Representative, the Seller Representative will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Seller Representative from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, that while the Seller Representative may be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Seller Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Seller Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Seller Representative or the termination of this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE GROUP

COMPANIES

Except as set forth in the corresponding sections or subsections of the Disclosure Letter attached hereto (collectively, the “Disclosure Letter”) (each of which shall qualify the specifically identified Sections or subsections hereof to which such Disclosure Letter relates and each of which shall be incorporated by reference in any other Disclosure Letter as though fully set forth in such Disclosure Letter for which applicability of such information and disclosure is reasonably apparent on its face), each of GA Inc., GBOS Inc. and the Sellers hereby severally represent and warrant to Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4, as of the date hereof and as of the Closing Date, as follows:

Section 3.1 Organization and Qualification.

(a) Each Group Company is (i) an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation as set forth in Schedule 3.1(a) of the Disclosure Letter, and has full power and authority to own, lease and operate its properties and to carry on its business as now conducted and as currently proposed to be conducted and (ii) duly qualified or licensed as a foreign entity to do business, and is in good standing, in each jurisdiction where the character of the properties and assets occupied, owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for any such failures to be so qualified or licensed and in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Each Seller that is not a natural person is (i) an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation as set forth in Schedule 3.1(a) of the Disclosure Letter, and has full power and authority to own, lease and operate its properties and to carry on its business as now conducted and as currently proposed to be conducted and (ii) duly qualified or licensed as a foreign entity to do business, and is in good standing, in each jurisdiction where the character of the properties and assets occupied, owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for any such failures to be so qualified or licensed and in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

(b) The Group Companies have heretofore furnished to Parent a complete and correct copy of the Organizational Documents, each as amended to date, of each Group Company. Such Organizational Documents are in full force and effect. No Group Company is in violation of any of the provisions of its Organizational Documents. The transfer books and minute books of each of GA Inc. and GBOS Inc. that have been made available for inspection by Parent prior to the date hereof are true and complete.

Section 3.2 Authority.

(a) Each of GA Inc., GBOS Inc., and each Seller has full power and authority (or, if such Seller is a natural person, legal capacity) to execute and deliver this Agreement and each of the Ancillary Agreements to which it will be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to the approval and adoption of this Agreement by the GA Stockholders and GBOS Stockholders representing a majority of the outstanding GA Shares or GBOS Shares, respectively. The execution, delivery and performance by each of GA Inc. and GBOS Inc. and each Seller of this Agreement and each of the Ancillary Agreements to which it will be party and the consummation by such Persons of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of each of GA Inc. and GBOS Inc., the general partner of GALP and the managers of GBOS. Except for the approval and adoption of this Agreement by the stockholders of GA Inc. and GBOS Inc. pursuant to the GA Stockholder Consent and Agreement and the GBOS Stockholder Consent and Agreement, respectively, and the approval and adoption of this Agreement by the general partner of GALP and the GBOS Members, no other corporate or other proceedings on the part of the GA Inc, GBOS Inc. or any Seller are necessary to authorize the execution, delivery or performance of this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby and thereby. The GA Stockholder Consent and Agreement and the GBOS Stockholder Consent and Agreement provides that it will be irrevocable upon delivery. The affirmative vote of the GA Stockholders and GBOS Stockholders representing a majority of the outstanding GA Shares and GBOS Shares, respectively, are the only votes of the holders of any securities of the GA Inc. or GBOS Inc. necessary to approve and adopt this Agreement and the Mergers, and the execution of the GA Stockholder Consent and Agreement and the GBOS Stockholder Consent and Agreement by GA Stockholders and GBOS Stockholders, respectively, representing a majority of the outstanding GA Shares and GBOS Shares, respectively, will constitute such approval. This Agreement has been, and upon their execution each of the Ancillary Agreements to which GA Inc., GBOS Inc., or any Seller will be a party will have been, duly executed and delivered by such Person and, assuming due execution and delivery by each of the other parties hereto and thereto, this Agreement constitutes, and upon their execution each of the Ancillary Agreements to which GA Inc., GBOS Inc., or the Sellers will be a party will constitute, the legal, valid and binding obligations of each such Person, enforceable against it in accordance with their respective terms except as limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally or by general principles of equity, whether such enforceability is considered in a proceeding in equity or at law (the “Bankruptcy and Equity Exception”).

(b) The boards of directors of each of GA Inc. and GBOS Inc., at meetings duly called and validly held at which all directors of GA Inc. and GBOS Inc., respectively, were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the GA Merger or the GBOS Merger (as applicable) and the other transactions contemplated hereby are fair to and in the best interests of GA Inc.’s and GBOS Inc.’s stockholders, respectively, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the GA Merger and the GBOS Merger, as applicable, (iii) directing that this Agreement be submitted to the GA Stockholders and GBOS Stockholders, respectively, for adoption and approval and (iv) resolving to recommend that the GA Stockholders and the GBOS Stockholder vote in favor of the approval and adoption of this Agreement and the transactions contemplated hereby, including the GA Merger and the GBOS Merger, respectively, which resolutions have not been subsequently rescinded, modified or withdrawn in any way.

Section 3.3 No Conflict; Required Filings and Consents.

(a) The execution, delivery and performance by each of GA Inc., GBOS Inc. and the Sellers of this Agreement and each of the Ancillary Agreements to which it will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not:

(i) conflict with or violate the certificate of incorporation or bylaws or equivalent Organizational Documents of such Person or any of its Subsidiaries;

(ii) conflict with or violate any Law applicable to such Person or any of its Subsidiaries or by which any property or asset of such Person or any of its Subsidiaries is bound or affected; or

(iii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of GA Inc., GBOS Inc., or any Seller under, or result in the creation of any Encumbrance on any property, asset or right of any such Person or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract (subject to obtaining the Client Consents required under the Investment Contracts as contemplated by Section 5.7) to which GA Inc., GBOS Inc., any Seller or any of their respective Subsidiaries is a party or by which GA Inc., GBOS Inc., any Seller or any of their respective Subsidiaries or any of their respective properties, assets or rights are bound or affected;

except, in the case of clause (ii) and (iii) above, for any such conflicts, violations, breaches or defaults that, individually or in the aggregate, have not been and would not reasonably be expected to be material to the Group Companies, taken as a whole.

(b) No Group Company is required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by GA Inc., GBOS Inc. or any Seller of this Agreement and each of the Ancillary Agreements to which it will be a party or the consummation of the transactions contemplated hereby or thereby or in order to prevent the termination of any right, privilege, license or qualification of GA Inc., GBOS Inc., any Seller or any their respective Subsidiaries, except for (i) any filings required to be made under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) the filing of the GA Certificate of Merger or the GBOS Certificate of Merger (as applicable) with the Secretary of State of the State of Delaware and (iii) such filings as may be required by any applicable federal or state securities or “blue sky” laws.

(c) No “fair price,” “interested shareholder,” “business combination” or similar provision of any state takeover Law is, or at the Closing will be, applicable to the transactions contemplated by this Agreement or the Ancillary Agreements.

Section 3.4 Capitalization.

(a) Schedule 3.4(a)(i) of the Disclosure Letter sets forth (i) a complete and accurate list of all authorized Equity Securities of GA Inc., GBOS Inc., GALP, GBOS, each of the Directly Held Entities, and all record and beneficial holders of the issued and outstanding Equity Securities of each of the foregoing, indicating the respective number of GA Shares, GBOS Shares, GALP Interests, GBOS Units or Equity Securities of the Directly Held Entities (as applicable) held. Schedule 3.4(a)(ii) of the Disclosure Letter sets forth, for each Subsidiary of GA Inc., GBOS Inc., GALP or GBOS, the amount of its authorized capital stock or other Equity Securities, the amount of its outstanding capital stock or other Equity Securities and the record and beneficial holders of its outstanding capital stock or other Equity Securities. The Sellers, together with GA Inc. and GBOS Inc., collectively own 100% of the issued and outstanding Equity Securities of GALP and GBOS. The Persons set forth on Schedule 3.4(a)(i) of the Disclosure Letter own, collectively, 100% of the issued and outstanding Equity Securities of each of the Directly Held Entities.

(b) Except for the GA Shares, the GBOS Shares, the GALP Interests, the GBOS Units, and except as set forth in Schedule 3.4(a)(i) or (ii) or Schedule 3.4(b) of the Disclosure Letter, no Group Company has issued or agreed to issue any Equity Securities. Each outstanding share of capital stock or other Equity Security of each of the Group Companies is duly authorized, validly issued, fully paid and nonassessable (if applicable), and in the case of the Subsidiaries of GA Inc., GBOS Inc., GALP or GBOS, each such share or other Equity Security is owned by a Group Company, free and clear of any Encumbrance. All of the aforesaid shares or other equity or ownership interests have been offered, sold and delivered in compliance with all applicable Laws, including federal and state securities Laws. Except as set forth in Schedule 3.4(b) of the Disclosure Letter and except for rights granted to Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 under this Agreement, there are no outstanding obligations of any Group Company to issue, sell or transfer or repurchase, redeem or otherwise acquire, or that relate to the holding, voting or disposition of, or that restrict the transfer of, the issued or unissued capital stock or other Equity Securities of any Group Company. No shares of capital stock or other Equity Securities of any Group Company have been issued in violation of any rights, agreements, arrangements or commitments under any provision of applicable Law, the Organizational Documents of any of the Group Companies or any Contract to which any Group Company is a party or by which a Group Company is bound, except as set forth in Schedule 3.4. There are no voting trusts, proxies, or other agreements or understandings with respect to the Equity Securities of any of the Group Companies. Except as set forth in Schedule 3.4 of the Disclosure Letter, there are no agreements relating to the registration, sale or transfer (including agreements relating to rights of first refusal, first offer, preemptive rights, co-sale rights or “drag-along” rights) of any equity interest in any of the Group Companies.

(c) As of the Closing Date, the Consideration Allocation Schedule is (i) true and complete and (ii) in accordance with the Organizational Documents of the Group Companies and all applicable Laws.

Section 3.5 Equity Interests. Except for the Group Companies listed on Schedule 3.4(a)(ii) of the Disclosure Letter, no Group Company directly or indirectly owns any equity, partnership, membership or similar interest in, or any interest convertible into, exercisable for the purchase of or exchangeable for any such equity, partnership, membership or similar interest in any Person. No Group Company is under any current or prospective obligation to form or participate in, provide funds to, make any loan, capital contribution or other investment in, or assume any liability or obligation of, any Person.

Section 3.6 Financial Statements; No Undisclosed Liabilities.

(a) True and complete copies of the audited consolidated balance sheet of Greenspring Associates, LLC and its Subsidiaries referenced therein (the “Consolidated Subsidiaries”) as at December 31, 2020, December 31, 2019, December 31, 2018, and the related audited consolidated statements of operations, changes in members’ equity, and income of Greenspring Associates, LLC and the Consolidated Subsidiaries for the periods then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of Greenspring Associates, LLC’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of Greenspring Associates, LLC and the Consolidated Subsidiaries as at March 31, 2021, and the related consolidated statements of operations, changes in members’ equity and income of Greenspring Associates, LLC and the Consolidated Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a)(i) of the Disclosure Letter. The unaudited balance sheet of GBOS as at March 31, 2021 and the related statement of operations of GBOS (collectively referred to as the “GBOS Interim Financial Statements”) have been provided to Parent prior to the date hereof and are attached hereto as Schedule 3.6(a)(ii) of the Disclosure Letter. Each of the Financial Statements and the Interim Financial Statements (i) have been prepared in accordance with the books and records of Greenspring Associates, LLC and the Consolidated Subsidiaries; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and income of Greenspring Associates, LLC and the Consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to the omission of footnote disclosures and to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. The GBOS Interim Financial Statements (i) have been prepared in accordance with the books and records of GBOS; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated; and (iii) fairly present, in all material respects, the financial position, results of operations and income of GBOS as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject to the omission of footnote disclosures and to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material.

(b) Except as and to the extent accrued or reserved against in the audited consolidated balance sheet of Greenspring Associates, LLC and the Consolidated Subsidiaries as at December 31, 2020 (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”) or as reflected in the Interim Financial Statements or the GBOS Interim Financial Statements, no Group Company has any liability or obligation of any nature (including as a result of COVID-19 or any COVID-19 Measures), whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a

consolidated balance sheet of the Group Companies or disclosed in the notes thereto, except for (i) Transaction Expenses, (ii) liabilities and obligations incurred under this Agreement or the Ancillary Agreements, (iii) executory performance obligations arising under Contracts to which the Group Companies are parties and (iv) for liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet, that are not, individually or in the aggregate, material to the Group Companies.

(c) The books of account and financial records of the Group Companies are correct and complete in all material respects and have been prepared and are maintained in accordance with sound accounting practice. The Group Companies maintain proper and adequate internal accounting controls. There are no significant deficiencies in the design or operation of the Group Companies’ internal controls over financial reporting which could adversely affect in any material respect the Group Companies’ ability to record, process, summarize and report financial data or material weaknesses in internal controls over financial reporting and there has been no fraud, whether or not material, that involved management or other employees of the Group Companies who have a significant role in the Group Companies’ internal control over financial reporting. None of the Group Companies maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the SEC.

Section 3.7 Absence of Certain Changes or Events. Since the date of the Balance Sheet: (a) the Group Companies have conducted their businesses only in the ordinary course consistent with past practice; (b) there has not been any change, event or development or prospective change, event or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; (c) none of the Group Companies has taken any action that, if taken subsequent to the execution of this Agreement, would constitute a breach of any of the covenants set forth in Section 5.2. Since January 1, 2020, none of the Group Companies have in response to COVID-19 (i) deferred payment of, or modified payment terms with respect to, any accounts payable, Indebtedness, rent under any lease or other Contract, or requested any such deferment or modification from any third party or (ii) applied for or incurred any Government Stimulus Payments.

Section 3.8 Compliance with Law; Permits.

(a) Each of the Group Companies is and has been since January 1, 2018, in compliance in all material respects with all Laws applicable to it (including applicable COVID-19 Measures). None of the Group Companies or any member of their senior leadership has received since January 1, 2018, nor is there any basis for, any written notice, order, complaint or other communication from any Governmental Authority or any other Person that a Group Company is not in compliance in any material respect with any Law applicable to it.

(b) The Group Companies hold all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the Group Companies to carry on its business in all material respects as currently conducted (the “Permits”). Each Group Company is and, since January 1, 2018, has been in compliance in all material respects with all such Permits. No suspension, cancellation, modification, revocation or nonrenewal of any Permit is pending or, to the knowledge of any Group Company, threatened. The Group Companies will continue to have the use and benefit of all Permits immediately following consummation of the transactions contemplated hereby.

(c) Those Group Companies identified as such in Schedule 3.8(c) of the Disclosure Letter is and has been, at all times required by applicable Law since January 1, 2018, registered as investment advisers under the Advisers Act or applicable state Law (if so required to be registered under the Advisers Act or applicable state Law) or exempt therefrom (collectively, the “RIAs”).

(d) Since January 1, 2018, each of the RIAs has been duly registered as investment advisers under the Advisers Act (and each such registration is in full force and effect) and are qualified and licensed as investment advisers in each state and other jurisdiction wherein they are required to be so qualified or licensed. Except for such registrations, none of the Group Companies or their respective officers, managers, directors or employees is, or is required to be, registered or appointed as an “investment adviser” or “investment adviser representative”.

(e) No Group Company and, to the knowledge of the Group Companies, no Person “associated” (as defined in the Advisers Act) with any Group Company, (i) is ineligible or disqualified pursuant to Section 203 of the Advisers Act to serve as a registered investment adviser or Person “associated” with a registered investment adviser, or (ii) is ineligible to rely on the safe harbor for private placements provided by Regulation D under the Securities Act of 1933, as amended, by reason of the “bad actor” disqualification provisions of Rule 506(d) of Regulation D or has engaged in any prior “bad actor” events that would be required to be disclosed under Rule 506(e) of Regulation D. Since January 1, 2018, no Group Company has received any written notice from any Governmental Authority alleging any such ineligibility or disqualification.

(f) Each RIA has adopted and implemented (and since January 1, 2018, has maintained) (i) a written policy regarding xxxxxxx xxxxxxx and the protection of material non-public information, as required by Section 204A under the Advisers Act, (ii) a written code of ethics, as required by Rule 204A-1 under the Advisers Act, (iii) such other compliance policies and procedures as are required or customary under any other applicable provisions of the Advisers Act, any rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”) thereunder, including, without limitation Rule 206(4)7 under the Advisers Act, or other Laws applicable to the Group Companies (collectively, the “Adviser Compliance Policies”). There have been no material violations or written allegations of violations of the Adviser Compliance Policies by an RIA or any of the “supervised persons,” as such term is defined under the Advisers Act, since January 1, 2018. True and correct copies of the Adviser Compliance Policies have been made available to Parent.

(g) Each RIA has designated a chief compliance officer responsible for, inter alia, implementing, administering and enforcing the Adviser Compliance Policies. Each RIA has reviewed, no less frequently than annually, the adequacy of such policies and procedures and the effectiveness of their implementation.

(h) Each employee of a RIA has executed an acknowledgement that he or she has received the Adviser Compliance Policies.

(i) Except with respect to Clients, none of the RIAs acts as investment adviser, investment sub-adviser, general partner, managing member, manager, or sponsor to any fund or as trustee of any trust that is exempt from registration as an investment company or in any similar capacity under the Advisers Act or any other comparable Law. As to each Client, there has at all times been in full force and effect an Investment Contract pursuant to which the applicable RIA was performing investment management, advisory or sub-advisory services for such Client, and each Contract pursuant to which the applicable RIA has received compensation or allocations of gain and/or income respecting their activities in connection with any of the Clients was duly approved and performed in all material respects in accordance with its terms and Law.

(j) (i) None of the Group Companies nor, to the Group Companies’ knowledge, any of their respective officers, managers, directors, or employees have been the subject of any investigations or disciplinary proceedings or Orders of any Governmental Authority arising under applicable securities laws, and no such disciplinary proceeding or Order is pending or, to the knowledge of the Group Companies, threatened; and (ii) none of the Group Companies nor, to the Group Companies’ knowledge, any of their respective officers, managers, directors, or employees have been permanently enjoined by the Order of any court or other Governmental Authority from engaging in or continuing any conduct or practice in connection with any activity.

(k) Except as set forth on Schedule 3.8(k) of the Disclosure Letter, no exemptive Orders, “no-action” letters or similar exemptions or regulatory relief have been obtained by a Group Company from any Governmental Authority, nor are any requests for any such items pending by a Group Company.

(l) No Group Company nor any officer, manager, director or employee thereof, is required to be registered, licensed or qualified as a broker-dealer, broker-dealer agent, registered representative, sales person, transfer agent, commodity pool operator, futures commission merchant, commodity trading advisor, bank, trust company, real estate broker or insurance agency under applicable Law or is subject to any liability by reason of any failure to be so registered, licensed or qualified. No Group Company has received written notice from any Governmental Authority since January 1, 2018 of any Action concerning any failure to obtain any broker-dealer, broker-dealer agent, registered representative, sales person, transfer agent, commodity pool operator, futures commission merchant, commodity trading advisor, bank, trust company, real estate broker or insurance agency registration, license or qualification.

(m) To the Group Companies’ knowledge, no employee of any Group Company conducts investment management or investment advisory or sub-advisory activities except (i) as part of his or her employment with the applicable Group Company, (ii) managing his or her own investments or the investments of family members (including as an executor or similar agent), including as permitted by the family office exemption pursuant to Rule 202(a)(11)(G)-1 under the Advisers Act, or (iii) on behalf of charitable organizations as a member of a board or committee for which no compensation is paid.

(n) With respect to any material written report of examination (including any deficiency letter), inspection or investigation of a Group Company issued by any Governmental Authority since January 1, 2018, no Governmental Authority has informed such Group Company in writing that (a) any material deficiencies or violations noted in such examination, inspection or investigation reports have not been resolved to the satisfaction of such Governmental Authority and (b) it intends to take further action on any such matter. The Group Companies have made available to Parent copies of all correspondence with the SEC regarding the SEC’s current examination of the Group Companies.

(o) Since January 1, 2018, none of the Group Companies has, and, to the Group Companies’ knowledge, no director, trustee, officer or employee of any Group Company has, used any funds for campaign contributions that would cause any Group Company to be in violation of Rule 206(4)-5 of the Advisers Act.

(p) The Group Companies have made available to Parent a copy (current as of the date hereof) of the GALP’s Form ADV Parts 1, 2A and 2B, as filed with the SEC or delivered to Clients, as applicable. As of the date of each filing, amendment or delivery, as applicable, each part of each such Form ADV was accurate and correct in all material respects, did not omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made and complied in all material respects with applicable Law.

