Common use of Authority, Duties and Responsibilities Clause in Contracts

Authority, Duties and Responsibilities. During the Term (including, for purposes of this Section 4, through the Termination Date following your delivery of a Notice of Termination that constitutes an Orderly Retirement under Section 10(b)(v)), you will have the duties, responsibilities, functions and plenary authority as is customarily associated with the executive chairman of a U.S. public company investment firm, including without limitation being subject to and having those responsibilities, functions and powers enumerated in the governing documents of the TPG Entities, including the Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, Executive Committee Charter and Compensation Committee Charter of TPG Inc., and the GP LLC Agreement (the “Governance Documents”). You will devote a substantial majority of your business time and attention to TPG matters, and in any event, sufficient to satisfy the time and attention requirements of the applicable TPG fund documents. A substantial portion of your business time devoted to TPG matters will be spent managing the day-to-day operations of TPG’s Rise and Rise Climate platforms with respect to which you will be the sole managing partner of Rise Climate and a managing partner of Rise, and shall have such duties, responsibilities, functions, and authority commensurate with such positions and consistent with past practices. The remainder of your time will be spent providing strategic advice and counsel to TPG’s chief executive officer, interfacing with key TPG investors and performing such other duties and responsibilities customarily associated with the executive chairman of a U.S. public company investment firm. Notwithstanding the foregoing or anything elsewhere to the contrary, you may at all times: (a) engage in charitable, religious and community activities; (b) accept and perform a reasonable number of speaking engagements; (c) manage your personal investments and affairs; (d) engage in investment and other activities that are primarily related to the operation of your family office or that of any of your Related Parties (as that term is defined in the GP LLC Agreement), (e) serve on the boards of a reasonable number of charitable and educational entities; and (f) engage in the activities listed on Exhibit B; provided, that, in the case of each of the foregoing, your activities do not violate any of TPG’s internal rules or policies, materially interfere with your carrying out your duties and responsibilities for TPG, or constitute a conflict of interest with respect to TPG’s activities. You will at all times during the Term comply in all material respects with all material TPG internal policies, rules and procedures (including all legal and compliance policies, rules and procedures) that have been disclosed or made available to you, and comply with the rules of any regulatory or self-regulatory agency or body of which any TPG Entity is a member or to which it is subject, including the rules applicable to publicly listed companies, in all cases as they may be in effect from time to time and to the extent you are subject to them.

Authority, Duties and Responsibilities. During the Term (including, for purposes of this Section 4, through the Termination Date following your delivery of a Notice of Termination that constitutes an Orderly Retirement under Section 10(b)(v))Term, you will have the duties, responsibilities, functions and plenary authority as is customarily associated with the executive chairman of a U.S. public company investment firm, including without limitation being subject to and having those responsibilities, functions and powers enumerated in the governing documents of the TPG Entities, including the Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, Executive Committee Charter and Compensation Committee Charter of TPG Inc.Documents, and the GP LLC Agreement (the “Governance Documents”). You will devote a substantial majority of your such business time and attention to TPG matters, and in any event, sufficient to satisfy the time and attention requirements of the applicable TPG fund documents. A substantial portion of your business time devoted to TPG matters will be spent managing the day-to-day operations of TPG’s Rise and Rise Climate platforms with respect to which same as you will be the sole managing partner of Rise Climate and a managing partner of Rise, and shall have such duties, responsibilities, functions, and authority commensurate with such positions and consistent with past practices. The remainder of your time will be spent providing strategic advice and counsel to TPG’s chief executive officer, interfacing with key TPG investors and performing such other duties and responsibilities customarily associated with the executive chairman of a U.S. public company investment firmmay determine is necessary. Notwithstanding the foregoing or anything elsewhere to the contrary, you may at all times: (a) engage in charitable, religious and community activities; (b) accept and perform a reasonable number of speaking engagements; (c) manage your personal investments and affairs,; (d) engage in investment and other activities that are primarily related to consistent with the operation mutual intentions of your family office or that of any of your Related Parties (Wildcat and TPG as that term is defined reflected in the GP LLC Agreementemail correspondence captioned “Wildcat and TPG Compliance” and as may be further documented in the agreement contemplated therein (“Permitted Investment Activities”), (e) serve on the boards of a reasonable number of charitable and educational entities; and (f) engage in the activities listed on Exhibit Bfor-profit or not-for-profit activities; provided, that, in the case of each of the foregoingforegoing activities other than those described in Clause (d), your activities do not violate any of TPG’s internal rules or policiespolicies (as the same may be amended, materially interfere with your carrying out your duties and responsibilities for TPG, modified or otherwise waived from time to time) or constitute a conflict of interest with respect to TPG’s activities. You will at all times during the Term comply in all material respects with all material applicable TPG internal policies, rules and procedures procedures, as the same may be amended, modified or otherwise waived from time to time (including all legal and compliance policies, rules and procedures) that have been disclosed or made available to you), and comply with the rules of any regulatory or self-regulatory agency or body of which any TPG Entity is a member or to which it is subject, including the rules applicable to publicly listed companies, in all cases as they may be in effect from time to time and to the extent you are subject to themthem (it being understood and agreed that the applicability of the policies to which you are subject will change if you cease to be an employee or director of any TPG Entity). For the avoidance of doubt, the Permitted Investment Activities shall in no event be deemed to violate TPG’s rules or policies or constitute a conflict of interest with respect to TPG’s activities.