(q) Since January 1, 2018, the Group Companies have filed, on a timely basis, Form ADV, Form PF and all other required regulatory reports, schedules, forms, registrations and other documents in each case that are material to the Group Companies, as applicable, together with any amendments required to be made with respect thereto with (i) the SEC, (ii) any applicable domestic or foreign industry self-regulatory organization, and (iii) all other applicable federal, state or foreign governmental or regulatory agencies or authorities, and have paid all material fees and assessments due and payable in connection therewith; provided, that the foregoing does not apply to the filing of Tax Returns or payment of Taxes, which are addressed in Section 3.15 hereof. Each Client to which a Group Company provides Investment Services that is (i) an employee benefit plan, as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, (ii) a person acting on behalf of such a plan or (iii) an entity whose assets include the assets of such a plan, within the meaning of ERISA and applicable regulations (an “ERISA Client”), has been managed by the Group Company such that the Group Company in the exercise of such management is in compliance in all material respects with the applicable requirements of ERISA. Schedule 3.8(q) of the Disclosure Letter provides the identity of each ERISA Client.

(r) The Group Companies have instituted and maintain policies, procedures, and controls designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with applicable anti-bribery, anti-money laundering and sanctions Laws.

(s) None of the Group Companies nor any director, officer, Affiliate, agent, employee or other Person acting on behalf of any such Person, nor any Client, is a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Xxxxx/Xxxxxxx, Xxxx, Xxxx, Xxxxx, Xxxxx Xxxxx and Syria).

Section 3.9 Litigation. Except as set forth on Schedule 3.9 of the Disclosure Letter, there is no Action pending or, to the knowledge of the Group Companies, threatened in writing against any Group Company, or any of the directors, managers, general partners or officers of any Group Company in regards to their actions as such, including with respect to any matter arising from or related to COVID-19 or COVID-19 Measures (whether regarding contractual, labor, employment, benefits or other matters). There is no Action pending or, to the knowledge of the Group Companies, threatened seeking to prevent, hinder, modify, delay or challenge the transactions contemplated by this Agreement or the Ancillary Agreements. There is no outstanding material order, writ, judgment, injunction, decree, determination or award of, or pending or, to the knowledge of the Group Companies, threatened investigation by, any Governmental Authority relating to any Group Company or any of their respective officers, managers, general partners or directors, or the transactions contemplated by this Agreement or the Ancillary Agreements. As of the date hereof, there is no Action by any Group Company pending, or which any Group Company has commenced preparations to initiate, against any other Person.

Section 3.10 Employee Benefit Plans.

(a) Schedule 3.10(a) of the Disclosure Letter sets forth a true and complete list of each material Plan.

(b) Each Plan is in writing and is maintained in the United States and is subject only to the Laws of the United States or a political subdivision thereof. The Group Companies have made available to Parent a true and complete copy of each such Plan and has made available to Parent a true and complete copy of each material document, if any, prepared in connection with each such Plan, including, if applicable, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the two most recently filed Internal Revenue Service (“IRS”) Form 5500, (iv) the most recently received IRS determination or opinion letter for each such Plan or for any such Plan that is a standardized master and prototype or volume submitter plan, a favorable Internal Revenue Service advisory letter or opinion letter, (v) the most recently prepared actuarial report and financial statement in connection with each such Plan and (vi) material communications with any Governmental Authority. Except as otherwise contemplated under this Agreement, none of the Group Companies has any binding commitment (A) to create or cause to exist any other employee benefit plan, program or arrangement, (B) to enter into any Contract to provide compensation or benefits to any individual or (C) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code. The representations and warranties in this clause (b) are qualified by the disclosures set forth in Schedule 3.10(b) of the Disclosure Letter.

(c) None of the Plans referred to in Section 3.10(a) is a multiemployer plan within the meaning of Section 3(37) or 4001(a)(3) of ERISA (a “Multiemployer Plan”) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA for which any Group Company could reasonably be expected to incur liability under Section 4063 or 4064 of ERISA (a “Multiple Employer Plan”) or a plan defined in Section 413(c) of the Code. No Plan provides for, and no Group Company has any material liability with respect to or has made any promises with respect to, post-termination or retiree medical, disability or life insurance benefits to any current or former Group Company Employee except for health continuation coverage as required by applicable Law.

(d) Each Plan is now, and within the past six years has been, operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. During the past six years, each Group Company has performed all material obligations required to be performed by it and is not in any material respect in default under or in violation under any Plan, nor do the Group Companies have any knowledge of any such material default or violation by any other party to any Plan. No Action is pending or, to the knowledge of the Group Companies, threatened with respect to any Plan, other than claims for benefits in the ordinary course, and, to the knowledge of the Group Companies, no fact or event exists that would give rise to any such Action. The representations and warranties in this clause (d) are qualified by the disclosures set forth in Schedule 3.10(d) of the Disclosure Letter.

(e) Each Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code (i) has received a timely favorable determination letter from the IRS covering all of the provisions applicable to the Plan for which determination letters are currently available that the Plan is so qualified or (ii) has been established under a standardized master and prototype or volume submitter plan for which a favorable Internal Revenue Service advisory letter or opinion letter has been issued. No fact or event has occurred that could reasonably be expected to result in the loss of such qualified status of any such Plan.

(f) None of the Group Companies has and, to the knowledge of the Group Companies, no other Person has engaged in any non-exempt prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, with respect to any Plan that has given rise to a material liability of the Group Companies. Except as contemplated under this Agreement with respect to the Defined Benefit Plan, no Group Company or ERISA Affiliate has incurred any material liability under, arising out of or by operation of Title IV of ERISA, other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course, including any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and to the knowledge of the Group Companies, no fact or event exists that would give rise to any such material liability.

(g) All contributions, premiums or payments required to be made with respect to any Plan have been made on or before their due dates or accrued in accordance with GAAP. As of the Closing Date, no Plan that is subject to Title IV of ERISA will have an “unfunded benefit liability” within the meaning of Section 4001(a)(18) of ERISA. No “reportable event,” as such term is used in Section 4043 of ERISA, “accumulated funding deficiency,” as such term is used in Section 412 or 4971 of the Code or Section 302 of ERISA or application for or receipt of a waiver from the IRS of any minimum funding requirement under Section 412 of the Code has occurred with respect to any Plan. The representations and warranties in this clause (g) are qualified by the disclosures set forth in Schedule 3.10(g) of the Disclosure Letter.

(h) There are no material Actions or claims (other than routine claims for benefits) pending or, to the knowledge of the Group Companies, threatened, anticipated or expected to be asserted with respect to any Plan or any related trust or other funding medium thereunder or with respect to any Group Company or any ERISA Affiliate as the sponsor or fiduciary thereof or with respect to any other fiduciary thereof. No Plan or any related trust or other funding medium thereunder or any fiduciary thereof is, to the knowledge of the Group Companies, the subject of an audit, investigation or examination by any Governmental Authority.

(i) Except as set forth in Schedule 3.10(i) of the Disclosure Letter, each Plan that could be a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) has been documented and operated in all material respects in compliance with Section 409A of the Code and all applicable IRS guidance promulgated thereunder so as to avoid any material tax, interest or penalty thereunder.

(j) The consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, alone or in combination with other events, does not and will not (i) entitle any current or former Group Company Employee to severance benefits or any other payment or benefit; (ii) accelerate the time of payment or vesting of any such benefits or increase the amount of compensation due any Group Company Employee; (iii) result in the forgiveness of indebtedness for any Group Company Employee; or (iv) result in the funding of any trust with respect to any Plan. The Group Companies are not obligated to make any payments, including under any Plan, that reasonably could be expected to be “excess parachute payments” pursuant to Section 280G of the Code. The representations and warranties in this clause (j) are qualified by the disclosures set forth in Schedule 3.10(j) of the Disclosure Letter.

(k) None of the Group Companies (i) has amended its Plans in response to COVID-19, (ii) has experienced a partial plan termination as the result of any employee reductions, or (iii) is obligated to indemnify any party or provide any tax gross-ups with respect to taxes imposed under Section 409A or 4999 of the Code.

Section 3.11 Labor and Employment Matters.

(a) No Group Company is a party to any labor or collective bargaining Contract that pertains to employees of the Group Companies. There are no, and since January 1, 2018 have been no, organizing activities or collective bargaining arrangements that would reasonably be expected to affect the Group Companies pending or under discussion with any labor organization or group of employees of the Group Companies. There is no, and since January 1, 2018 there has been no, labor dispute, strike, controversy, slowdown, work stoppage or lockout pending or, to the knowledge of Group Companies, threatened against or affecting the Group Companies (including as a result of COVID-19 or COVID-19 Measures), nor is there any basis for any of the foregoing. There are no pending or, to the knowledge of the Group Companies, threatened union grievances or union representation questions involving employees of any of the Group Companies. None of the Group Companies has breached or otherwise failed to comply with the provisions of any collective bargaining or union Contract.

(b) Each Group Company is, and since January 1, 2018 has been, in compliance in all material respects with all applicable Laws respecting employment, including discrimination or harassment in employment, terms and conditions of employment, termination

of employment, wages, overtime classification, hours, occupational safety and health, employee whistle-blowing, immigration, employee privacy, employment practices and classification of employees, consultants and independent contractors; provided, that the foregoing is without limitation to the provisions of subsections (g), (h) and (i) of this Section 3.11. None of the Group Companies is engaged in any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. No unfair labor practice or labor charge or complaint is pending or, to the knowledge of the Group Companies, threatened with respect to any of the Group Companies before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental Authority.

(c) The Group Companies have withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from the Group Company Employees and are not liable for any arrears of wages, penalties or other sums for failure to comply with any applicable Laws relating to the employment of labor; provided, that the foregoing does not apply to the withholding or payment of Taxes, which are addressed in Section 3.15 hereof. The Group Companies have paid in full to all their respective Group Company Employees or adequately accrued in accordance with GAAP for all wages, salaries, commissions, bonuses, benefits or other compensation due to or on behalf of such employees.

(d) None of the Group Companies is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices. No Group Company or any of member their respective senior leadership teams has received since January 1, 2018 any notice of intent by any Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation relating to Group Companies and, to the knowledge of the Group Companies, no such investigation is in progress.

(e) Except as set forth on Schedule 3.11(e) of the Disclosure Letter, to the knowledge of the Group Companies, as of the date of this Agreement, no current employee of vice president level or above or officer of any of the Group Companies intends, or is expected, to terminate his or her employment relationship with such entity following the consummation of the transactions contemplated hereby.

(f) Except as set forth on Schedule 3.11(f) of the Disclosure Letter, since January 1, 2018, (i) no allegations of workplace sexual harassment, discrimination or other misconduct have been made, initiated, filed or, to the knowledge of the Group Companies, threatened against any Group Company or any of their respective employees in their capacities as such, (ii) to the knowledge of the Group Companies, no incidents of any such workplace sexual harassment, discrimination or other misconduct have occurred, and (iii) none of the Group Companies have entered into any settlement agreement related to allegations of sexual harassment, discrimination or other misconduct by any of their employees.

(g) Except as set forth on Schedule 3.11(g) of the Disclosure Letter, since January 1, 2020, as related to COVID-19, no Group Company has (i) taken any material action with respect to any Group Company Employees, including implementing workforce reductions, terminations, furloughs or material changes to compensation, benefits or working schedules, (ii) applied for or received loans or payments under the CARES Act or any other COVID-19 Measures or (iii) experienced any material employment-related liability.

(h) Each of the Group Companies is in compliance in all material respects with all COVID-19 Measures applicable to any location in which such Group Company operates. To the extent a Group Company is requiring employees to perform in-person work in any locations subject to a health and safety order, such Group Companies’ requirements for in-person services meet the standards set forth in the current order. The Group Companies have also documented any work-related injury and illness to the extent required by OSHA.

(i) None of the Group Companies have received in writing any complaints or concerns (i) from employees regarding leaves of absence, paid sick time, or similar matters related to COVID-19, (ii) regarding the Group Companies’ reporting, or failure to report, to employees, contractors, customers, vendors or the public, the presence of employees or contractors who have tested positive for, or exhibited symptoms of, COVID-19, or other potential means of exposure to COVID-19 or (iii) alleging that any Group Company failed to provide a safe working environment, appropriate equipment or accommodation in relation to COVID-19.

Section 3.12 Title to, Sufficiency and Condition of Assets.

(a) The Group Companies have good and valid title to or a valid leasehold interest in all of their material assets, including all of the assets reflected on the Balance Sheet or acquired in the ordinary course of business since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by the Group Companies constitute all of the material assets necessary for the Group Companies to carry on their respective businesses as currently conducted. None of the material assets owned or leased by the Group Companies is subject to any Encumbrance, other than (i) liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings and, in each case, for which adequate reserves have been established in accordance with GAAP, (ii) landlords’, mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Group Companies consistent with past practice, (iii) zoning restrictions, any such matters of record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Group Companies as currently conducted, (iv) liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, (v) mortgages and security interests securing Indebtedness which will be released at the Closing, and (vi) liens relating to the transferability of securities under applicable securities Laws (collectively, “Permitted Encumbrances”). The Group Companies exclusively own or otherwise have an exclusive, irrevocable and legally enforceable right, on a royalty-free basis, to perpetually use all performance records of the Clients or composites of performance records of multiple Clients, including all data and other information underlying and supporting such records.

(b) Other than the Directly Held Entities, except as set forth in Schedule 3.12(b) of the Disclosure Letter, as of the date hereof, none of the Sellers own (other than indirectly through a Group Company) any Person that is used or engaged in, or is currently contemplated to be used or engaged in, the business and operations of the Group Companies, or that otherwise provides any Investment Services to any Client, or owns or manages any entity that provides any Investment Services to any Client.

(c) All material tangible assets owned or leased by the Group Companies have been maintained in all material respects in accordance with generally accepted industry practice, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put.

Section 3.13 Real Property.

(a) Schedule 3.13(a) of the Disclosure Letter sets forth a true and complete list of all Owned Real Property and all Leased Real Property. Each Group Company has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good and marketable leasehold title to all Leased Real Property, in each case, free and clear of all Encumbrances except Permitted Encumbrances. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated, re-zoned or otherwise taken by any public authority with or without payment of compensation therefore, nor, to the knowledge of the Group Companies, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by any Group Company or, to the knowledge of the Group Companies, any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by any Group Company or, to the knowledge of the Group Companies, any other party thereto. All leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Closing.

(b) There are no contractual or legal restrictions that preclude or restrict the ability to use any Owned Real Property or Leased Real Property by any Group Company for the current or contemplated use of such real property. There are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained and are in good operating condition and repair for the requirements of the business of the Group Companies as currently conducted.

Section 3.14 Intellectual Property.

(a) Schedule 3.14 of the Disclosure Letter sets forth a true and complete list of all registered and unregistered Marks, Patents and registered Copyrights, including any pending applications to register any of the foregoing, owned (in whole or in part) by or exclusively licensed to any Group Company, identifying for each whether it is owned by or exclusively licensed to a Group Company.

(b) No registered Xxxx identified on Schedule 3.14 of the Disclosure Letter has been or is now involved in any opposition or cancellation proceeding and no such proceeding is or has been threatened with respect to any of such Marks. No Patent identified on Schedule 3.14 of the Disclosure Letter has been or is now involved in any interference, reissue or reexamination proceeding and no such proceeding is or has been threatened with respect thereto any of such Patents.

(c) The Group Companies exclusively own, free and clear of Encumbrances, all Intellectual Property identified on Schedule 3.14 of the Disclosure Letter and all other Intellectual Property used in or otherwise necessary for the development, manufacture, sale, distribution or other commercial exploitation of products, and the provision of any services, by or on behalf of any Group Company, all of the other activities or operations of any Group Company, and the conduct of the Group Companies’ businesses as they are currently and proposed to be conducted, in each case, other than Intellectual Property that is licensed to the Group Companies by a third party licensor pursuant to a written license agreement that remains in effect (collectively, the “Business IP”). No Group Company has received any notice or claim challenging its ownership of any of the Intellectual Property owned (in whole or in part) by such Group Company, nor to the knowledge of any Group Company is there a reasonable basis for any claim that a Group Company does not so own any of such Intellectual Property.

(d) Each Group Company has taken all reasonable steps in accordance with standard industry practices to protect its rights in the Business IP and at all times has maintained the confidentiality of all information that constitutes or constituted a Trade Secret of such Group Company. All current and former employees, consultants and contractors of the Group Companies have executed and delivered proprietary information, confidentiality and assignment agreements substantially in the Group Companies standard forms.

(e) All registered Marks, issued Patents and registered Copyrights identified on Schedule 3.14 of the Disclosure Letter (“Company Registered IP”) are valid and subsisting and, to the knowledge of the Group Companies, enforceable, and no Group Company has received any notice or claim challenging the validity or enforceability of any Company Registered IP or alleging any misuse of such Company Registered IP. No Group Company has taken any action or failed to take any action that could reasonably be expected to result in the abandonment, cancellation, forfeiture, relinquishment, invalidation or unenforceability of any of the Company Registered IP (including the failure to pay any filing, examination, issuance, post registration and maintenance fees, annuities and the like and the failure to disclose any known material prior art in connection with the prosecution of patent applications).

(f) The development, manufacture, sale, distribution or other commercial exploitation of products, and the provision of any services, by or on behalf of any Group Company, and all of the other activities or operations of the Group Companies, do not infringe, misappropriate, violate, dilute or otherwise constitute the unauthorized use of, and have not infringed upon, misappropriated, violated, diluted or constituted the unauthorized use of, any Intellectual Property of any third party, and no Group Company has received any notice or claim asserting or suggesting that any such infringement, misappropriation, violation, dilution or unauthorized use is or may be occurring or has or may have occurred, nor to the knowledge of the Group Companies, is there a reasonable basis therefor. None of the Business IP is subject to any outstanding order, judgment, decree, stipulation or agreement restricting the use or licensing thereof by the Group Companies. To the knowledge of the Group Companies, no third party is misappropriating, infringing, diluting or violating any Intellectual Property owned by or exclusively licensed to any Group Company in a material manner.

(g) No Group Company has transferred ownership of, or granted any exclusive license with respect to, any material Intellectual Property. Upon the consummation of the Closing, Parent shall succeed to all of the Intellectual Property rights necessary for the development, marketing and sale of the products and services of the Group Companies, and the conduct of the Group Companies’ businesses as they are currently and proposed to be conducted, and all of such rights shall be exercisable by Parent to the same extent as by the Group Companies prior to the Closing. No loss or expiration of any of the material Intellectual Property used by the Group Companies in the conduct of their businesses is threatened, pending or reasonably foreseeable.

(h) No Software that is owned or purported to be owned by any Group Company (“Proprietary Software”) is subject to any license that: (i) requires, or conditions the use or distribution of such Proprietary Software on the disclosure, licensing or distribution of any source code for any portion of such Proprietary Software; or (ii) otherwise imposes any limitation, restriction or condition on the right or ability of the Group Companies to use, transfer or distribute any such Proprietary Software.

(i) The execution, delivery and performance by the Group Companies of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, will not give rise to any right of any third party to terminate or re-price or otherwise modify any Group Company’s rights or obligations under any agreement under which any right or license of or under Intellectual Property is granted to or by any Group Company.

Section 3.15 Taxes.

(a) Except as set forth on Schedule 3.15(a) of the Disclosure Letter, (i) the Group Companies have duly and timely filed all income and other material Tax Returns required to be filed by or with respect to them under applicable Laws, and all such Tax Returns are true, complete and correct in all material respects and have been prepared in compliance with all applicable Laws and (ii) the Group Companies have made available to Parent correct and complete copies of all U.S. federal income and other material Tax Returns for Tax periods ending on or after December 31, 2017.

(b) The Group Companies have timely paid all income and other material Taxes due and owing by any of them (whether or not shown on or required to be shown on any Tax Return), including installments or prepayments of Taxes which are required to have been paid to any Governmental Authority pursuant to applicable Law, and have timely withheld or deducted and paid over to the appropriate Governmental Authority in full all material Taxes that were required to be withheld or deducted from amounts paid or owing or deemed paid or owing or benefits given to any employee, stockholder, creditor or other third party.

(c) None of the Group Companies has (i) waived any statute of limitations with respect to any Taxes or agreed to any extension of time for filing any Tax Return, other than a valid automatic extension of the applicable filing dates, or (ii) consented to any extension of time with respect to any Tax assessment or deficiency, which waiver or extension of time is currently outstanding.

(d) No Tax audits or assessments or administrative or judicial proceedings are pending or are proposed or threatened in writing with respect to any of the Group Companies, and there are no matters under discussion, audit or appeal with any Governmental Authority with respect to Taxes of any of the Group Companies.

(e) All deficiencies asserted or assessments made or proposed against any of the Group Companies with respect to Taxes have been timely paid in full or withdrawn.

(f) [Reserved.]

(g) There are no Encumbrances for Taxes, other than Encumbrances described in clause (i) of the definition of “Permitted Encumbrances”, on any of the assets of, or equity interests in, any of the Group Companies.

(h) No claim has ever been made in writing by a Governmental Authority in a jurisdiction where the Group Companies do not file Tax Returns that the Group Companies are or may be subject to taxation by that jurisdiction, which claim has not been resolved. Since July 1, 2018, none of the Group Companies is, or has been, a resident for Tax purposes in any jurisdiction other than the jurisdiction in which it was organized, and does not and has not had, any branch, agency, permanent establishment or other taxable presence in any such jurisdiction.

(i) None of the Group Companies (i) has any liability for the Taxes of any Person other than any other Group Companies under Treasury Regulations section 1.1502-6 (or any similar provisions of U.S. state or local or non-U.S. Law), as a transferee or successor, by Contract or otherwise, or (ii) is party to or bound by and has any obligations under any Tax allocation, Tax sharing, Tax indemnification, Tax receivable or other similar Contract (other than any such contract entered into in the ordinary course and the principal purpose of which is not the allocation or sharing of Taxes).

(j) No Group Company has distributed stock of another Person, nor has any Group Company had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by sections 355 or 361 of the Code in the past two years.

(k) None of the Group Companies have engaged in any “listed transaction” within the meaning of Treasury Regulations section 1.6011-4(b)(2) or any similar provisions of U.S. state or local or non-U.S. Law that has not been disclosed in the relevant Tax Returns of the Group Companies.

(l) Except as set forth on Schedule 3.15(l) of the Disclosure Letter, (i) other than with respect to GA Inc.’s and GBOS Inc.’s original elections to be taxed as S corporations, none of the Group Companies have requested or received a written ruling from any Governmental Authority or signed any binding agreement with any Governmental Authority or made or filed any election, designation or similar filing with respect to Taxes of the Group Companies and (ii) the amount of Tax chargeable to the Group Companies does not depend, and has not depended, on any concession, agreement or other formal or informal arrangement with any Governmental Authority.

(m) The Pre-Closing Taxes of the Group Companies (i) did not, as of the date of the Balance Sheet, exceed the accrued liability for Taxes (other than any accrued liability for deferred Taxes established solely to reflect timing differences between income for financial statement purposes and income for Tax purposes) set forth on the face of the Balance Sheet (rather than in any notes thereto) and (ii) will not exceed that accrued liability as adjusted for operations and transactions (other than the transactions contemplated by this Agreement) through the Closing Date in accordance with the past custom and practice of the Group Companies in filing their Tax Returns.

(n) None of the Group Companies (nor Parent or any of its Subsidiaries by reason of their ownership of the Group Companies) will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date, including as a result of any (i) under section 481 of the Code (or any similar provision of state, local or foreign Law) as a result of a change in method of accounting for a Pre-Closing Tax Period, (ii) “closing agreement” as described in section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law) executed on or prior to the Closing Date, (iii) as a result of an installment sale or open transaction disposition made on or prior to the Closing Date, (iv) prepaid amount, advance payment or deferred revenue received or accrued on or prior to the Closing Date, (v) use of an impermissible method of accounting for a Pre-Closing Tax Period, (vi) “subpart F income” or “global intangible low-taxed income” within the meaning of Sections 951 or 951A of the Code (or any corresponding or similar provision of law) of any Group Company attributable to a Pre-Closing Tax Period or (vii) a COVID-19 Financial Assistance Program.

(o) The assets of the Group Companies are not, and have never been, U.S. real property interests within the meaning of section 897 of the Code. None of the Group Companies is or has been a “U.S. real property holding corporation” within the meaning of section 897 of the Code.

(p) No Person holds GA Shares, GBOS Shares, GALP Interests or GBOS Units that are or on issuance were non-transferable or subject to a substantial risk of forfeiture within the meaning of section 83 of the Code with respect to which a valid election under section 83(b) of the Code has not been made.

(q) For U.S. federal, and, if applicable, state and local, income tax purposes, each of GA Inc. and GBOS Inc. is, and at all times since its formation has been, a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code. No Governmental Authority has challenged the effectiveness of any of the elections described in this Section 3.15(q).

(r) Neither GA Inc. nor GBOS Inc. is liable for any Tax under Section 1374 of the Code (and will not become liable for any such Tax in connection with the transactions contemplated by this Agreement) and neither has, in the past five (5) years, (i) acquired assets from another corporation in a transaction in which the Tax basis of the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired assets in the hands of the transferor or (ii) acquired the stock of any corporation that was a qualified subchapter S subsidiary.

(s) For U.S. federal, and, if applicable, state and local, income tax purposes, each of GALP and GBOS (i) is, and at all times since formation has been, properly classified as a partnership that is not a “publicly traded partnership” within the meaning of Section 7704(b) of the Code, and (ii) has not made, and will not make, an election pursuant to Treasury Regulation Section 301.7701-3(c) or otherwise to be classified as a corporation for U.S. federal, state or local income Tax purposes. Each of GALP and GBOS has not elected to apply the rules set forth in Title XI of the Bipartisan Budget Act of 2015, as amended, to any taxable periods beginning prior to January 1, 2018.

(t) Schedule 3.15(t) of the Disclosure Letter sets forth a list of the entity classification of each Subsidiary of GALP and/or GBOS for U.S. federal income tax purposes, and, unless otherwise noted, each entity has had such classification at all times since its incorporation or formation, as applicable.

(u) Each of the Group Companies has duly and timely collected all material amounts on account of any material Taxes, including sales, use or transfer taxes, goods and services, value added, harmonized sales and state, provincial or territorial sales Taxes, required by applicable Laws to be collected by it and has duly and timely remitted to the appropriate Governmental Authority any such amounts required by Law to be remitted by it and complied in all material respects with all applicable Tax Laws relating to information reporting and record retention.

(v) Each of the Group Companies has provided reasonable documentation or other proof of compliance with any applicable Tax incentive, Tax holiday or other similar incentives, and such compliance shall not be negatively affected by the transactions contemplated by this Agreement.

(w) No Group Company that is incorporated in a jurisdiction outside of the United States (i) is a “passive foreign investment company” within the meaning of Section 1297 of the Code; (ii) is a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code; or (iii) has received written notice from the IRS claiming that it may be subject to U.S. federal income Tax as a result of being engaged in a trade or business within the United States within the meaning of Section 864(b) of the Code or having a permanent establishment in the United States, which notice or claim has not since been withdrawn.

(x) The Group Companies have not applied for or received funds from any lender pursuant to a loan (each, a “PPP Loan”) under the Federal Paycheck Protection Program provided in Section 7(a) of the Small Business Act of 1953 or other similar loan from a Governmental Authority that, in each case, has not been repaid in full. All information submitted to a lender, the Small Business Administration or any other Governmental Authority by the Group Companies in connection with an application for any PPP Loan or other similar loan pursuant to the CARES Act or other similar sources of federal, state and local COVID-19 related relief was true and correct at the time of submission, including any and all certifications made by any Group Company on any application form submitted in connection therewith.

(y) None of the Group Companies has (i) deferred the amount of the employer’s share of any “applicable employment taxes” under Section 2302 of the CARES Act, (ii) deferred any payroll tax obligations (including those imposed by Sections 3101(a) and 3201 of the Code) (for example, by a failure to timely withhold, deposit or remit such amounts in accordance with the applicable provisions of the Code and the Treasury Regulations promulgated thereunder) pursuant to or in connection with any U.S. presidential memorandum or executive order or any COVID-19 Financial Assistance Program, or (iii) utilized available Tax credits under Sections 7001 through 7005 of the Families First Act and Section 2301 of the CARES Act.

(z) None of the Group Companies has taken any action or is aware of any fact or circumstance that would reasonably be expected to prevent either Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Section 3.16 Environmental Matters. Since January 1, 2018, each Group Company (i) has complied in all material respects with all Environmental Laws; (ii) has not received any written notice of any alleged claim, complaint, violation of or liability under any Environmental Law (including any claim or complaint from any employee alleging exposure to Hazardous Materials); (iii) has not disposed of, emitted, discharged, handled, stored, transported, used or released any Hazardous Materials, or arranged for the disposal, discharge, storage or release of any Hazardous Materials; and (iv) has not entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of Environmental Laws or the Hazardous Materials related activities of any Group Company. There are no Hazardous Materials in, on or under any properties owned, leased or used at any time by any Group Company which could give rise to any material liability or corrective or remedial obligation of any Group Company under any Environmental Laws.

Section 3.17 Material Contracts.

(a) Schedule 3.17(a) of the Disclosure Letter sets forth a complete and correct list of all Contracts of the following nature to which a Group Company is a party or by which any Group Company is bound (such Contracts as are required to be set forth in Schedule 3.17(a) of the Disclosure Letter being “Material Contracts”):

(i) any broker, distributor, dealer, manufacturer’s or sales representative, franchise, agency, continuing sales or purchase, sales promotion, market research, marketing, consulting or advertising Contract;

(ii) any Contract relating to or evidencing Indebtedness;

(iii) any Contract pursuant to which any Group Company has provided funds to or made any loan, capital contribution or other investment in, or assumed any liability or obligation of, any Person, including take-or-pay contracts or keepwell agreements;

(iv) any Contract with any Governmental Authority;

(v) any Contract with any Related Party of any Seller or any Group Company;

(vi) any employment or consulting Contract with a Group Company Employee that provides a base salary or base wages in excess of $100,000;

(vii) any Contract pursuant to which any Group Company has an outstanding obligation to grant any severance or termination pay or benefits (in cash or otherwise) to any employee or individual consultant or contractor;

(viii) any Contract or Plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional subsequent events) or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;

(ix) any Contract that limits, or purports to limit, the ability of any Group Company to compete in any line of business or with any Person or in any geographic area or during any period of time, or that restricts the right of any Group Company to sell to or purchase from any Person or to hire any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights;

(x) any Contract relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Group Companies’ businesses, consistent with past practices;

(xi) any Contract concerning or consisting of a partnership, limited partnership, limited liability company, or joint venture agreement;

(xii) any Contract that grants, or agrees to grant, any Person a right to “most favored nation” terms;

(xiii) any Investment Contract or Fund Document;

(xiv) any finder’s agreement or arrangement for soliciting, distributing, selling or promoting Investment Services to Clients;

(xv) any custody or sub-custody arrangement, transfer agent agreement, sub-advisory agreement, administrative and accounting agreement, shareholder services agreement, distribution agreement, securities lending agreement, prime brokerage or other brokerage-related agreements or similar agreement;

(xvi) any Contracts providing for “fee for services”, “adviser pay” or similar supplemental payment arrangements;

(xvii) any Contracts with respect to any carried interest participation or similar opportunity to participate in the profits or performance of any Client or commingled vehicle by any director, officer or employee of the Group Companies;

(xviii) any Contracts involving a sharing of profits or expenses or payments based on revenues, profits, or the assets under management of the Group Companies or any Client, or the sharing of another Person’s expenses, or Contracts for the limiting, capping, offset, or reimbursement of fees, expenses, or other payments that any Group Company receives from a Client or another Person;

(xix) any soft dollar arrangements and agreements and any directed brokerage agreement, agreement with proxy voting services, pricing agencies, market data providers or other information providers;

(xx) any Contract relating to the settlement of any administrative or judicial proceedings entered into since January 1, 2018, or pursuant to which there are any material continuing obligations;

(xxi) any Contracts that contain a “clawback” or similar undertaking requiring the reimbursement or refund of any fees (whether performance based or otherwise) paid to any of the Group Companies by a Clients; and

(xxii) any other Contract, whether or not made in the ordinary course of business that (A) involves a future or potential liability or receivable, as the case may be, in excess of $200,000 on an annual basis or in excess of $500,000 over the current Contract term or (B) has a term greater than one year and cannot be cancelled by the Group Companies without penalty or further payment and without more than 90 days’ notice.

(b) Each Material Contract is a legal, valid, binding and enforceable agreement and is in full force and effect. No Group Company or, to the knowledge of the Group Companies, any other party is in material breach or violation of, or (with or without notice or lapse of time or both) default under, any Material Contract, nor has any Group Company received any claim of any such breach, violation or default; provided, that the foregoing is without limitation to the provisions of subsection (c) of this Section 3.17. The Group Companies have delivered or made available to Parent true and complete copies of all Material Contracts, including any amendments thereto (other than the economic exhibits with respect to general partner agreements under clause (xvii) above).

(c) No Group Company has received any written notices seeking (i) to excuse a third party’s non-performance, or delay a third party’s performance, under existing Material Contracts due to interruptions caused by COVID-19 (through invocation of force majeure or similar provisions, or otherwise) or (ii) to modify any existing contractual relationships due to COVID-19.

Section 3.18 Affiliate Interests and Transactions.

(a) Except as set forth in Schedule 3.18 of the Disclosure Letter, no Related Party of any Seller or any Group Company: (i) owns, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or client of the Group Companies; or (ii) has a financial interest in any transaction with any Group Company or involving any assets or property of any Group Company, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms.

(b) Except as set forth in Schedule 3.18 of this Agreement and certain of the Ancillary Agreements, there are no Contracts by and between the Group Companies, on the one hand, and any Related Party of the Group Companies or any Seller, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Group Companies (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters).

(c) There are no outstanding notes payable to, accounts receivable from or advances by the Group Companies to, and no Group Company is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of any Group Company or any Seller.

Section 3.19 Insurance. Schedule 3.19 of the Disclosure Letter sets forth a true and complete list of all casualty, directors and officers liability, general liability, product liability and all other types of insurance policies maintained with respect to the Group Companies, together with the carriers and liability limits for each such policy. All such policies are in full force and effect and no application therefor included a material misstatement or omission. All premiums with respect thereto have been paid to the extent due beyond any applicable grace period. No Group Company has received notice of, nor to the knowledge of the Group Companies is there threatened, any cancellation, termination, reduction of coverage or material premium increases with respect to any such policy. No claim currently is pending under any such policy involving an amount in excess of $100,000 in the aggregate.

Section 3.20 Privacy and Security.

(a) Each of the Group Companies comply (and require and monitor the compliance of applicable third parties) in all material respects with all applicable U.S., state, foreign and multinational Laws (including Regulation (EU) 2016/679 of the European Parliament and Council of 27 April 2016 (General Data Protection Regulation), the Computer Fraud and Abuse Act (and all state and foreign Laws similar thereto), the Children’s Online Privacy Protection Act and the California Consumer Privacy Act) relating to privacy or data security, and reputable industry practice, standards, self-governing rules and policies and their own published, posted and internal agreements and policies (which are in conformance with reputable industry practice) (all of the foregoing collectively, “Privacy Laws”) with respect to: (i) personally identifiable information (including name, address, telephone number, electronic mail address, social security number, bank account number or credit card number), sensitive personal information and any special categories of personal information regulated thereunder or covered thereby (“Personal Information”) (including such Personal Information of visitors who use the Group Companies’ respective Websites, suppliers, clients and distributors), whether any of same is accessed or used by the Group Companies or any of their respective business partners; (ii) non-personally identifiable information (including such Personal Information of visitors who use the Group Companies respective Websites, suppliers, clients and distributors), whether any of same is accessed or used by any Group Company or any of their respective business partners; (iii) spyware and adware; (iv) the procurement or placement of advertising from or with reputable Persons and Websites; (v) the use of Internet searches associated with or using particular words or terms; (vi) the sending of solicited or unsolicited electronic mail messages; and (vii) privacy generally.

(b) The Group Companies post all policies with respect to the matters set forth in Section 3.20(a) on their respective Websites in conformance with Privacy Laws. No Group Company uses, collects, or receives any Personal Information or sensitive non-personally identifiable information and does not become aware of the identity or location of, or identify or locate, any particular Person as a result of any receipt of such Personal Information.

(c) (i) To the Group Companies’ knowledge, the advertisers and other Persons with which any of the Group Companies have contractual relationships have not breached any agreements or any Privacy Laws pertaining to Personal Information and to non-personally identifiable information (including Privacy Laws regarding spyware and adware), (ii) no Group Company serves advertisements into advertising inventory created by downloadable Software that launches without a user’s express activation, and (iii) no Group Company has received (and does not have knowledge of) a material volume of consumer complaints relative to Software downloads that resulted in the installation of the Group Companies’ respective tracking technologies.

(d) The Group Companies take all commercially reasonable steps to protect the operation, confidentiality, integrity and security of their respective Software, Systems and Websites and all information and transactions stored or contained therein or transmitted thereby against any unauthorized or improper use, access, transmittal, interruption, modification or corruption, and there have been no breaches of same. In the past twelve (12) months, there have been no material failures, crashes, security breaches or other adverse events affecting the Software, Systems or Websites used by the Group Companies, which have caused material disruption to the business of the Group Companies. The Group Companies provide for the back-up and recovery of material data and have implemented disaster recovery plans, procedures and facilities and, as applicable, has taken all steps to implement such plans and procedures.

Section 3.21 Clients.

(a) Since inception, none of the Group Companies has acted as a sponsor, investment adviser, investment sub-adviser, general partner, management member, manager or in any similar capacity to any investment company (or series thereof) registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), business development company that has elected to be regulated as such under the Investment Company Act, or any other publicly-offered pooled investment vehicle.

(b) Schedule 3.21(b) of the Disclosure Letter sets forth a true and complete list, as of the date of hereof, of each Client of the Group Companies and, for each such Client as of the date hereof:

(i) such Client’s name, together with a list of each account advised by the Group Companies on behalf of such Client;

(ii) whether such Client is a Private Fund or a Separately Managed Account Client;

(iii) the manner of Consent required to be made or obtained, or other action required to be taken, by the Group Companies in each case so that the Investment Contract or a new Investment Contract in substantially the form of the applicable Investment Contract in effect as of the date hereof, will be in full force and effect between a Group Company and such Client as of immediately following the Closing;

(iv) the amount of the assets under management for such Client, on both an account-by-account basis and in the aggregate for all accounts, based on the fair market value of assets calculated as of 4:00 p.m. New York City time on the Base Date in accordance with applicable Laws and the terms of the applicable Investment Contract;

(v) the fee rate of such Client (the contractual rate) as of the Base Date and as of the date hereof; and

(vi) the aggregate amount of capital the Group Companies are committed to invest in such Client that has not been invested as of the Base Date.

(c) Schedule 3.21(c) of the Disclosure Letter sets forth, with respect to each Private Fund, the aggregate capital commitments, the aggregate contributed capital, the aggregate capital account value, the aggregate remaining capital commitments and the fee schedule in effect (including any applicable fee waivers or discounts), in each case as of June 30, 2021.

(d) Except for the Clients set forth on Schedule 3.21(b) of the Disclosure Letter, the Group Companies: (i) are not a party to any Investment Contract with; (ii) do not provide Investment Services to; and (iii) do not receive any advisory, sub-advisory, asset-based, or performance fee, or any other profit participation, equity return, or other income from, any Person. Except as set forth on Schedule 3.21(d) of the Disclosure Letter, no controversy, disagreement, or dispute exists or, to the knowledge of the Group Companies, is threatened, by or between a Group Company and any Client or Private Fund Investor.

(e) The Group Companies and the Private Funds are and at all times since January 1, 2018 have been in compliance with all provisions commonly referred to as “most favored nation” provisions, commitments and obligations in respect of each Private Fund Investor. Each of the Private Funds is in compliance in all material respects with its investment objectives and policies and the terms and conditions of its governing documents and Investment Contract.

(f) No Client or Private Fund Investor has given written notice to the Group Companies or the Sellers of its intention to: (A) terminate any of its accounts or reduce its relationship with the Group Companies; (B) initiate a search for a replacement investment adviser or sub-adviser; (C) reduce the fee schedule or rates under any Investment Contract; or (D) withdraw any amount of the assets under management from any of its accounts.

(g) Each Private Fund has been duly organized and is validly existing and, with respect to entities in jurisdictions that recognize the concept of “good standing,” is in good standing under the laws of the jurisdiction of its organization and has all requisite corporate, partnership, limited liability company, or similar power and authority to own, lease and operate its properties and to carry on its business as now conducted. All outstanding interests of each Client have been issued, offered and sold in compliance with Law.

(h) Each Client has (as applicable) a separate prime broker, custodian or trustee which is a third-party entity independent of the applicable RIA and such Client’s assets are managed in compliance with the requirements of Rule 206(4)-2 under the Advisers Act. Each investment portfolio managed by the Group Companies on behalf of a Client has sufficient collateral to support its current borrowing.

(i) No Group Company is liable in connection with, on behalf of, or for any obligations of any Client relating to the Client’s Indebtedness or investments.

(j) Except as disclosed on Schedule 3.21(j) of the Disclosure Letter, since January 1, 2018, there have been no defaults by any Private Fund Investor on its payment or other material obligations with respect to any Private Fund and, to the knowledge of the Group Companies, no Private Fund Investor has expressed its intent to fail to fund a payment obligation to a Private Fund.

(k) Each Private Fund holds all material Permits that are required in order to permit such Private Fund to carry on its respective business as presently conducted, and all such Permits are in full force and effect.

(l) No Private Fund is subject to or in default with respect to any Order relating to any aspect of the business, properties or assets of such Client.

(m) No Private Fund is charged with or, to the knowledge of the Group Companies, threatened with any violation of any provision of any Law, which in each case would give rise to an affirmative answer to any of the questions in Item 11, Part 1 of the Form ADV of any of the RIAs.

(n) Except as disclosed in Schedule 3.21(n) of the Disclosure Letter, for each Private Fund, the Seller has provided to Parent true and complete copies of (i) the most recent regularly prepared unaudited balance sheet of such Private Fund and the related unaudited and reviewed statements of income, equity and cash flows for the period then ended and (ii) the most recent audited balance sheet of such Private Fund and the related statements of income, equity and cash flows for the fiscal year then ended (each hereinafter referred to as a “Private Fund Financial Statement”). Such annual audited Private Fund Financial Statements present fairly in all material respects the financial position, results of operations and cash flows of the Private Fund as at and for the respective periods then ended, and have been prepared in accordance with GAAP.