Authority, Duties and Responsibilities. During the Term (including, for purposes of this Section 4, through the Termination Date following your delivery of a Notice of Termination that constitutes an Orderly Retirement under Section 10(b)(v11(e)), you will have the duties, responsibilities, functions and plenary authority as is customarily associated with the chief executive chairman officer of a U.S. public company investment firm, including including, without limitation being limitation, responsibility for day-to-day operations of TPG’s business, managing the TPG Entities, subject to to, and having those responsibilities, functions and powers enumerated in in, the governing documents of the TPG Entities, including the Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, Executive Committee Charter and Compensation Committee Charter of TPG Inc., and the GP LLC Agreement (the “Governance Documents”). , as well as those authorities, duties and responsibilities specifically set forth on Exhibit B. You will devote a substantial majority substantially all of your business time and attention to TPG matters, and in any event, sufficient to satisfy the time and attention requirements of the applicable TPG fund documents. A substantial portion performance of your business time devoted to TPG matters will be spent managing the day-to-day operations of responsibilities and duties for TPG’s Rise and Rise Climate platforms with respect to which you will be the sole managing partner of Rise Climate and a managing partner of Rise, and shall have such duties, responsibilities, functions, and authority commensurate with such positions and consistent with past practices. The remainder of your time will be spent providing strategic advice and counsel to TPG’s chief executive officer, interfacing with key TPG investors and performing such other duties and responsibilities customarily associated with the executive chairman of a U.S. public company investment firm. Notwithstanding the foregoing or anything elsewhere to the contrary, you may at all times: (a) engage in charitable, religious and community activities; (b) accept and perform a reasonable number of speaking engagements; (c) manage your personal investments and affairs; (d) engage in investment and other activities that are primarily related to the operation of your family office or that of any of your Related Parties (as that term is defined in the GP LLC Agreement), (e) serve on the boards of a reasonable number of charitable and educational entities; and (fe) engage in the activities listed on Exhibit BC; and (f) engage in such additional activities as TPG Inc. may approve (such approval not to be unreasonably withheld and delayed); provided, that, in the case of each of the foregoing, your activities do not violate any of TPG’s internal rules or policies, materially interfere with your carrying out your duties and responsibilities for TPG, or constitute a conflict of interest with respect to TPG’s activities. You will at all times during the Term comply in all material respects with all material TPG internal policies, rules and procedures (including all legal and compliance policies, rules and procedures) that have been disclosed or made available to you, and comply with the rules of any regulatory or self-regulatory agency or body of which any TPG Entity is a member or to which it is subject, including the rules applicable to publicly listed companies, in all cases as they may be in effect from time to time and to the extent you are subject to them.