(o) Each Private Fund has (i) duly and timely filed all income and other material Tax Returns required to be filed by or with respect to it under applicable Laws, and all such Tax Returns are true, complete and correct in all material respects and have been prepared in material compliance with all applicable Laws, (ii) timely paid all income and other material Taxes, including all installments on account of Taxes for the current year, due and owing by it (whether or not such Taxes are related to, shown on or required to be shown on any Tax Return), including installments or prepayments of Taxes which are required to have been paid to any Governmental Authority pursuant to applicable Law, and (iii) complied in all material respects with its obligations to timely withhold or deduct and pay over to the appropriate Governmental Authority all Taxes required to be withheld or deducted from amounts paid or owing or deemed paid or owing to any partner, member or third party.

(p) 100% of the amounts that any Group Company is committed to invest in any Client has been committed to be funded directly or indirectly by the GALP Partners and/or other limited partners or members of the direct general partners of the Clients who are not themselves a Group Company (provided, however, for the avoidance of doubt, it is understood and agreed that such commitments by the GALP Partners and/or other limited partners or members of the direct general partners of the Clients will be funded in whole or in part by way of “deemed contributions” and/or promissory notes, all in accordance with the applicable governing agreements of the Clients and their direct general partners, and all without any reduction to such Person’s compensation).

Section 3.22 Track Record. Except as set forth in Schedule 3.22 of the Disclosure Letter, the Group Companies exclusively own and have the exclusive right to use, the Business Track Record. The Group Companies maintain the appropriate documentation necessary to form the basis for, demonstrate or recreate the calculation of the performance or rate of return of all portfolios in the Business Track Record (current and historical performance results) in compliance with all applicable Law (including Rule 204-2(a)(16) under the Advisers Act). All of the investments reflected in the Business Track Record were made, directly or indirectly, by the Clients. All Business Track Records provided, presented or made available by or on behalf of the Group Companies to any investor prospective investor or contained in any marketing materials complied with Law in all material respects.

Section 3.23 Brokers. Except for Xxxxxx Xxxxxxx & Co., LLC (“Xxxxxx Xxxxxxx”), the fees and expenses of which will constitute Transaction Expenses and be paid at Closing, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of any Group Company.

Section 3.24 Investment Intent. The Stock Consideration and the Unit Consideration is being obtained by the Sellers for their own account for investment purposes, and not with a view to any distribution thereof in violation of any applicable securities Laws. The Sellers are fully capable of understanding and evaluating the risks associated with the ownership of the Stock Consideration and the Unit Consideration. The Sellers understand and acknowledge that the securities comprising the Stock Consideration and the Unit Consideration to be received hereunder are “restricted securities” under the United States federal securities Laws inasmuch as they are being acquired from Parent in a transaction not involving a public offering and that, under such Laws and applicable regulations, such securities may be resold without registration under the applicable United States securities Laws only in certain limited circumstances.

Section 3.25 Unclaimed Property. No Group Company is or may be liable for any amounts under any escheat, unclaimed property or similar provision.

Section 3.26 Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III OR IN ANY CERTIFICATE DELIVERED BY THE GROUP COMPANIES HEREUNDER, NEITHER THE SELLERS, THE GROUP COMPANIES NOR ANY OTHER PERSONS MAKE ANY OTHER REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, REGARDING THE GROUP COMPANIES, THE BUSINESS OF THE GROUP COMPANIES, THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY INFORMATION FURNISHED OR MADE AVAILABLE TO PARENT OR ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III OR IN ANY CERTIFICATE DELIVERED BY THE GROUP COMPANIES HEREUNDER, THE GROUP COMPANIES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY PARENT OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PARENT OR ANY OF ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY INFORMATION, DOCUMENTS OR MATERIALS DELIVERED TO PARENT AND/OR MADE AVAILABLE IN THE DATA ROOM, MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY) OR AS TO THE FUTURE REVENUE, PROFITABILITY OR SUCCESS OF THE BUSINESS OF THE GROUP COMPANIES, OR ANY REPRESENTATION OR WARRANTY ARISING FROM STATUTE OR OTHERWISE IN LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL LIMIT OR OTHERWISE RESTRICT IN ANY RESPECT ANY CLAIM FOR KNOWING AND INTENTIONAL FRAUD.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT, SSGLP, NEWCO 1, NEWCO 2, NEWCO 3 AND NEWCO 4

Except as disclosed or reflected in the Parent XXX Xxxxxxxxx, Xxxxxx, XXXXX, XxxXx 0, XxxXx 2, NewCo 3 and NewCo 4 hereby represent and warrant to the Sellers, GA Inc. and GBOS Inc., as of the date hereof and as of the Closing Date, as follows:

Section 4.1 Organization. Each of Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 is an entity duly organized or formed, validly existing and in good standing under the laws of Delaware and has full corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

Section 4.2 Authority. Each of Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 has full power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 of this Agreement and each of the Ancillary Agreements to which it will be a party and the consummation by Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Parent, the general partner of SSGLP, the boards of directors of NewCo 1 and NewCo 2, the managing members of NewCo 3 and NewCo 4 and by Parent as the sole stockholder or member of NewCo 0, XxxXx 0, XxxXx 3 and NewCo 4. No proceedings on the part of Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 or NewCo 4 will be a party will have been, duly executed and delivered by Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4, as applicable, and, assuming due execution and delivery by each of the other parties hereto and thereto, this Agreement constitutes, and upon their execution each of the Ancillary Agreements to which Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 will be a party will constitute, the legal, valid and binding obligations of Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 or NewCo 4, as applicable, enforceable against Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 or NewCo 4, as applicable, in accordance with their respective terms except as limited by the Bankruptcy and Equity Exceptions.

Section 4.3 No Conflict; Required Filings and Consents.

(a) The execution, delivery and performance by each of Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 of this Agreement and each of the Ancillary Agreements to which it will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not:

(i) conflict with or violate the Organizational Documents of Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 or NewCo 4;

(ii) conflict with or violate any Law applicable to Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 or NewCo 4; or

(iii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under or require any consent of any Person pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 or NewCo 4 2 is a party;

except for any such conflicts, violations, breaches, defaults or other occurrences that do not, individually or in the aggregate, materially impair the ability of Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 or NewCo 4 to consummate, or prevent or materially delay, the Mergers, the Contribution and Exchange Transactions or any of the other transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so.

(b) None of Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 or NewCo 4 is required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 of this Agreement and each of the Ancillary Agreements to which it will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) any filings required to be made under the HSR Act, (ii) the filings of the Certificates of Merger with the Secretary of State of the State of Delaware, (iii) such filings as may be required by any applicable federal or state securities or “blue sky” laws and (iv) the filings described on Schedule 4.3 of the Disclosure Letter.

Section 4.4 SEC Filings.

(a) All reports, schedules, forms, registration statements and other documents required to be filed by Parent with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2021 and prior to the date of this Agreement (together with any documents furnished during such period by Parent to the SEC on a voluntary basis on Current Reports on Form 8-K, collectively, the “Parent SEC Documents”), have been filed and complied in all material respects with, to the extent in effect at the time of filing, the requirements of the Exchange Act applicable to such Parent SEC Documents. The Parent SEC Documents, when read together, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC or its staff with respect to Parent SEC Documents.

(b) The consolidated financial statements of Parent included or incorporated by reference in Parent SEC Documents comply, as of their respective dates and, if amended, as of the date of the last such amendment, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, the absence of notes and other adjustments described therein).

Section 4.5 Issuance of Equity Consideration. The Stock Consideration and Unit Consideration being delivered by Parent and SSGLP, respectively, hereunder is and shall be duly authorized and validly issued. Following the issuance of the Stock Consideration and the Unit Consideration pursuant to Section 2.9, the Sellers shall acquire good, valid and marketable title to the applicable portions of the Stock Consideration and Unit Consideration, free and clear of any Encumbrances, other than Encumbrances to which the Stock Consideration and Unit Consideration is subject under applicable securities Laws, Encumbrances applicable to the Stock Consideration or the Unit Consideration under the A&R Parent Stockholders Agreement, the A&R SSGLP LPA or the Class C Exchange Agreement (as applicable) or Encumbrances created by the Sellers. The Stock Consideration and the Unit Consideration will be issued in compliance in all material respects with all applicable federal and state securities Laws.

Section 4.6 Absence of Certain Changes. Since March 31, 2021: (a) Parent and SSGLP have conducted their businesses only in the ordinary course consistent with past practice; and (b) there has not been any change, event or development that, individually or in the aggregate, has had or is reasonably likely to have a Parent Material Adverse Effect.

Section 4.7 Financing. Parent has delivered to the Group Companies true and complete copies of (a) an executed commitment letter (as the same may be amended in accordance with Section 5.13, the “Financing Commitments”), pursuant to which the lenders party thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided bridge financing in the amount set forth therein (the “Financing”) and (b) the fee letter referred to in the Financing Commitments (provided that fee amounts, market flex and other terms may be redacted in a customary manner so long as none of the redacted provisions adversely affect the total amount of, the availability of or impose additional conditions on the availability of the Financing). As of the date of this Agreement, none of the Financing Commitments has been amended or modified and no such amendment or modification is contemplated (except as permitted by Section 5.13), and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto (except to the extent that enforceability may be limited by the applicable Bankruptcy and Equity Exceptions). As of the date of this Agreement, there are no side letters, other agreements, contingencies or conditions precedent to the obligations of counterparties to the Financing Commitments to provide the Financing or that would permit such counterparties to reduce the total amount of the Financing, except as set forth or described in the Financing Commitments. There are no conditions precedent related to the funding of the full amount of the Financing other than as set forth in or contemplated by the Financing Commitments. Parent has fully paid any and all commitment fees or other fees required by the terms of the Financing Commitments to be paid on or before the date of this Agreement. The aggregate proceeds of the Financing and the cash or cash equivalents held by Parent, as of the Closing, will be sufficient to enable Parent to pay in cash all amounts required to be paid by them in cash on the Closing Date in connection with the transactions contemplated hereby and to pay their respective related fees and expenses.

Section 4.8 Brokers. Except for the fees payable to X.X. Xxxxxx Securities LLC by Parent in connection with this Agreement, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Parent, NewCo 1, NewCo 2, NewCo 3 or NewCo 4.

Section 4.9 Assets and Liabilities. NewCo 1, NewCo 2, NewCo 3 and NewCo 4 have been formed solely for the purpose of this Agreement and have not conducted any business prior to the date hereof and have, and prior to the Closing Date, will have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Financing and transactions contemplated by this Agreement.

ARTICLE V

COVENANTS

Section 5.1 Stockholder Consent and Agreement. Within six hours after the execution of this Agreement, GA Inc. and GBOS Inc. shall deliver to Parent the GA Stockholder Consent and Agreement and the GBOS Stockholder Consent and Agreement, respectively, executed by 100% of the GA Stockholders and 100% of the GBOS Stockholders, respectively.

Section 5.2 Conduct of Business Prior to the Closing. Between the date of this Agreement and the Closing Date or the earlier termination of this Agreement in accordance with Article VII (the “Interim Period”), unless Parent shall otherwise agree in writing, the business of the Group Companies shall be conducted only in the ordinary course of business consistent with past practice; and each of GA Inc., GBOS Inc., GALP and GBOS shall use reasonable best efforts to, and shall cause each of its Subsidiaries to use reasonable best efforts to: (i) preserve substantially intact the business organization and assets of the Group Companies; (ii) keep available the services of the current officers, employees and consultants of the Group Companies; (iii) preserve the current relationships of the Group Companies with customers, suppliers and other persons with which any of the Group Companies has significant business relations; and (iv) keep and maintain the assets and properties of the Group Companies in normal operating condition, wear and tear excepted. By way of amplification and not limitation, between the date of this Agreement and the Closing Date or the earlier termination of this Agreement in accordance with Article VII, except as set forth on Schedule 5.2 of the Disclosure Letter, no Group Company shall do, or propose to do, directly or indirectly, any of the following without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed):

(a) amend, modify, waiver any provision under or otherwise change its Organizational Documents;

(b) issue, sell, pledge, dispose of or otherwise subject to any Encumbrance (i) any shares of capital stock or other Equity Securities of the Group Companies, or any options, warrants, convertible securities or other rights of any kind to acquire any such shares, or any other ownership interest in any of the Group Companies or (ii) any properties or assets of the Group Companies, other than sales or transfers of inventory in the ordinary course of business consistent with past practice;

(c) declare, set aside, make or pay any non-cash dividend or other non-cash distribution on or with respect to any of its capital stock or other equity or ownership interest;

(d) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock or other Equity Securities or ownership interest or make any other change with respect to its capital structure;

(e) acquire any corporation, partnership, limited liability company, other business organization or division thereof or any material amount of assets, or enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement;

(f) except for the Mergers, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Group Companies or any Private Fund, or otherwise alter any Group Company’s corporate structure;

(g) incur any Indebtedness or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, or make any loans or advances, except in the ordinary course of business consistent with past practice; provided, that in no event shall any Group Company (i) incur, assume or guarantee any long-term indebtedness for borrowed money or (ii) make any optional repayment of any indebtedness for borrowed money;

(h) organize, sponsor or become an investment adviser or subadviser to any investment vehicle or Person, other than the Clients;

(i) amend, waive, modify or consent to the termination of any Material Contract, or amend, waive, modify or consent to the termination of any Group Company’s rights thereunder, or enter into any Contract other than in the ordinary course of business consistent with past practice;

(j) other than as required by applicable Law or the terms of this Agreement or any Plan in effect as of the date hereof, (i) grant any current or former Group Company Employee any increase in compensation, bonus or other benefits, other than increases in the ordinary course consistent with practice for Group Company Employees with total annual compensation of less than $100,000, (ii) grant or pay to any current or former Group Company Employee any bonus, incentive compensation, severance, change in control or termination pay, or modifications thereto or increases therein, (iii) adopt or enter into any collective bargaining agreement or other labor union contract, (iv) take any action to accelerate the vesting, funding or payment of any compensation or benefit under any Plan or (v) adopt any new employee benefit or compensation plan or arrangement or amend, modify or terminate any existing Plan, in each case for the benefit of any current or former Group Company Employee;

(k) (i) terminate the employment or engagement of any Group Company Employee other than for cause or poor performance consistent with past practice or (ii) hire or engage any individual who would be a Group Company Employee, other than (A) individuals with total annual compensation of less than $100,000 and (B) to fill vacancies identified to Parent as of the date hereof or created as a result of resignations or terminations in accordance with the preceding clause (i);

(l) enter into any Contract with any Related Party of any Group Company;

(m) adopt or make any change in any method of accounting or accounting practice or policy, except as required by GAAP or applicable Law;

(n) amend or modify the fee rate payable under any Contract with any Client;

(o) agree to reduce, waive, grant any concession with respect to, cap or subject to rebate the compensation paid by any Client, or change any “fee for services” arrangement;

(p) sell, transfer, assign, pledge, hypothecate or otherwise dispose of any material assets of any Client in any secondary sale;

(q) except as contemplated under Section 5.8(g), make, revoke or modify any material Tax election, commence, settle or compromise any Tax liability or any audit, claim or proceeding relating to Taxes, file (or cause to be filed) any Tax Return other than in the ordinary course of business on a basis consistent with past practice and in accordance with Section 5.8, surrender any right to a refund of Taxes; consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes (other than any valid automatic extension of the due date of a Tax Return); enter into any Tax allocation, Tax sharing, Tax receivable, Tax indemnity agreement, or any closing or other agreement relating to Taxes (other than an agreement entered into in the ordinary course of business, the primary purpose of which is not related to Taxes), or fail to pay Taxes when due;

(r) pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, of liabilities reflected or reserved against on the Balance Sheet or subsequently incurred in the ordinary course of business consistent with past practice;

(s) accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except in the ordinary course of business consistent with past practice;

(t) commence, settle, compromise or resolve any Action involving any liability for money damages in excess of $50,000 or that otherwise imposes any non-monetary restrictions on the Group Companies or involves an admission of wrong-doing on behalf of any Group Company;

(u) enter into any Contract with any Governmental Authority; or

(v) announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing.

Section 5.3 Access to Information. During the Interim Period, the Group Companies shall afford Parent and its Representatives with reasonable access (including for inspection and copying), upon reasonable advance written notice and at reasonable times to the Representatives, properties, offices, plants and other facilities, books and records of the Group Companies, and shall furnish Parent with such financial, operating and other data and information as Parent may reasonably request in connection with the transactions contemplated hereby; provided, however, that the Group Companies shall not be required to disclose any information to Parent or its Representatives if such disclosure would reasonably be expected to (a) violate applicable Law, (b) waive any attorney-client or other legal privilege or (c) breach any Contract (provided, that in each case, the Group Companies shall use reasonable best efforts to make such disclosures in a

manner that would not otherwise violate any such Law, waiver any such privilege or breach any such Contract). During the Interim Period, to the extent permitted by applicable Law, the Group Companies shall keep Parent updated as promptly as practicable regarding the status of any Action or examination relating to the Group Companies, in each case, by a Governmental Authority that is pending as of the date hereof or initiated after the date hereof, including any examination or investigation of the Group Companies by the SEC. To the extent permitted by applicable Law, the Group Companies shall promptly notify Parent of any substantive communication received from any Governmental Authority in connection with any such Action or examination or any request or demand made by any Governmental Authority with respect to any such Action or examination and, to the extent reasonably practicable, shall give Parent the opportunity to review, and consider in good faith any comments by, Parent prior to sending any written communication to any Governmental Authority in connection with any such Action or examination, or responding to any such communication, request or demand.

Section 5.4 Exclusivity. GA Inc., GBOS Inc. and each Seller agree that between the date of this Agreement and the earlier of the Closing and the termination of this Agreement in accordance with Article VII, GA Inc., GBOS Inc., and each Seller shall not, and shall take all action necessary to ensure that none of Group Companies or any of their respective Affiliates and Representatives shall, directly or indirectly (a) solicit, initiate, consider, encourage or accept any proposal or offer than constitutes an Acquisition Proposal or (b) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage the submission of, any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal. Each of GA Inc., GBOS Inc. and each Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. GA Inc., GBOS Inc., and each Seller shall notify Parent promptly, but in any event within 24 hours, in writing if any such Acquisition Proposal, or any inquiry or other contact with any Person with respect thereto, is made. Any such notice to Parent shall indicate in reasonable detail the identity of the Person making such Acquisition Proposal, inquiry or other contact and the material terms and conditions of such Acquisition Proposal, inquiry or other contact. None of GA Inc., GBOS Inc., or any Seller shall, and each such Person shall cause its Subsidiaries not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any Group Company is a party, without the prior written consent of Parent. For purposes of this Agreement, “Acquisition Proposal” means any offer or proposal for, or any indication of interest in, any of the following (other than the transactions contemplated by this Agreement): (i) any direct or indirect acquisition or purchase of all or any portion of the capital stock or other equity or ownership interest of any Group Company or material assets of any Group Company (other than assets to be sold in the ordinary course of business consistent with past practice), (ii) any merger, consolidation or other business combination relating to any Group Company or (iii) any recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to any Group Company.

Section 5.5 Confidentiality.

(a) Each of the parties shall hold, and shall cause its Representatives to hold, in confidence all documents and information furnished to it by or on behalf of any other party to this Agreement in connection with the transactions contemplated hereby pursuant to the terms of the confidentiality agreement dated January 12, 2021 between Parent and Greenspring Associates, LLC (the “Confidentiality Agreement”), which shall continue in full force and effect until the Closing. If for any reason this Agreement is terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms.

(b) For a period of five years following the Closing Date, the Sellers shall not, and each Seller shall cause its Affiliates and shall direct its Representatives not to, divulge or convey to any third party, any Confidential Information; provided, that the Sellers or their respective Affiliates may furnish such portion (and only such portion) of the Confidential Information as a Seller or such Affiliate reasonably determines it is legally obligated to disclose if: (i) it receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena, civil investigative demand or order issued by a Governmental Authority; (ii) to the extent not inconsistent with such request, it notifies Parent of the existence, terms and circumstances surrounding such request and consults with Parent on the advisability of taking steps available under applicable Law to resist or narrow such request; and (iii) it exercises its commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information. For purposes of this Agreement, “Confidential Information” consists of all information and data relating to the Group Companies or the transactions contemplated hereby (other than (1) data or information that is or becomes available to the public other than as a result of a breach of this Section 5.5) (2) any information obtained following the Closing on a non-confidential basis from a third party or (3) any information independently developed without reference to Confidential Information.

(c) Notwithstanding anything herein to the contrary, following Closing, the Seller Representative shall be permitted to disclose information as required by Law or to advisors and representatives of the Seller Representative and to the Sellers, in each case who have a need to know such information, provided that such Persons are subject to confidentiality obligations with respect thereto.

Section 5.6 Reasonable Best Efforts; Further Assurances.

(a) Each of the parties shall use reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements as set forth on Schedule 5.6, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law as set forth on Schedule 5.6 of the Disclosure Letter and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing,

prior to the Closing, the Group Companies shall permit Parent to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement, the Merger or the other transactions contemplated hereby, and the Group Companies shall not settle or compromise any such claim, suit or cause of action without Parent’s written consent.

(b) Except as otherwise provided in Section 5.7, the Group Companies shall, and shall cause their respective Subsidiaries to, give promptly such notice to third parties and to use commercially reasonable efforts to obtain such third party consents if reasonably requested by Parent in writing. Parent shall cooperate with and assist the Group Companies in giving such notices and obtaining such consents and estoppel certificates; provided, however, that none of the parties shall have any obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that it in its sole discretion may deem adverse to the interests of Parent or any of the Group Companies.

(c) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Parent to agree or commit to take, and none of the Sellers or the Group Companies shall agree or commit to take, any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of Parent, any Group Company or any of their respective Affiliates or (ii) limit Parent’s freedom of action with respect to, or its ability to consolidate and control, the Group Companies or any of their assets or businesses or any of Parent’s or its Affiliates’ other assets or businesses.

Section 5.7 Client Consents.

(a) With respect to each Client, the Group Companies shall, in accordance with applicable Law and the applicable Investment Contracts and Fund Documents, use its reasonable best efforts to obtain, prior to the Closing, the necessary Client Consents to the “assignment” (as defined in the Advisers Act) of each Investment Contract (including, as applicable, with respect to Clients that are pooled investment vehicles, the consent of any applicable requisite percentage of the board of directors, advisory committee, investment committee, or investors therein). Within 10 days following the date of this Agreement, the Group Companies shall, after consultation with Parent, send a Consent notice:

(i) in the form of Exhibit H-1 to those Separately Managed Account Clients whose Investment Contracts require affirmative Consent to be assigned; and

(ii) in the form of Exhibit H-2-1 or Exhibit H-2-2, as applicable, modified as appropriate to reflect the applicable provisions of the Fund Documents for each Private Fund, to the investors in the Private Funds (including, as applicable, the consent of any applicable requisite percentage of the board of directors, advisory committee, investment committee, or investors therein).

(b) The parties agree that any consent required for the “assignment” (as defined under the Advisers Act) or continuation of any Investment Contracts with a Client shall be deemed given for all purposes under this Agreement:

(i) for each Client that is a Private Fund, upon receipt of the affirmative consent of a majority-in-interest of the investors in such Private Fund and all parallel and feeder funds (for the avoidance of doubt, calculated on an aggregate basis including the applicable Private Fund and all parallel and feeder funds), or such other form of approval as may be required under the applicable Organizational Documents of such Private Fund, as specified in Schedule 3.21(b) of the Disclosure Letter;

(ii) for each Client that is a Separately Managed Account Client, if written or other affirmative consent (“Affirmative Consent”) is expressly required under the respective Investment Contract, upon receipt of such Affirmative Consent in accordance with the terms of such Investment Contract;

(iii) if consent other than Affirmative Consent is permitted under applicable Law and the terms of the applicable Investment Contract (1) upon receipt of a written consent from the applicable Client, or (2) if no such written consent is received, if 45 days (or such longer period in the applicable Investment Contract) shall have passed since the sending of a written notice (a “Negative Consent Notice”) to such Client (which Negative Consent Notice may be included in the notice sent to such Client pursuant to Section 5.7(a) above) informing such Client (1) of the Group Companies’ intention to complete the transactions contemplated by this Agreement, which will result in an “assignment” (as defined in the Advisers Act) of such Client’s Investment Contract, (2) the intention of the Group Companies to continue to provide Investment Services pursuant to such Investment Contract with such Client after the Closing if such Client does not terminate such Investment Contract or affirmatively object to the “assignment” of such Contract prior to the Closing, and (3) that the consent of such Client will be deemed to have been granted if such Client continues to accept such Investment Services for a period of at least 45 days (or such longer period in the applicable Investment Contract) after the sending of the Negative Consent Notice without termination;

(iv) if the applicable Investment Contract terminates at Closing, the Client has (1) waived such termination in writing, or (2) entered into a new Investment Contract with the adviser that will not terminate at Closing with such terms and conditions that are the same in all material respects as the existing Investment Contract.

(v) Notwithstanding the foregoing clauses (i), (ii), (iii) or (iv) above, no Consent shall be deemed to have been given in respect of a Client for any purpose under this Agreement if, at any time prior to the Closing, such Client notifies a Group Company that such Client has not consented to the “assignment” of such Client’s Investment Contract or has terminated or intends to terminate such Investment Contract (and such notice has not been withdrawn or superseded).

(c) The Group Companies shall not amend, reduce, or otherwise adjust any fee rate set forth in any Investment Contract without Parent’s prior written consent or offer any other modification of an Investment Contract or other inducement that would, in any case, reduce the Closing Date Revenue Run Rate attributable to such Client or otherwise materially and adversely affect the economic value of such Client relationship or materially modify any other term, except as consented to or directed by Parent in writing.

(d) Parent shall be provided with reasonable opportunity prior to distribution to review and comment on all substantive consent materials to be distributed to any Client (with such comments to be considered by Sellers for inclusion in good faith and not to be unreasonably rejected).

(e) In connection with obtaining Consents under this Section 5.7, the Sellers shall keep Parent reasonably informed of the status thereof and the Sellers shall promptly advise Parent as promptly as practicable if any Client notifies any Group Company, any of the Sellers or any of their Affiliates has not so consented or has terminated, or intends to terminate, its Investment Contract, or intends to materially reduce its investment relationship with a Group Company.

(f) Prior to the Closing, if requested to do so by Parent, the Group Companies shall use their reasonable best efforts, in accordance with applicable Law and the applicable Investment Contracts and Organizational Documents, to obtain the Consents necessary to amend or obtain a waiver under the Investment Contracts of the Clients listed on Schedule 5.7(f) of the Disclosure Letter with respect to the matters set forth thereon. Parent shall, and shall cause its Affiliates to, cooperate with the Sellers and the Group Companies in seeking the Consents described in this Section 5.7(f). In connection with obtaining such Consents, the Group Companies shall provide to Parent for review and approval in advance of distribution the proposed forms of amendment, wavier or consent. The Group Company shall: (i) keep Parent reasonably informed of the status of obtaining such Consents (including any conditions requested and providing copies of correspondence relating to such requests), (ii) provide to Parent for review and comment in advance of distribution any other substantive notices or other substantive materials to be distributed by the Group Companies to Clients in order to obtain such Consents, and (iii) consider and use reasonable best efforts to incorporate any such comments prior to distribution.

Section 5.8 Tax Matters.

(a) Cooperation and Assistance. Each of the parties shall use commercially reasonable efforts to provide the other parties, at such parties’ sole cost and expense, with such cooperation and assistance as may be reasonably requested in connection with the preparation or review of any Tax Return or any Action relating to Taxes with respect to Pre-Closing Tax Periods. Such cooperation shall include the retention and (upon the other party’s request) the provision (with the right to make copies) of records and information reasonably relevant to any tax proceeding or audit, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. With respect to any Tax Returns of any Group Company that the Seller Representative is not responsible for preparation pursuant to this Agreement, Parent shall have the option to engage, or seek other assistance from, the historic Tax Return preparers for such Group Company (and Sellers shall use commercially reasonable efforts to facilitate any initial discussions between Parent and the Tax Return preparers) to the extent reasonably necessary to facilitate the filing of any such Tax Returns after the Closing Date. In connection with any Tax Returns required to be prepared by the Seller Representative pursuant to Section 5.8(b) and Section 5.8(c)(i), Parent shall, and shall cause the Group Companies and/or GA Surviving Entity and GBOS Surviving Entity to, use commercially reasonable efforts to facilitate the Seller Representative’s utilization of the Group

Companies’, GA Surviving Entity’s or GBOS Surviving Entity’s existing tax return preparation firm(s) (the “Tax Accounting Firm”), including (i) providing reasonable access to the Group Companies’, GA Surviving Entity’s and GBOS Surviving Entity’s books and records and accounting staff and (ii) taking such reasonable steps that are requested by the Seller Representative (at the Sellers’cost) as may be necessary to cause the Tax Accounting Firm to take direction from the Seller Representative; provided that, for the avoidance of doubt, Parent shall have no obligation to provide (or to provide access to) any Tax Return of Parent or of SSGLP.

(b) Pass-Through Tax Returns. The Seller Representative shall cause to be prepared, and the Group Companies shall cause to be filed, all Pass-Through Tax Returns for taxable periods that end on or before the Closing Date that are required to be filed after the Closing Date (giving effect to applicable extensions). All such Pass-Through Tax Returns shall be prepared in accordance with past practice except as otherwise required by applicable Law. The Seller Representative shall provide to Parent a draft of each such Pass-Through Tax Return (together with schedules, statements and supporting documentation) for its review and comment at least thirty (30) days prior to the due date of such Pass-Through Tax Return; provided, that in the case of any disputed items between Seller Representative and Parent that cannot be resolved after good faith efforts, the Seller Representative’s position shall prevail. The Sellers Representative will provide finalized copies of all such Tax Returns to Parent.

(i) The Seller Representative shall cause to be prepared, consistent with past practice except as otherwise required by applicable Law, all Tax Returns other than Pass-Through Tax Returns, for the Group Companies for taxable periods that end on or before the Closing Date that are required to be filed after the Closing Date (giving effect to applicable extensions) (“Seller Prepared Returns”). The Seller Representative shall provide to Parent a draft of each Seller Prepared Return (together with schedules, statements and supporting documentation) at least thirty (30) days prior to the due date of such Seller Prepared Return that is an income Tax Return and, at least five (5) days prior to the due date of any other Seller Prepared Return. Parent shall file or cause to be filed all Seller Prepared Returns as so prepared (subject to reasonable revisions by Parent). For the avoidance of doubt, the Seller Prepared Returns shall not include any Pass-Through Tax Returns or Parent Prepared Returns.

(ii) Parent shall prepare or cause to be prepared, consistent with past practice except as otherwise required by applicable Law, all Tax Returns, other than Pass-Through Tax Returns, for the Group Companies for all Straddle Periods that are required to be filed after the Closing Date on or before the Final Closing Statement becoming final and binding pursuant to Section 2.11 (giving effect to applicable extensions) (“Parent Prepared Returns”). Parent shall provide to Seller Representative a draft of each Parent Prepared Return (together with schedules, statements and supporting documentation) at least thirty (30) days prior to the due date of such Parent Prepared Return that is an income Tax Return and, at least ten (10) days prior to the due date of any other Parent Prepared Return (to the extent practicable). Parent shall accept all comments of the Seller Representative that it determines are reasonable. Parent shall file or cause to be filed all Parent Prepared Returns as so prepared. For the avoidance of doubt, the Parent Prepared Returns shall not include any Pass-Through Tax Returns or Seller Prepared Returns.

(d) Straddle Period. For any Straddle Period, Taxes shall be allocated to the portion of such period ending on the Closing Date in an amount equal to: (i) in the case of any gross receipts, business and occupation, income, payroll, employment or similar Taxes, the portion of such Taxes allocable to the portion of the Straddle Period ending on or before the Closing Date, as determined on the basis of the deemed closing of the books and records of the Group Companies at the end of the Closing Date (unless otherwise required by applicable Tax Law); and (ii) in the case of any Taxes other than those described in clause (i), the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the beginning of the Straddle Period through and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period. The tax year of each Subsidiary of the Group Companies that is a “controlled foreign corporation” within the meaning of Section 957 of the Code shall be assumed to end on the Closing Date and an interim closing of the books method shall be applied with respect thereto.

(e) Push Out Election. If the IRS makes any adjustment that would result in an “imputed underpayment” to either GALP or GBOS within the meaning of Section 6225 of the Code for a taxable period ending on or before the Closing Date, GALP or GBOS, as applicable, shall timely and properly make the election (to the extent available) to “push out” any adjustments to the GALP Partners or GBOS Members, as applicable, under Section 6226 and any corresponding state and local Law or otherwise take any permissible steps which may be necessary to cause the Sellers, and not Parent, bear in full the burden of any such adjustment, including any interest, penalties and additions to Tax.

(f) Transfer Taxes. All transfer, documentary, sales, use, stamp, recording, property, registration and similar Taxes and fees (including any penalties and interest) (“Transfer Taxes”) incurred in connection with the Pre-Closing Transfer (“Pre-Closing Transfer Taxes”) shall be borne 100% by the Sellers as a Transaction Expense and any other Transfer Taxes incurred in connection with the consummation of the transactions contemplated by this Agreement (other than the Pre-Closing Transfer) (“Other Transfer Taxes”) shall be borne 50% by the Sellers as a Transaction Expense, on the one hand, and 50% by Parent, on the other hand. The party customarily responsible under applicable Law shall timely file any Tax Return with respect to such Transfer Taxes and the non-filing party will cooperate in the preparation and execution of any such Tax Returns and other documentation. The parties hereto shall reasonably cooperate in connection with the filing of any such Tax Returns for Transfer Taxes including joining in the execution of such Tax Returns to the extent permissible and appropriate.

(g) S Corporation Matters. Notwithstanding anything to the contrary in this Section 5.8 and Section 5.2, in the event that any Governmental Authority reasonably determines before the Closing Date that the S corporation election of GA Inc. or GBOS Inc., and/or any Subsidiary’s QSub election, is invalid or has terminated on or before the Closing Date, other than in connection with the transactions hereunder, GA Inc. and GA Stockholders, in the case of GA Inc., and GBOS Inc. and GBOS Stockholders, in the case of GBOS Inc., shall use their best

efforts to obtain from the Internal Revenue Service a waiver of the invalidity or termination on the grounds of inadvertency under Section 1362(f) of the Code and applicable Treasury Regulations (and any equivalent relief from state and local taxing authorities) (such a waiver, the “S Corporation Status Relief Request”); provided, however, that, prior to approaching any Governmental Authority and/or filing any document or other request in connection with an S Corporation Status Relief Request, GA Inc., the GA Stockholders, GBOS Inc. or the GBOS Stockholders (as applicable) shall provide such S Corporation Status Relief Request to Parent for its review and consent (not to be unreasonably withheld, conditioned or delayed). Each of GA Inc., GA Stockholders, GBOS Inc. and GBOS Stockholders shall take such reasonable steps, and make such reasonable adjustments, as may be reasonably required by the Internal Revenue Service pursuant to Section 1362(f)(3) and (4) of the Code and applicable Treasury Regulations to receive the S Corporation Status Relief Request. GA Stockholders, in the case of GA Inc., and GBOS Stockholders, in the case of GBOS Inc., shall bear all reasonable expenses of procuring the S Corporation Status Relief Request, including the legal, accounting and tax costs of taking such steps, and of making such adjustments as may be required by the Governmental Authority.

(h) Tax Treatment.

(i) The parties hereto intend that (A) (i)(a) the GA Merger and the Newco 3 Merger and (b) GBOS Merger and the Newco 4 Merger, in each case, will constitute an integrated transaction described in Rev. Rul. 2001-46, 2001-2 C.B. 321 that qualifies as a “reorganization” under Section 368(a) of the Code (“Intended Merger Tax Treatment”) and (B) the Contribution and Exchange Transactions, taken together, be treated as a series of exchanges under Section 721(a) of the Code to the extent received in exchange for the Unit Consideration and as a sale under section 1001 of the Code to the extent received in exchange for Cash (collectively, the “Intended Tax Treatment”), and each shall use its reasonable best efforts to cause the Mergers and the Contribution and Exchange Transactions to qualify for the Intended Tax Treatment. The parties shall file all Tax Returns consistent with, and take no position inconsistent with, the Intended Tax Treatment unless required to do so by applicable Law. None of the parties shall take any action, cause any action to be taken, fail to take any action or fail to cause any action to be taken (including any action or failure to act otherwise permitted by this Agreement) that would prevent the Mergers and the Contribution and Exchange Transactions from qualifying for the Intended Tax Treatment.

(ii) Parent, its Subsidiaries, the Group Companies, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) with respect to each of the Mergers.

(iii) The parties acknowledge and agree that for purposes of determining the value of Parent Class A Common Stock to be received by stockholders of GA Inc. and GBOS Inc. pursuant to the transactions contemplated by this Agreement under Revenue Procedure 2018-12, 2018-6 IRB 349 (“Rev. Proc. 2018-12”), (A) the “Safe Harbor Valuation Method” within the meaning of Rev. Proc. 2018-12 will be the average of the Daily Volume Weighted Average Prices as described in Section

4.01(1) of Rev. Proc. 2018-12; (B) the “Measuring Period” within the meaning of Section 4.02 of Rev. Proc. 2018-12 will be the ten (10) consecutive trading days ending two trading days prior to the date of this Agreement; (C) the “national securities exchange” within the meaning of Section 3.01(4)(a)(ii) of Rev. Proc. 2018-12 will be the NYSE; and (D) the “authoritative reporting source” within the meaning of Section 3.01(4)(a)(ii) of Rev. Proc. 2018-12 will be Bloomberg Finance L.P. The parties further agree that the valuation of Parent Class A Common Stock by reference to the methodology described in this Section 5.8(h) is intended to qualify for the “Safe Harbor Valuation Method” within the meaning of Section 4.01(1) of Rev. Proc. 2018-12 and no party shall take any position for Tax purposes inconsistent therewith, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code.

Section 5.9 Employee Matters; Directors and Officers Insurance; Errors and Omissions Insurance.

(a) Parent shall cause the Group Companies to maintain offices in Owings Mills, Maryland on substantially the same basis maintained prior to the Closing Date, until the expiration of the Earnout Period.

(b) Group Company Employees that continue to be employed by the Group Companies after the Closing shall be eligible to participate in Parent’s Long-Term Incentive Plan and receive awards thereunder to the extent awards are granted by Parent’s board of directors thereunder. Any such awards shall be granted on terms and conditions that are substantially similar to similar awards granted to similarly situated employees of Parent. Nothing in this Section 5.9(b) shall be interpreted to obligate Parent or the board of directors of Parent to grant any awards under Parent’s Long-Term Incentive Plan and the board of directors of Parent shall retain sole discretion as to whether to grant any such awards after the Closing.

(c) For a period of six years from and after the Closing Date, Parent shall, and shall cause its Affiliates to, cause the Organizational Documents of the Group Companies (including their successors) to contain provisions no less favorable to the present and former directors and officers of any of the Group Companies (the “Company Indemnified Parties”) with respect to limitation of certain liabilities, exculpation, indemnification and advancement of expenses to directors or officers of the Group Companies than those that are set forth as of the date hereof in the Organizational Documents of the Group Companies, which provisions in each case shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of any of the Company Indemnified Parties.

(d) For a period of six years from the Closing Date, Parent shall either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and errors and omissions insurance maintained by the Group Companies or cause to be provided substitute policies or purchase or cause the Group Companies to purchase, a “tail policy,” (the “D&O Tail Policy” or the “E&O Tail Policy”, as applicable) in either case of at least the same coverage and amounts containing terms and conditions that are at least as favorable as the policy currently in effect with respect to actions and omissions occurring prior to the Closing Date; provided, however, that after the Closing, Parent shall not be required to pay with respect to such insurance policies in respect of any one policy year annual premiums in excess of 300% of the current annual premium paid by the Group Companies in respect of the coverage required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount; provided, further, that if the Group Companies purchase a D&O Tail Policy or an E&O Tail Policy and the coverage thereunder costs more than 300% of the current annual premium for such policies, the Group Companies shall purchase the maximum amount of coverage that can be obtained for 300% of the current annual premium. The fees, costs and expenses incurred in connection with such “tail policy” shall be paid by the Group Companies and shall be deemed a Transaction Expense.

(e) During the Continuation Period, Parent shall provide or cause to be provided to each employee of the Group Companies who is employed immediately prior to the Closing and who continues in employment following the Closing with Parent or one of its Affiliates (each, a “Continuing Employee”), for so long as the Continuing Employee remains employed by Parent and its Affiliates, with (i) a total target cash compensation that is in each case no lower than the total target cash compensation provided to such Continuing Employee as of immediately prior to the Closing Date and (ii) benefits and other compensation at a level provided to similarly situated employees at Parent; provided, that each Continuing Employee will receive employer contributions under the Greenspring Associates Retirement Plan or a different tax-qualified defined contribution retirement plan maintained by Parent or one of its Affiliates with respect to the entire 2021 calendar year that are no less favorable than those employer contributions provided under the Greenspring Associates Retirement Plan. For purposes of this Agreement, the “Continuation Period” means the period beginning on the Closing Date and ending on the first anniversary of the Closing Date.

(f) For all purposes under Parent’s and its Affiliates’ plans and programs providing employee benefits to Continuing Employees after the Closing Date and, for purposes of any employee benefit plan or program that Parent adopts with respect to the Continuing Employees on or after the Closing Date (collectively, the “Parent Benefit Plans”), Parent shall give, or cause to be given, to each Continuing Employee, full credit for all purposes (including for purposes of eligibility to participate or receive benefits, vesting, benefit accrual, level of benefits and early retirement subsidies and including for purposes of any severance, vacation/paid time off, layoff and similar benefits and for any purposes as may be required under applicable Law but excluding for purposes of any incentive, equity or equity-based compensation) for his or her years of service with the applicable Group Company (and its predecessors) prior to the Closing Date to the same extent as such Continuing Employee was (or would have been) entitled, before the Closing Date, to credit for such service under the corresponding Plan, other than for benefit accrual purposes under any defined benefit pension plan (other than under the Defined Benefit Plan). In addition, Parent shall use commercially reasonable efforts to cause (i) to the extent eligible, each Continuing Employee to be immediately able to participate, without any waiting time, in any and all Parent Benefit Plans; (ii) all pre-existing condition exclusions and actively-at-work requirements of such Parent Benefit Plan to be waived for such Continuing Employee and his or her covered dependents (except to the extent that such exclusions or requirements applied to the Continuing Employee under comparable Plans); and (iii) any co-payments, deductibles and other eligible expenses incurred by such Continuing Employee and/or his or her covered dependents during the plan year ending on the Closing Date to be credited for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year of each comparable Parent Benefit Plan (to the extent such credit would have been given under comparable Plans prior to the Closing).

(g) After the date of this Agreement and prior to the Closing, if a current employee of vice president level or above or officer of any of the Group Companies terminates his or her employment relationship with the Group Companies, the Group Companies shall provide reasonably prompt notice of such termination to Parent.

Section 5.10 Public Announcements. No press release or public announcement related to this Agreement or the transactions contemplated herein, or, prior to the Closing, any other announcement or communication to the employees, Clients, suppliers or other business relations of the Group Companies regarding the transactions contemplated herein, shall be issued or made without the joint approval of (i) Parent and (ii) prior to the Closing, GA Inc. or after the Closing, the Seller Representative, unless (A) required by Law (including, for the avoidance of doubt, the applicable rules and requirements of the Nasdaq Global Select Market, the SEC and Antitrust Laws) or (B) such disclosure contains only information previously disclosed publicly by the parties. Notwithstanding the foregoing, the restrictions set forth in this Section 5.10 shall not restrict any party from taking any actions required or permitted by Section 5.7 and shall cease to apply to Parent, its Affiliates or the Group Companies upon and after the Closing (except that Parent shall not disclose the allocation of the Merger Consideration to specific Sellers unless (A) required by Law (including, for the avoidance of doubt, the applicable rules and requirements of the Nasdaq Global Select Market, the SEC and Antitrust Laws) or (B) such disclosure contains only information previously disclosed publicly by the parties). Notwithstanding anything herein to the contrary, following Closing and the public announcement of the Mergers, the Seller Representative shall be permitted to announce that it has been engaged to serve as the Seller Representative in connection herewith as long as such announcement does not disclose any of the other terms hereof.

Section 5.11 Seller Release. Effective as of the Closing, each Seller, on its own behalf and on behalf of such Seller’s past, present and future equity holders, partners, members, Affiliates, employees, directors, officers and managers and their respective successors and assigns claiming by or through such Seller, hereby absolutely, unconditionally and irrevocably releases and forever discharges the Group Companies, Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 and the Parent Related Parties, from any and all claims (including any derivative claim on behalf of any Person), Actions, causes of action, suits, arbitrations, proceedings, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, fees, expenses, judgments, executions, indemnification rights, claims and demands arising out of, relating to, against or in any way connected with any Group Company, in respect of (1) any and all agreements, liabilities or obligations entered into or incurred on or prior to the Closing Date, (2) any payments made in accordance with the Consideration Allocation Schedule (or any inaccuracies or errors set forth in the Consideration Allocation Schedule), including any claim that a Seller has not received the same type of class of Merger Consideration as any other Seller, or its pro rata share of the

Merger Consideration, or (3) in respect of its ownership of the GA Shares, GBOS Shares, GALP Interests or GBOS Units; provided, that the foregoing release does not extend to, include or restrict or limit in any way, and the Sellers hereby reserve their rights, if any, to pursue any and all claims, actions or rights that they may now or in future have solely on account of their rights (a) under this Agreement or any other documents entered into in connection herewith, (b) under any applicable liability insurance policy covering the directors, officers and/or similar functionaries of the Group Companies or any Seller in respect of any right to indemnification or advancement of expenses pursuant to any of the Organizational Documents of the Group Companies or the Sellers, (c) under the Group Companies’ currently-existing written employee benefit plans, health insurance plans and retirement plans, (d) with respect to any claims for unpaid salary, benefits and reimbursements of expenses for services actually provided during the most recent pay period prior to the Closing or (e) under any claim that may not be waived as a matter of Law.

Section 5.12 Non-Compete; Non-Solicitation; Non-Disparagement.

(a) For a period of one year following the end of the Earnout Period, other than as set forth on Schedule 5.12(a) of the Disclosure Letter, each Seller shall not, and shall cause its Affiliates not to, directly or indirectly through any Person or contractual arrangement:

(i) engage in any business that provides products or services of the kind provided by the Group Companies or Parent as of the Closing Date (the “Business”), or perform management, executive, advisory or supervisory functions with respect to, own, operate, join, control, render financial assistance to, receive any economic benefit from, exert any influence upon, participate in, render services or advice to, or allow any of its officers or employees to be connected as an officer, employee, partner, member, stockholder, consultant or otherwise with, any business or Person that competes in whole or in material part with the Business; provided, that the foregoing shall not prohibit or restrict a Seller from (1) engaging in investment activities through such Person’s family office and/or personal investment vehicle subject to compliance with Parent’s internal allocation, conflicts of interest and other policies or (2) being employed by any Person that generates (collectively with its Affiliates) less than twenty-five (25%) of its consolidated revenue from the Business, but only to the extent such Seller does not allocate any of its professional time or job duties to any division, group or activities of such Person that are engaged in the Business and otherwise complies with the provisions of this Section 5.12 and any other agreement between such Seller and Parent or its Affiliates;

(ii) solicit, recruit or hire any person who at any time on or after the date of this Agreement is a Group Company Employee or a Parent Employee; provided, that the foregoing shall not prohibit a general solicitation to the public of general advertising or similar methods of solicitation by search firms not specifically directed at Group Company Employees or Parent Employees;

(iii) solicit any Person that is a Client, a Parent Client or a limited partner of or investor in any Private Fund or Parent Client for the purpose (which need not be the sole or primary purpose) of providing any Investment Services to any such Person;

(iv) perform any Investment Services for any Person that is a Client, a Parent Client or a limited partner of or investor in any Private Fund or Parent Client; or

(v) disparage Parent or any of its Affiliates (including any Group Company) in any way that would reasonably be expected to adversely affect the goodwill, reputation or business relationships of Parent or any of its Affiliates (including any Group Company) with the public generally, or with any of their clients, suppliers or employees.

(b) Each Seller acknowledges that the covenants of such Seller set forth in this Section 5.12 are an essential element of this Agreement and that any breach by such Seller of any provision of this Section 5.12 will result in irreparable injury to Parent. Parent acknowledges that in the event of such a breach, in addition to all other remedies available at law, Parent shall be entitled to equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits or other benefits arising therefrom, as well as such other damages as may be appropriate. Each Seller has independently consulted with its counsel and after such consultation agrees that the covenants set forth in this Section 5.12 are reasonable and proper to protect the legitimate interest of Parent.

(c) If a court of competent jurisdiction determines that the character, duration or geographical scope of the provisions of this Section 5.12 are unreasonable, it is the intention and the agreement of the parties that these provisions shall be construed by the court in such a manner as to impose only those restrictions on the Sellers’ conduct that are reasonable in light of the circumstances and as are necessary to assure to Parent the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants of this Section 5.12 because taken together they are more extensive than necessary to assure to Parent the intended benefits of this Agreement, it is expressly understood and agreed by the parties that the provisions hereof that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding, shall be deemed eliminated, for the purposes of such proceeding, from this Agreement.

Section 5.13 Financing.

(a) Parent shall use its commercially reasonable efforts to arrange the Financing on the terms and conditions described in the Financing Commitments (including any flex provisions applicable thereto), including using commercially reasonable efforts to (A) satisfy on a timely basis (taking into account the expected timing of the Marketing Period) all conditions applicable to Parent in the Financing Commitments that are within its control (or obtain the waiver of conditions applicable to Parent contained in the Financing Commitments) and (B) maintain in full force and effect the Financing Commitments in accordance with the terms thereof.

(b) Parent shall give the Group Companies prompt notice (i) of the occurrence of any actual or threatened material breach by any party to the Financing Commitments of which becomes known by the senior management of Parent, (ii) of any termination of the Financing Commitments, (iii) of all or any material portion of the Financing becoming unavailable for any reason, (iv) of the receipt of any written notice or other written communication from any Financing Source Party with respect to any material dispute or disagreement between or among any parties to any Financing Commitments or the definitive agreements relating to the obligation to fund the Financing or (v) if Parent believes in good faith that it will not be able to obtain Financing in the manner contemplated by the Financing Commitments.

(c) Prior to the Closing, Parent shall not agree to any amendment, supplement, waiver or other modification of any provision under the Financing Commitments without the prior written consent of GA Inc. if such amendment, supplement, waiver or modification would (i) reduce the aggregate amount of the Financing, when taken together with the cash and cash equivalents of the Group Companies, to less than the amount required to fund the Closing Date Cash Consideration, (ii) impose new or additional conditions or expand any of the conditions to the receipt of the Financing or (iii) materially and adversely affect the ability of Parent to enforce its rights against the other parties to the Financing Commitments. For the avoidance of doubt, Parent may modify, amend or supplement the Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents, documentation agents or entities in similar roles without modifying any other terms of the Financing Commitments. Upon any material amendment, supplement, waiver or other modification of the Financing Commitments, Parent shall promptly deliver a copy thereof to GA Inc.

(d) In the event that all or any material portion of the Financing becomes unavailable on the terms and conditions (including any market flex provisions applicable thereto but excluding any mandatory commitment reductions specified in the Financing Commitments) described in or contemplated by the Financing Commitments for any reason, Parent shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to arrange to obtain alternative financing in an amount (together with all other sources of cash that will be available to Parent on the Closing Date) sufficient to fund the Closing Date Cash Consideration, which would not contain conditions that are materially less beneficial to Parent, would not involve any conditions to funding the Financing of the type that are not contained in the Financing Commitments and would not reasonably be expected to prevent, impede or materially delay the consummation of the Financing or the transactions contemplated by this Agreement, in each case, as reasonably determined by Parent; provided that Parent shall not be required to pay any fees or expenses or incur any costs materially in excess of those contemplated by the Financing Commitments as in effect on the date hereof, in each case, as reasonably determined by Parent.

(e) Other than for purposes of Section 4.7, references herein to “Financing Commitments” shall include any commitment with respect to any alternative financing and include and mean such documents as amended, modified, supplemented or waived in compliance with this Section 5.13, and references to “Financing” shall include and mean the financing contemplated by such Financing Commitments, as amended, modified, supplemented or waived in compliance with this Section 5.13, as applicable.

Section 5.14 Financing Cooperation.

(a) The Sellers and the Group Companies shall, and shall cause their respective officers, directors, principals and employees to use their respective reasonable best efforts to:

(i) furnish to Parent and the Financing Sources, as promptly as reasonably practicable with financial and other pertinent information regarding the Sellers and the Group Companies as may be reasonably requested by Parent, including: (A) the Required Information, (B) the Offering Information and (C) all other financial data regarding the Group Companies required to permit Parent to prepare customary pro forma financial statements meeting the requirements of Article 11 of Regulation S-X under the Securities Act and, in the case of clauses (B) and (C), meeting the requirements of Rule 3-05 of Regulation S-X under the Securities Act, and, following the request of Parent, all other financial and other information regarding the Group Companies as is customarily required in connection with any Offering (as defined below);

(ii) deliver at least three Business Days prior to the Closing Date, all documentation and other information requested by Parent in writing to GA Inc. at least 10 Business Days prior to the Closing Date that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”);

(iii) as promptly as reasonably practicable, inform Parent if any of the Sellers or Group Companies have knowledge of any facts, errors or omissions that could be expected to (x) require the restatement of any financial statements comprising a portion of the Required Information or Offering Information in order for such financial statements to comply with GAAP, (y) result in any of the Required Information or Offering Information containing any untrue statement of a material fact or omitting to state any material fact regarding the Group Companies or Greenspring Associates, LLC, as applicable, necessary in order to make such financial information, in light of the circumstances under which the statements contained in the financial information are made, not misleading or (z) result in any of the Required Information or Offering Information not being compliant in all material respects with all applicable requirements of Regulation S-X and Regulation S-K under the Securities Act for a registered public offering of equity or debt securities; and in each case provide appropriate updates to the Required Information or Offering Information such that no such restatement will be required, no such untrue statement of a material fact or omission to state a material fact will exist, and no such noncompliance will exist; and

(iv) as promptly as reasonably practicable, inform Parent if the auditors providing an audit opinion with respect to any of the financial statements contained in the Required Information or Offering Information shall have withdrawn such audit opinion.

(b) In addition, the Sellers and the Group Companies shall provide, and cause their respective officers, directors, principals and employees to provide, and use commercially reasonable efforts to cause their third-party Representatives to provide, at Parent’s sole cost and expense, to Parent all cooperation reasonably requested by Parent and/or the Financing Sources that is necessary, proper or advisable in connection with the arrangement of financing of Parent (including the Financing and/or other debt or equity offerings) in connection with the transactions contemplated hereby (each, an “Offering”) (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Group Companies), including using reasonable best efforts to do the following:

(i) comment on and assist with the preparation of (and, to the extent reasonably requested by the Parent and reasonably available to the Sellers and the Group Companies, providing information and materials to be used in the preparation of) customary offering documents (including prospectuses and prospectus supplements) for the Offerings, customary rating agency presentations, information memoranda, lender presentations, road show presentations and other customary marketing materials (and the Sellers hereby consent to the use of their and the Group Companies’ logos in connection therewith);

(ii) execute and deliver (or obtain from its advisors), customary certificates, authorization letters included in any information memorandum used in connection with the marketing of any financing, independent accounting firm consent and comfort letters and other similar items reasonably requested by the Parent, including, in any case, the consent of the independent accountants of the Group Companies to the inclusion of their audit reports with respect to the financial statements furnished pursuant to Section 5.14(b) and the applicable audited annual financial statements of the Group Companies in any registration statement of the Parent filed with the SEC, if any, relating to any Offering and causing such independent accountants to (A) provide customary comfort letters (including “negative assurance” comfort and change period comfort, if appropriate) in connection with any Offering to the applicable underwriters, initial purchasers or placement agents and (B) participate in customary accounting due diligence calls with any such underwriters, initial purchasers or placement agents;

(iii) cooperate reasonably with the due diligence of the Financing Sources or any underwriters of any Offering to the extent customary and reasonable and to the extent not unreasonably interfering with the ongoing operations of the Group Companies;

(iv) assist reasonably in preparation for and participation in marketing efforts (including lender meetings and calls), presentations, road shows, due diligence sessions (including accounting due diligence sessions) and sessions with rating agencies;

(v) facilitate the pledge of collateral to the Financing Sources;

(vi) cooperate with Parent’s legal counsel in connection with preparation of perfection certificates, disclosure schedules, closing certificates and legal opinions; and

(vii) permit the reasonable use of the logos of the Group Companies in connection with the marketing any financing obtained by the Parent.

Section 5.15 Indemnification.

(a) From and after the Closing, and subject to the limitations in this Section 5.15, each of the GA Stockholders and the GBOS Stockholders, severally and not jointly, in proportion to their respective pro rata ownership percentages of each of GBOS Inc. and GA Inc., shall indemnify Parent and its Affiliates (including, for the avoidance of doubt, the Group Companies) and their respective successors and assigns (collectively, the “Parent Indemnified Parties”) against and hold them harmless from any and all actual damages, losses, charges, liabilities, demands, claims, Actions, costs, expenses, causes of actions, awards, Taxes, judgments, settlements, penalties and fines suffered or incurred by the Parent Indemnified Parties (collectively “Losses”) in connection with or resulting from the matters set forth on Schedule 5.15(a) of the Disclosure Letter.

(b) From and after the Closing, and subject to the limitations in this Section 5.15, each of the Sellers, severally and not jointly, in proportion to their respective Allocated Shares, shall indemnify the Parent Indemnified Parties (including, for the avoidance of doubt, the Group Companies) and their respective successors and assigns against and hold them harmless from any and all Losses suffered or incurred by the Parent Indemnified Parties in connection with or resulting from the matters set forth on Schedule 5.15(b)(i) or Schedule 5.15(b)(ii) of the Disclosure Letter.

(c) The Parent Indemnified Parties expressly reserve the right to seek indemnity or other remedy pursuant to Section 5.15(a) and Section 5.15(b), notwithstanding any investigation by, disclosure to, knowledge or imputed knowledge of Parent, its Affiliates or any of their Representatives in respect of any fact or circumstance that reveals the occurrence of any such breach, whether before or after the execution and delivery hereof.

(d) The Parent Indemnified Parties shall be required to bring a claim for indemnification pursuant to Section 5.15(a) no later than 90 days after the expiration of the statute of limitations applicable to any of the above described Losses. The Parent Indemnified Parties shall be required to bring any claim for indemnification pursuant to Section 5.15(b): (x) with respect to the matters set forth on Schedule 5.15(b)(i) of the Disclosure Letter, no later than three (3) years after the full and final resolution of the of the matters set forth on Schedule 5.15(b)(i) of the Disclosure Letter; and (y) with respect to the matters set forth on Schedule 5.15(b)(ii) of the Disclosure Letter, no later than 90 days after the expiration of the statute of limitations applicable to the underlying claim or Action giving rise to such Losses. None of the Sellers shall have any liability for indemnification under this Section 5.15 unless notice of an actual or threatened claim by a Governmental Authority is given to the Seller Representative prior to the expiration of the period set forth in the preceding sentence for the indemnification obligations of the GBOS Stockholders, the GA Stockholders or the other Sellers under this Section 5.15 (as set forth in the first sentence hereto) in which case the GBOS Stockholders’, the GA Stockholders’ or the other Sellers’ indemnification obligations under this Section 5.15 shall survive as to such Tax claim or other applicable Action has been finally resolved, without the requirement of commencing any Action in order to extend such survival period or preserve such claim.

(e) With respect to the matters set forth on Schedule 5.15(a) of the Disclosure Letter only, the Seller Representative shall control, at the Sellers’ expense, the defense of any Action or Tax claim for which the Parent Indemnified Parties may be indemnified pursuant to Section 5.15(a); provided, that (i) Parent shall have the right, at its expense, to reasonably participate in any such Action or Tax claim, (ii) the Seller Representative shall keep Parent reasonably informed of each stage of such Action or Tax claim, and (iii) the Seller Representative shall not pay, settle, compromise, discharge, litigate or otherwise dispose of any

item subject to such Action or Tax claim without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. Parent, at its own cost and expense, may control and contest any such Tax claim or Action that the Seller Representative would otherwise have the right to control under this Section 5.15(e), if the Seller Representative declines or fails to assume the defense and control of such Tax claim or Action in accordance with this Section 5.15(e); provided, that if Parent exercises its right to control any Tax claim or Action, Parent shall keep the Seller Representative reasonably informed of each stage of such claim or Action and Parent shall not pay, settle, compromise, discharge, litigate or otherwise dispose of any item subject to such Tax claim without obtaining the prior written consent of the Seller Representative, which consent shall not be unreasonably withheld, conditioned or delayed.

(f) With respect to the matters set forth on Schedule 5.15(b)(i) of Schedule 5.15(b)(ii) of the Disclosure Letter, only Parent and its Affiliates shall control the defense of any Action or claim for Losses for which Parent or its Affiliates or their respective successors and assigns may be indemnified pursuant to this Section 5.15(b).

(g) Parent may, at its option, offset any Losses for which the Parent Indemnified Parties are entitled to be indemnified pursuant to Section 5.15(a) or Section 5.15(b) against (i) any Earnout Payment that becomes payable to any former GA Stockholder, GBOS Stockholder or any Seller pursuant to the Earnout Addendum or (ii) any amount owed by Parent, any Group Company or any of their respective Affiliates to any former GA Stockholder, GBOS Stockholder or any Seller after the Closing Date (whether in respect of a distribution of carried interest to such Seller, a distribution to such Seller as a limited partner or member of any Group Company (including a payment treated as a guaranteed payment for U.S. federal income tax purposes), or payment of regular employee compensation to such Seller). In furtherance of the foregoing, from and after the Closing, the Sellers and the Group Companies shall, at the direction of Parent, cause any distribution of carried interest or any other distribution to a GA Stockholder, a GBOS Stockholder or any Seller in its capacity as a partner or member of any Group Company or Private Fund, to be withheld and paid over to an account designated by Parent in order to offset Losses of the Parent Indemnified Parties in accordance with this Section 5.15(g), and any such withheld amount shall be treated as having been distributed in accordance with the applicable Organizational Document and Fund Documents of the Group Companies. From and after the Closing, the Sellers and the Group Companies shall, at the direction of Parent, cause the applicable Organizational Documents of the Group Companies to be amended or modified so as to effect the intents and purposes of this Section 5.15(g). For the avoidance of doubt, the withholding rights of Parent, the GA Surviving Entity, the GBOS Surviving Entity and the Escrow Agent under Section 2.13 shall apply to any amounts treated as having been distributed under this Section 5.15(g).

Section 5.16 Defined Benefit Plan. Prior to the Closing, GA Inc. shall (i) cause each participant in the Greenspring Associates Defined Benefit Plan (the “Defined Benefit Plan”) to become fully vested in the participant’s benefits under the plan, (ii) make such additional contributions as may be necessary to fully fund the Defined Benefit Plan, on a plan termination basis under applicable PBGC regulations, and (iii) adopt a resolution to terminate the Defined Benefit Plan effective as of the day immediately preceding the Closing Date or such later date as may be necessary to satisfy any PBGC, IRS or other notice or filing required or advisable under applicable Law. GA Inc. shall provide Parent with evidence reasonably satisfactory to Parent that the Defined Benefit Plan has been terminated pursuant to resolution of GA Inc.’s Board of Directors at least two (2) business days prior to the Closing Date; provided, that prior to terminating the Defined Benefit Plan, GA Inc. shall provide Parent with the form and substance of any applicable resolutions for review (and GA Inc. shall consider any of Parent’s comments in good faith). In connection with the termination of the Defined Benefit Plan, (i) the participants in the Defined Benefit Plan shall be provided distributions of plan benefits (including in a lump sum form) in accordance with, and subject to, the provisions of the Defined Benefit Plan and applicable Law, (ii) neither Parent nor any of its Affiliates shall take any action to unwind the termination of the Defined Benefit Plan without the consent of all of the participants, and (iii) Parent shall cooperate in good faith with the participants to allow the rollover of any eligible rollover distributions into a participant’s individual retirement account if the participant so elects.

Section 5.17 Pre-Closing Transfer of Entities. Immediately prior to the Closing, the owners of each Directly Held Entity shall transfer, assign and convey all of the Equity Securities in each of the Directly Held Entities to Greenspring Associates, LLC, free and clear of any Encumbrances (the “Pre-Closing Transfer”). Without limiting the foregoing, the applicable Sellers shall (i) keep Parent reasonably informed with respect to the Pre-Closing Transfer, (ii) provide Parent with drafts of the documentation to be entered into in connection with the Pre-Closing Transfer for Parent’s review and comment, and (iii) not amend, modify or change the Pre-Closing Transfer in any material respect without the consent of Parent.

Section 5.18 Transaction Expense Invoices. The Group Companies shall use their commercially reasonable efforts to deliver to Parent, reasonably satisfactory documentation setting forth an itemized list of all, and amounts of all, Transaction Expenses, including the identity of each payee, dollar amounts owed, wire transfer instructions and any other information necessary to effect the final payment in full thereof, and copies of final invoices from each such payee.

Section 5.19 Subsequent Client Commitments. The Base Date Revenue Run Rate and Total Revenue Run Rate shall be adjusted for any closings on capital commitments (but excluding any catch-up fees) with respect to a Client (after the execution of this Agreement and prior to the Closing) with the prior consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned).

ARTICLE VI

CONDITIONS TO CLOSING

Section 6.1 General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

(a) No Injunction or Prohibition. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise prohibits the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements.

(b) HSR Act. Any waiting period (and any extension thereof) under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or shall have been terminated.

(c) Approval of GA and GBOS Stockholders. The Mergers shall have been approved by delivery of the GA Stockholder Consent and Agreement and the GBOS Stockholder Consent and Agreement, respectively, in accordance with Section 5.1.

(d) Listing. The shares of Parent Class A Common Stock issuable as Stock Consideration to the GBOS Stockholders and the GA Stockholders and the shares of Parent Class A Common Stock underlying the Unit Consideration issuable to the GALP Partners and the GBOS Members, in each case as provided for in Article II, shall have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance.

Section 6.2 Conditions to Obligations of the Sellers and the Group Companies. The obligations of the Sellers, GA Inc. and GBOS Inc. to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by GA Inc., in its sole discretion:

(a) Representations, Warranties and Covenants. The representations and warranties of Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 contained in this Agreement or Parent Closing Certificate shall be true and correct (without giving effect to any limitations or qualifications as to “materiality” or “Material Adverse Effect” set forth therein) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where any failure of such representations and warranties to be so true and correct would not reasonably be expected to materially delay or materially restrict, or prohibit, Parent’s, SSGLP’s, NewCo 1’s, NewCo 2’s, NewCo 3’s or NewCo 4’s ability to consummate the transactions contemplated hereby. The representations and warranties of Parent and SSGLP set forth in Section 4.5 and Section 4.6(b) shall be true and correct as of the date hereof and as of the Closing Date as though made as of such time.

(b) Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants required by this Agreement or any Ancillary Agreement to be performed or complied with by them in all material respects prior to or at the Closing.

(d) GA Inc. shall have received from Parent a certificate (the “Parent Closing Certificate”) to the effect set forth in Section 6.2(a), Section 6.2(b) and Section 6.2(c), signed by a duly authorized officer of Parent.

(e) Parent shall have delivered each of the documents and complied with each of the covenants set forth in Section 2.9(a).

(f) The Closing Date Client Consent Percentage shall be greater than 75%.

Section 6.3 Conditions to Obligations of Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4. The obligations of Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Parent in its sole discretion:

(a) Representations, Warranties and Covenants. The Fundamental Representations of GA Inc., GBOS Inc. and the Sellers contained in this Agreement shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true

and correct as of such specified date. The representations and warranties, other than the Fundamental Representations, of GA Inc., GBOS Inc. and the Sellers contained in this Agreement or the Group Company Closing Certificate shall be true and correct (without giving effect to any limitations or qualifications as to “materiality” or “Material Adverse Effect” set forth therein) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, in each case, except where any failure of such representations and warranties to be so true and correct would not reasonably be expected to have a Material Adverse Effect. The representation and warranty of GA Inc., GBOS Inc., and the Sellers set forth in Section 3.7(b) shall be true and correct as of the date hereof and as of the Closing Date as though made as of such time.

(b) Each of GA Inc., GBOS Inc. and the Sellers shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants required by this Agreement or any Ancillary Agreement to be performed or complied with by it in all material respects prior to or at the Closing.

(d) Parent shall have received from the Sellers a certificate (the “Group Company Closing Certificate”) to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer of each of GA Inc., GBOS Inc., GALP and GBOS.

(e) The Seller Representative, GA Inc., GBOS Inc. and the Sellers, to the extent applicable, shall have delivered each of the documents set forth in Section 2.9(b) and GA Inc., GBOS Inc., and the Sellers, to the extent applicable, shall have complied with each of the covenants set forth in Section 2.9(b).

(f) The Closing Date Client Consent Percentage shall be greater than 85%.

(g) No event, change, circumstance, occurrence, effect, result or state of facts has occurred since the date of this Agreement that causes or gives rise to any “Key Person Notice” (or similarly defined event relating to the departure or decrease in time and attention of one or more employees of the Group Companies) being required under any Fund Documents.

(h) The Pre-Closing Transfer shall have occurred in accordance with the terms of Section 5.17.

ARTICLE VII

TERMINATION

Section 7.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written consent of Parent and GA Inc.;

(b) by Parent, if GA Inc. or GBOS Inc. fails to deliver the GA Stockholder Consent and Agreement or the GBOS Stockholder Consent and Agreement, as applicable, to Parent as described in Section 5.1 within six hours after the execution of this Agreement;

(c) by GA Inc., if the Group Companies are not then in material breach of their obligations under this Agreement and Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 or NewCo 4 breaches or fails to perform in any respect any of its representations, warranties or covenants contained in this Agreement and such breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 6.2, (ii) cannot be or has not been cured within 30 days following delivery of written notice of such breach or failure to perform and (iii) has not been waived by GA Inc.;

(d) by Parent, if Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 are not then in material breach of their obligations under this Agreement and a Group Company breaches or fails to perform in any respect any of its representations, warranties or covenants contained in this Agreement and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.3, (B) cannot be or has not been cured within 30 days following delivery of written notice of such breach or failure to perform and (C) has not been waived by Parent;

(e) by either GA Inc. or Parent if the Mergers shall not have been consummated by January 31, 2022 (the “Termination Date”); provided, that the right to terminate this Agreement under this Section 7.1(e) shall not be available if the failure of the party so requesting termination to fulfill any obligation under this Agreement shall have been the primary cause of, or shall have primarily resulted in, the failure of the Merger to be consummated on or prior to the Termination Date; or

(f) by GA Inc. if (i) all of the conditions to Closing set forth in Sections 6.1 and 6.3 were satisfied or waived by Parent in writing as of the date the Closing should have been consummated pursuant to the terms of this Agreement (other than those conditions that by their terms are to be satisfied at the Closing, each of which would be satisfied or duly waived by Parent if the Closing Date were the date that the notice of termination of this Agreement is delivered by GA Inc. to Parent), (ii) Parent does not consummate the transactions contemplated by this Agreement on the day the Closing is required to occur pursuant to Section 2.2, (iii) GA Inc. has irrevocably confirmed to Parent in writing at least three (3) Business Days prior to seeking to terminate this Agreement pursuant to this Section 7.1(f) that (A) all of the conditions to the Sellers’ and the Group Companies’ obligations to consummate the Closing have been fully satisfied or duly waived (other than those conditions that by their terms are to be satisfied at the Closing and could have been satisfied or would have been duly waived assuming a Closing would occur) and (B) the Group Companies are ready, willing and able to cause the Closing to occur on the date of such written notice and throughout the immediately subsequent three (3) Business Day period and (iv) Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 fail to complete the Closing within three (3) Business Days after the delivery of the confirmation by GA Inc. required by the foregoing clause (iii) above.

Section 7.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party except (a) for the provisions of Section 3.22 and Section 4.8 relating to broker’s fees and finder’s fees, Section 5.5 relating to confidentiality, Section 5.10 relating to public announcements, Section 7.3 relating to the Reverse Termination Fee, Section 8.2 relating to fees and expenses, Section 8.6 relating to notices, Section 8.9 relating to third-party beneficiaries, Section 8.10 relating to governing law, Section 8.11 relating to submission to jurisdiction and this Section 7.2 and (b) no such termination shall relieve any Group Company or, subject to Section 7.3, Parent from any liability or damages arising out of a willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or knowing and intentional fraud, in which case the non-breaching party shall be entitled to all rights and remedies available at law or in equity. For the avoidance of doubt, in the event of termination of this Agreement, the Financing Source Parties will have no liability to the Sellers or the Group Companies, any of their respective Affiliates or any of its or their direct or indirect equityholders hereunder or under the Financing Commitments or otherwise relating to or arising out of the transactions contemplated by such agreements (including for any willful and material breach); provided, that the foregoing shall not preclude any liability of the Financing Source Parties to Parent under the terms of the Financing Commitments (and the related fee letters) or the Financing.

Section 7.3 Reverse Termination Fee; Limitation on Liability.

(a) In the event that this Agreement is terminated by GA Inc. pursuant to Section 7.1(c) or Section 7.1(f), Parent shall pay to GA Inc. (for distribution to the Group Companies) a fee equal to $36,250,000 (the “Reverse Termination Fee”). Payment of the Reverse Termination Fee shall be made as promptly as reasonably practicable after the valid termination of this Agreement pursuant to Section 7.1(c) or Section 7.1(f) (and, in any event, within five (5) Business Days thereof) by wire transfer of same-day funds to the account designated by GA Inc. to Parent in writing. The parties hereto acknowledge and agree that in no event shall Parent be required to pay the Reverse Termination Fee on more than one occasion, whether or not the Reverse Termination Fee may be payable under more than one provision of this Agreement at the same or at different times or for the occurrence of different events.

(b) Each of the parties hereto acknowledges and agrees that (i) the agreements contained in Section 7.3 are an integral part of this Agreement and the transactions contemplated hereby and (ii) in light of the difficulty of accurately determining actual damages with respect to the foregoing, upon any such termination of this Agreement pursuant to Section 7.1(c) or Section 7.1(f), the right to payment of the Reverse Termination Fee constitutes a reasonable estimate of the losses that will be suffered by reason of any such termination of this Agreement and constitutes liquidated damages (and not a penalty).

(c) Notwithstanding anything to the contrary in this Agreement, if Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 or NewCo 4 breaches this Agreement (whether such breach is intentional and material, unintentional, willful or otherwise or is a willful breach) or fails to perform hereunder (whether such failure is intentional and material, unintentional, willful or otherwise or is a willful breach), (i) the Sellers’ and the Group Companies’ right to seek an injunction, specific performance or other equitable relief in accordance with the terms and limitations of Section 8.13; or (ii) GA Inc.’s right to terminate this Agreement and receive the Reverse Termination Fee if payable pursuant to Section 7.3(a), shall be the sole and exclusive

remedies (whether such remedies are sought in equity or at law, in contract, in tort or otherwise) of the Seller Representative, the Sellers, the Group Companies, any of their respective Affiliates or direct or indirect equityholders, or any other Person against Parent, SSGLP, NewCo 0, XxxXx 0, XxxXx 0, XxxXx 4 and any of their respective former, current and future direct or indirect equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees and any and all former, current and future direct or indirect equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees of any of the foregoing, and any and all former, current and future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing (each of the foregoing, a “Parent Related Party,” and collectively, the “Parent Related Parties”) or the Financing Source Parties, for any losses arising out of or related to this Agreement (or any breach of any representation, warranty, covenant, agreement or obligation contained herein), the transactions contemplated by this Agreement (or any failure of such transactions to be consummated), or in respect of any oral representations made or alleged to be made in connection with this Agreement, the transactions contemplated herein or therein or otherwise; provided that in no event shall Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 or NewCo 4 have any monetary liability or obligations in connection with the transactions contemplated by this Agreement (including in the event of any material and willful breach) in the aggregate in excess of the amount of the Reverse Termination Fee and in no event shall the Seller Representative, the Sellers, the Group Companies or any Related Party of the Group Companies, the Sellers or the Seller Representative seek, directly or indirectly, to recover against any Parent Related Parties or Financing Source Parties, or compel payment by any Parent Related Parties or Financing Source Parties of, any damages or other payments whatsoever in connection herewith and in no event shall any Seller, any Group Company or any Related Party of the Seller Representative, the Sellers or any Group Company seek, directly or indirectly, to recover against Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 or NewCo 4 or compel payment by Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 or NewCo 4 of, any damages or other payments in excess of the amount of the Reverse Termination Fee in connection herewith.

(d) So long as this Agreement shall not have been terminated, GA Inc. shall be entitled to pursue both a grant of specific performance under Section 8.13(a) and the payment of the Reverse Termination Fee under Section 7.3(a), but under no circumstances shall the Seller Representative, any Seller or any Group Company be permitted or entitled to receive both a grant of specific performance under Section 8.13 and an award of money damages, including all or any portion of the Reverse Termination Fee.

(e) Notwithstanding anything to the contrary in this Agreement, no Financing Source Party shall have any liability or obligation to any of the Sellers, the Seller Representative or the Group Companies, any of its Affiliates or any of its or their direct or indirect equityholders relating to or arising out of this Agreement, the Financing Commitments or any other document in connection therewith or in respect of any oral representation made or alleged to be have been made in connection herewith or therewith, whether in equity or at law, in contract, in tort or otherwise, and each of the Sellers and the Group Companies shall not seek to, and shall cause its Affiliates and its and their direct and indirect stockholders not to seek to, recover any money damages (including consequential, special, indirect or punitive damages, or damages on account of a willful and material breach) or obtain any equitable relief from or with respect to any Financing Source Party; provided, that the foregoing shall not preclude any liability of the Financing Source Parties to Parent under the terms of the Financing Commitments (and the related fee letters) or the Financing.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.1 Survival. None of the representations or warranties in Article III or Article IV or in the Group Company Closing Certificate or the Parent Closing Certificate shall survive the Closing and each such representation and warranty shall terminate on and as of the Closing, and no claims may be brought with respect to such representations or warranties after the Closing; provided, that nothing in this Section 8.1 shall be construed to modify, limit or supersede Section 3.26, Section 5.15 or Section 8.2. All covenants and agreements that contemplate performance (in whole or in part) at or after the Closing shall survive for the time periods specified therein and shall terminate once such covenants are fully performed.

Section 8.2 Fees and Expenses. Except as otherwise provided herein, all fees and expenses incurred in connection with or related to this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby shall be paid by the party incurring such fees or expenses, whether or not such transactions are consummated; provided, that if the transactions contemplated hereby are consummated, Transaction Expenses shall be borne and paid as provided in this Agreement. In the event of termination of this Agreement, the obligation of each party to pay its own expenses will be subject to any rights of such party arising from a breach of this Agreement by the other. Notwithstanding anything in this Agreement to the contrary, Parent shall pay and shall be solely responsible for the payment of all Antitrust Filing Fees.

Section 8.3 Amendment and Modification. This Agreement may be amended, modified or supplemented by the parties by action taken or authorized by their respective boards of directors or other governing bodies at any time prior to the Closing (notwithstanding any stockholder approval); provided, however, that after approval of the transactions contemplated hereby by the GA Stockholders or the GBOS Stockholders, no amendment shall be made which pursuant to applicable Law requires further approval by such stockholders without such further approval. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each of the parties in interest at the time of the amendment. Notwithstanding anything in this Agreement to the contrary, Sections 7.2, 7.3(c), 7.3(e), 8.9, 8.11, 8.13(b) and 8.15 and this Section 8.3 (and any defined term or provision of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of Sections 7.2, 7.3(c), 7.3(e), 8.9, 8.11, 8.13(b) and 8.15 and this Section 8.3) may not be modified, waived or terminated in a manner that is adverse in any respect to the Financing Source Parties without the prior written consent of the Financing Sources.

Section 8.4 Extension. At any time prior to the Closing, the parties may, to the extent permitted by applicable Law, extend the time for the performance of any of the obligations or other acts of the parties. Any agreement on the part of a party to any such extension shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party.

Section 8.5 Waiver. At any time prior to the Closing, the parties may, to the extent permitted by applicable Law, (a) waive any inaccuracies in the representations and warranties of the other parties contained in this Agreement or any document delivered pursuant hereto or (b) subject to applicable Law, waive compliance with any of the agreements or conditions of the other parties contained herein. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder.

Section 8.6 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally or by e-mail, (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(a) if to Parent, SSGLP, the GA Surviving Entity or the GBOS Surviving Entity, to:

StepStone Group Inc.

000 Xxxxxxxxx Xxxxxx, 00^xx Xxxxx

Xxx Xxxx, XX 00000

Attention: Xxxxx Ment, President & Co-Chief Operating Officer

and Xxxxxxxx Xxxxxxxx, Chief Legal Officer

E-mail: Xxxxx.Xxxx@xxxxxxxxxxxxxx.xxx and

Xxxxxxxx.Xxxxxxxx@xxxxxxxxxxxxxx.xxx

with a copy (which shall not constitute notice) to:

Xxxxxx, Xxxx & Xxxxxxxx LLP

000 Xxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxx X. Xxxxxxxxx; Xxxxxx Xxxxxx

E-mail: XXxxxxxxxx@xxxxxxxxxx.xxx; XXxxxxx@xxxxxxxxxx.xxx

(b) if to GA Inc. or GBOS Inc., to:

Greenspring Associates

000 Xxxxxxxx Xxxx Xxxx Xxxxx 000

Xxxxxx Xxxxx, XX 00000

Attention: Xxxx Xxxxxxxx

E-mail: XXxxxxxxx@xxxxxxx.xxx

with a copy (which shall not constitute notice) to:

Xxxxxxxxx Xxxxxxx

Xxx Xxxxxx Xxxx Xxxxx

Xxxxx 000

Xxxxxx, XX 00000

Attention: Xxx Xxxxxxxxx

E-mail: xxxx@xxxxxx.xxx

Shareholder Representative Services LLC

000 00xx Xxxxxx, Xxxxx 0000

Xxxxxx, XX 00000

Attention: Managing Director

E-mail: xxxxx@xxxxxxxxxx.xxx

Section 8.7 Interpretation. When a reference is made in this Agreement to a Section, Article, Exhibit or Schedule such reference shall be to a Section, Article, Exhibit or Schedule of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement or in any Exhibit or Schedule are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein. The word “including” and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to the Agreement as a whole and not to any particular provision in this Agreement. The term “or” is not exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall.” References to days mean calendar days unless otherwise specified. The phrase “to the extent” means the degree by which, and not “if.” The word “asset(s)” will be deemed to be followed by the words “tangible or intangible” unless otherwise specified. All references to “dollars” or “$” will be deemed references to the lawful money of the United States of America, and any amounts denominated in currency other than the lawful money of the United States of America on any date of determination shall be deemed to be the equivalent in dollars of such currency determined by using the prevailing foreign exchange rate provided by Bloomberg (or if not, as quoted on a similar service) at 9:00 a.m. New York time on such date. Any reference in this Agreement to a “day” or a number of “days” (without explicit reference to “Business Day”) shall be interpreted as a reference to a calendar day or number of calendar days. Accounting

terms which are not otherwise defined in this Agreement have the meanings given to them under GAAP. To the extent that the definition of an accounting term defined in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement will control. Whenever this Agreement states that any Seller, GA Inc. or GBOS Inc. has “made available” or “furnished” or otherwise provided any document to Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 or NewCo 4, such statement means that such document was made available for viewing in the “virtual data room” for “Project Xxxxxx” hosted by Intralinks (the “Data Room”), as such materials were posted to the Data Room by 5:00 p.m. Eastern Time on the date that is one Business Day prior to the date hereof. The word “party” shall be deemed to be a reference to each signatory to this Agreement, unless otherwise expressly provided for herein.

Section 8.8 Entire Agreement. This Agreement (including the Exhibits and Schedules hereto), the Ancillary Agreements and the Confidentiality Agreement constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties with respect to the subject matter hereof and thereof. Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 hereby acknowledge and agree that (i) except as expressly set forth in Article III or in the Group Company Closing Certificate, neither the Sellers, the Group Companies nor any other Person make any other representation or warranty, either express or implied, at law or in equity, regarding the Group Companies, the business of the Group Companies, this Agreement, the transactions contemplated hereby, or any information furnished or made available to Parent or its Affiliates, any of their respective representatives or any other person for their benefit in connection with the transactions contemplated hereby and (ii) neither Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3, nor NewCo 4 is relying on any representations or warranties by the Sellers, the Group Companies nor any other Persons other than those expressly set forth in Article III or in the Group Company Closing Certificate, provided that nothing herein shall limit Parent’s remedies in respect of knowing and intentional fraud with respect to any representations or warranties expressly set forth in Article III or in the Group Company Closing Certificate. Notwithstanding any oral agreement or course of conduct of the parties or their Representatives to the contrary, no party to this Agreement shall be under any legal obligation to enter into or complete the transactions contemplated hereby unless and until this Agreement shall have been executed and delivered by each of the parties.

Section 8.9 No Third-Party Beneficiaries.

(a) Except for the rights and protections provided in Section 5.11 and Section 7.3 with respect to the Parent Related Parties, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

(b) Notwithstanding the foregoing clause (a), (i) the provisions of Section 7.3(e) shall be enforceable against the Sellers, the Seller Representative and the Group Companies (but not Parent) by each Financing Source Party, (ii) the provisions of this Section 8.9 and Sections 7.2, 7.3(c), 7.3(e), 8.3, 8.11, 8.13(b), and 8.15 shall be enforceable against all parties to this Agreement by each Financing Source Party and (iii) each Financing Source Party shall be an express third-party beneficiary of Sections 7.2, 7.3(c), 7.3(e), 8.3, 8.11, 8.13(b) and 8.15 and this Section 8.9.

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Section 8.10 Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.

Section 8.11 Submission to Jurisdiction.

(a) Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its successors or assigns against any other party shall be brought and determined in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process, and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Notwithstanding the foregoing, the parties agree that disputes with respect to the matters referenced in Section 2.11 shall be resolved by the Independent Accounting Firm as provided therein. Notwithstanding the foregoing and subject to the rights of the parties to the Financing Commitments under the terms thereof, none of the Sellers or the Group Companies or any of their respective Affiliates or direct and indirect equityholders shall have any rights or claims (whether in contract or in tort or otherwise) against any Financing Source Party, solely in their respective capacities as lenders or arrangers in connection with the Financing; provided, that the foregoing shall not preclude any liability of the Financing Source Parties to Parent under the terms of the Financing Commitments (and the related fee letters) or the Financing.

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(b) Notwithstanding anything in this Agreement to the contrary, each of the parties hereto agrees that (i) it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against any of the Financing Source Parties, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Financing Commitments, the Financing, any Offering or the definitive agreements executed in connection therewith or the performance thereof, in any forum other than the United States District Court for the Southern District of New York, or, if such court lacks jurisdiction, the Supreme Court of the State of New York, County of New York (and, in each case, appellate courts thereof) and (ii) any such action, cause of action, claim, cross-claim or third-party claim shall be governed by the laws of the State of New York. Each of the Group Companies, the Seller Representative and the Sellers further agrees that it shall not, and shall cause its Affiliates and its and their direct and indirect stockholders not to, bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against any Financing Source Party, in any way relating to this Agreement or the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Financing Commitments, the Financing, any Offering or the definitive agreements executed in connection therewith or the performance thereof; provided, that the foregoing shall not preclude any liability of the Financing Source Parties to Parent under the terms of the Financing Commitments (and the related fee letters) or the Financing.

Section 8.12 Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of (i) Parent (in the case of an assignment by GA Inc., GBOS Inc. or any Seller) or (ii) before the Closing, GA Inc. or after the Closing the Seller Representative (in the case of this clause (ii), with respect to an assignment by Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 or NewCo 4), and any such assignment without such prior written consent shall be null and void; provided, however, that Parent, SSGLP, NewCo 1, NewCo 2, NewCo 3 or NewCo 4 may assign this Agreement to any Affiliate of Parent without the prior consent of GA Inc. or the Seller Representative, as applicable; provided, further, that no assignment shall limit the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Section 8.13 Enforcement.

(a) The parties hereto agree that irreparable damage would occur in the event that any of the covenants or agreements of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that money damages or legal remedies may not be an adequate remedy for any such damages. Therefore, it is accordingly agreed that, subject to Section 8.13(b), each party shall be entitled to seek to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then in any state or federal court located in the State of Delaware, or to enforce compliance with, the covenants and obligations of any other party, in any court of competent jurisdiction, and appropriate injunctive relief shall be granted in connection therewith. Subject to Section 8.13(b), any party seeking an injunction, a decree or order of specific performance shall not be required to provide any bond or other security in connection therewith and any such remedy shall be in addition and not in substitution for any other remedy to which such party is entitled at law or in equity.

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(b) Notwithstanding the foregoing or anything else in this Agreement to the contrary, it is acknowledged and agreed that GA Inc. shall be entitled to seek specific performance of the obligation of Parent and SSGLP (as applicable) to cause the Closing Date Cash Consideration to be funded and the Stock Consideration and Unit Consideration to be issued only in the event that each of the following conditions has been satisfied: (i) all of the conditions set forth in Section 6.1 and Section 6.3 have been fully satisfied or duly waived in accordance with the terms of this Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the full satisfaction or due waiver of those conditions assuming a Closing would occur); (ii) the Financing has been funded or will be funded at the Closing if the Closing Date Consideration is paid or issued by Parent and SSGLP at Closing; (iii) Parent is required to complete the Closing in accordance with Section 2.2 and Parent fails to complete the Closing in breach of Section 2.2; and (iv) GA Inc. has irrevocably confirmed in writing to Parent that if specific performance is granted and the Financing is consummated, and Parent otherwise complies with its obligations hereunder, then the Closing will occur. For the avoidance of doubt, in no event shall the Group Companies and the Sellers be entitled to (A) receive both a grant of specific performance and any monetary damages hereunder and (B) enforce or seek to enforce specifically Parent’s, SSGLP’s, NewCo 1’s, NewCo 2’s, NewCo 3’s or NewCo 4’s obligation to consummate the transactions contemplated hereby if the Financing has not been funded.

Section 8.14 Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

Section 8.15 Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (INCLUDING ANY ACTION, PROCEEDING OR COUNTERCLAIM INVOLVING ANY OF THE FINANCING SOURCE PARTIES) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE FINANCING COMMITMENTS, THE FINANCING, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 8.16 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

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Section 8.17 Facsimile, .pdf or Electronic Signature. This Agreement may be executed by facsimile, .pdf or other electronic signature and a facsimile or .pdf signature shall constitute an original for all purposes.

Section 8.18 No Presumption against Drafting Party. Each party hereto acknowledges that each party to this Agreement has been represented by legal counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

Section 8.19 Waiver of Conflicts Regarding Representation. Parent and the Group Companies hereby agree that, in the event that a dispute arises after the Closing between Parent (or the Group Companies and their successors) and the Seller Representative or any Seller to the extent relating to the transactions contemplated hereby, then Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx”), which have been retained by the Group Companies to act as counsel in connection with the transactions contemplated hereby, may represent such Seller(s) and/or the Seller Representative in such dispute even though the interests of such Seller(s) or the Seller Representative may be directly adverse to Parent (or the Group Companies and their successors), and even though Xxxxxxxxx may have represented the Group Companies in a matter substantially related to such dispute. Parent further agrees that, the communications among, on the one hand, Xxxxxxxxx and/or and Proskauer Rose LLP (“Proskauer”) and, on the other hand, the Group Companies, any Seller or the Seller Representative that relate exclusively the transactions contemplated by this Agreement or the Ancillary Agreements that would, immediately prior to the Closing, be deemed to be attorney-client privileged communications thereof and would not be subject to disclosure to Parent in connection with any process relating to a dispute arising under or in connection with this agreement or otherwise, the attorney-client privilege and the exception of client confidence belongs solely to the Sellers and may be controlled only by the Seller Representative and shall not pass to (whether by operation of law or otherwise) or be claimed by Parent or its Affiliates, because the interests of Parent and its Affiliates were directly adverse to the Group Companies, such Seller(s) and/or the Seller Representative at the time such communications were made. This right to the attorney-client privilege shall exist even if such communications may exist on the Group Companies’ computer system or in documents in Group Companies’ possession. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Parent or the Group Companies and their successors, on the one hand, and a Person other than a party or a Seller, on the other hand, the Group Companies and their successors may assert the attorney-client privilege to prevent disclosure to such third party of any such information.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


STEPSTONE GROUP INC.

By:		/s/ Xxxxx X. Ment
		Name: Xxxxx X. Ment
		Title: President and Co-Chief Operating Officer

Alto Merger Sub 2, Inc.

By:		/s/ Xxxxx X. Ment
		Name: Xxxxx X. Ment
		Title: President

Alto Merger Sub 1, Inc.

By:		/s/ Xxxxx X. Ment
		Name: Xxxxx X. Ment
		Title: President

Greenspring Associates NewCo, LLC

By:		/s/ Xxxxx X. Ment
		Name: Xxxxx X. Ment
		Title: President

Greenspring Back Office Solutions NewCo, LLC

By:		/s/ Xxxxx X. Ment
		Name: Xxxxx X. Ment
		Title: President

STEPSTONE GROUP LP

By: StepStone Group Holdings LLC, its general partner

By:		/s/ Xxxxx X. Ment
		Name: Xxxxx X. Ment
		Title: President and Co-Chief Operating Officer

SIGNATURE PAGE TO TRANSACTION AGREEMENT


Greenspring Associates, Inc.

By:		/s/ C. Xxxxxx Xxxxxxx
		Name: C. Xxxxxx Xxxxxxx
		Title: President

Greenspring Back Office Solutions, Inc.

By:		/s/ C. Xxxxxx Xxxxxxx
		Name: C. Xxxxxx Xxxxxxx
		Title: President

Shareholder Representative Services, LLC

By:		/s/ Xxx Xxxxx
		Name: Xxx Xxxxx
		Title: Managing Director

C. Xxxxxx Xxxxxxx

By:		/s/ C. Xxxxxx Xxxxxxx

Xxxxx Xxx

By:		/s/ Xxxxx Xxx

GBOS MEMBERS:

Greenspring Back Office Solutions, Inc.

By:		/s/ C. Xxxxxx Xxxxxxx
Name: C. Xxxxxx Xxxxxxx
Title: President

Xxxx Xxxxxxxx

/s/ Xxxx Xxxxxxxx

GALP PARTNERS:

SIGNATURE PAGE TO TRANSACTION AGREEMENT



Xxxx Xxxxxxxx

/s/ Xxxx Xxxxxxxx

Xxxxxxx Xxxxxxxx

/s/ Xxxxxxx Xxxxxxxx

Xxxxx Xxxxxxx

/s/ Xxxxx Xxxxxxx

Xxxxxx Xxxxxxxxxx

/s/ Xxxxxx Xxxxxxxxxx

Xxxx Xxxxxxx

/s/ Xxxx Xxxxxxx

Seyonne Kang

/s/ Seyonne Kang

SIGNATURE PAGE TO TRANSACTION AGREEMENT

Exhibit B

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

STEPSTONE GROUP INC.

AND

CERTAIN STOCKHOLDERS

DATED AS OF , 2021

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 , 2021, is made by and among:

i. StepStone Group Inc., a Delaware corporation (the “Company”);

ii. Each Person executing this Agreement prior to or on the date hereof (collectively, together with their Permitted Transferees that became or will become party hereto, the “Holders”).

RECITALS

WHEREAS, the Company entered into that certain Registration Rights Agreement, dated as of September 18, 2020 (the “Original Agreement”), with certain Holders designated in the Original Agreement (collectively, together with their Permitted Transferees that become party hereto, the “Class B Holders”);

WHEREAS, the Class B Holders Beneficially Own or will Beneficially Own (x) shares of Class A Common Stock and/or (y) shares of the Company’s Class B common stock, par value $0.001 per share (the “Class B Common Stock”) and Class B partnership units in the Partnership (“Class B Units”), which Class B Units, subject to certain restrictions, are exchangeable from time to time for shares of Class A Common Stock pursuant to the terms of an Exchange Agreement between the Company, the Partnership and the Class B Holders (the “Class B Exchange Agreement”) and the Ninth Amended and Restated Limited Partnership Agreement of the Partnership (as may be amended from time to time, the “Partnership Agreement”);

WHEREAS, following the acquisition by the Company of Greenspring Associates, LLC and certain of its affiliates or subsidiaries pursuant to that certain Transaction Agreement, dated July 7, 2021 (the “Greenspring Transaction Agreement”), among the Company, the Partnership, the Holders designated on the signature pages hereto as Greenspring Holders (the “Greenspring Holders”), and the other parties thereto, the Greenspring Holders Beneficially Own or will Beneficially Own (x) shares of Class A Common Stock and/or (y) Class C partnership units in the Partnership (“Class C Units”), which Class C Units, subject to certain restrictions, are exchangeable from time to time for shares of Class A Common Stock pursuant to the terms of the Greenspring Exchange Agreement and the Partnership Agreement; and

WHEREAS, the parties believe that it is in each of their best interests to set forth their agreements regarding registration rights following the closing of the Greenspring transaction.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend and restate the Original Agreement as follows:

ARTICLE I

EFFECTIVENESS

1.1 Effectiveness. This Agreement shall become effective on the date hereof.

ARTICLE II

DEFINITIONS

2.1 Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Adverse Disclosure” means public disclosure of material non-public information that, in the good faith judgment of the Board of Directors: (i) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement, from and after its effective date, does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) would reasonably be expected to adversely affect or interfere with any material financing or other material transaction under consideration by the Company; or (iii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement.

“Affiliate” means, with respect to any specified Person, (a) any Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person or (b) a Permitted Transferee of such Person; provided that the Company, the Partnership and their respective subsidiaries shall not be deemed to be Affiliates of the Holders. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” shall have the meaning set forth in the preamble.

“Beneficial Ownership” has the same meaning given to it in Section 13(d) under the Exchange Act and the rules thereunder, except that, for purposes of this Agreement, (i) Beneficial Ownership shall not be attributed to any Person as a result of any “group” deemed to form as a result of the Stockholders’ Agreement, (ii) no Person shall Beneficially Own any Company Shares to be issued upon the exercise of options, warrants, restricted stock units or similar rights granted pursuant to the Company’s equity compensation plans, unless and until such shares are actually issued and (iii) no Person shall be deemed to Beneficially Own any Company Shares issuable with respect to Class B2 Units of the Partnership unless and until the Full Vesting Date (as such term is defined in the Partnership Agreement) for such Class B2 Units has occurred. The terms “Beneficially Own” and “Beneficial Owner” shall have correlative meanings.

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

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

“Class A Common Stock” shall have the meaning set forth in the recitals.

“Class B Common Stock” shall have the meaning set forth in the recitals.

“Class B Exchange” means the exchange of Class B Units together, with an equal number of shares of Class B Common Stock, for shares of Class A Common Stock or cash consideration, as applicable, pursuant to the terms of the Class B Exchange Agreement.

“Class B Exchange Agreement” shall have the meaning set forth in the Recitals.

“Class B Units” shall have the meaning set forth in the recitals.

“Class C Exchange” means the exchange of Class C Units for shares of Class A Common Stock or cash consideration, as applicable, pursuant to the terms of the Greenspring Exchange Agreement.

“Class C Units” shall have the meaning set forth in the recitals.

“Closing” means the closing of the IPO.

“Closing Registrable Securities” means the total number of Registrable Securities as of the Closing, as adjusted for stock splits, recapitalizations and similar transactions.

“Company” shall have the meaning set forth in the preamble.

“Company Shares” means shares of the Common Stock of the Company.

“Demand Notice” shall have the meaning set forth in Section 3.1(c).

“Demand Registration” shall have the meaning set forth in Section 3.1(a)(i).

“Demand Registration Request” shall have the meaning set forth in Section 3.1(a)(i).

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

“FINRA” means the Financial Industry Regulatory Authority.

“Greenspring Exchange Agreement” means the Exchange Agreement, dated the date hereof, among the Company, the Partnership and the Greenspring Holders.

“Greenspring Holders” shall have the meaning set forth in the Recitals.

“Greenspring Qualified Holders” means C. Xxxxxx Xxxxxxx and Xxxxx Xxx.

“Greenspring Transaction Agreement” shall have the meaning set forth in the recitals.

“Holders” shall have the meaning set forth in the preamble.

“IPO” shall have the meaning set forth in the Recitals.

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of the Registrable Securities.

“Loss” shall have the meaning set forth in Section 3.9(a).

“Participation Conditions” shall have the meaning set forth in Section 3.2(b).

“Partnership” means StepStone Group LP, a Delaware limited partnership.

“Permitted Transferee” means any Person to whom a Class B Holder has validly transferred Class B Units or any Person to whom a Greenspring Holder has validly transferred Registrable Securities, in each case, in accordance with, and not in contravention of, the Partnership Agreement.

“Person” means and includes an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated organization, a government or any department or agency thereof, or any entity similar to any of the foregoing.

“Piggyback Notice” shall have the meaning set forth in Section 3.3(a).

“Piggyback Registration” shall have the meaning set forth in Section 3.3(a).

“Potential Takedown Participant” shall have the meaning set forth in Section 3.2(b).

“Pro Rata Portion” means, with respect to each Holder requesting that its shares be registered or sold, a number of such shares equal to the aggregate number of Registrable Securities requested to be registered (excluding any shares to be registered or sold for the account of the Company) multiplied by a fraction, the numerator of which is the aggregate number of Registrable Securities then held by such Holder, and the denominator of which is the aggregate number of Registrable Securities then held by all Holders requesting that their Registrable Securities be registered or sold.

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

“Public Offering” means the offer and sale of Registrable Securities for cash pursuant to an effective Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor form).

“Qualified Holder” means (a) any of the Sunset Individuals (as such term is defined in the Company’s Amended and Restated Certificate of Incorporation), (b) any Person party to this Agreement beneficially owning Registrable Securities aggregating 4% of the Closing Registrable Securities, (c) Xxxxx Investment Holdings, LLC, (d) ALD 2020 GST Trust, (e) any of the Greenspring Qualified Holders or (f) any other Holder if and for so long as the Board of Directors has determined in its sole discretion to name such person a Qualified Holder.

“Registrable Securities” means (i) all shares of Class A Common Stock that are not then subject to forfeiture to the Company, (ii) all shares of Class A Common Stock issued or issuable upon exercise, conversion or exchange of any option, warrant or convertible security (including shares of Class A Common Stock issuable upon a Class B Exchange or Class C Exchange) not then subject to vesting or forfeiture to the Company and (iii) all shares of Class A Common Stock directly or indirectly issued or then issuable with respect to the securities referred to in clauses (i) or (ii) above by way of unit or stock dividend or unit or stock split, or in connection with a combination of units or shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (w) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement, (x) such securities shall have been transferred pursuant to Rule 144, (y) such Holder is able to immediately sell such securities (including all shares of Class A Common Stock issuable upon a Class B Exchange, subject to the limitations on such Class B Exchange set forth in the Class B Exchange Agreement, or issuable upon a Class C Exchange, subject to the limitations on such Class C Exchange set forth in the Greenspring Exchange Agreement) under Rule 144 without any volume or manner of sale restrictions thereunder, as determined in the reasonable opinion of the Company (it being understood that a written opinion of the Company’s outside legal counsel to the effect that such securities may be so offered and sold, and that any restrictive legends on the securities may be removed, shall be conclusive evidence this clause has been satisfied), or (z) such securities shall have ceased to be outstanding.

“Registration” means registration under the Securities Act of the offer and sale of shares of Class A Common Stock under a Registration Statement. The terms “register,” “registered” and “registering” shall have correlative meanings.

“Registration Expenses” shall have the meaning set forth in Section 3.8.

“Registration Statement” means any registration statement of the Company filed with, or to be filed with, the SEC under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement other than a registration statement (and related Prospectus) filed on Form S-4 or Form S-8 or any successor forms thereto.

“Representatives” means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries, consultants, equity financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person.

“Rule 144” means Rule 144

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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...