TPG Inc. [•] Shares of Class A Common Stock Underwriting AgreementTPG Partners, LLC • December 23rd, 2021 • Investment advice • New York
TPG Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of the Company, and China Life Trustees Limited, a Hong Kong company (the “Selling Stockholder”) propose to sell to the several Underwriters an aggregate of [•] shares of Class A Common Stock (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [•] shares of Class A Common Stock of the Company and the Selling Stockholder propose to sell, at the option of the Underwriters, up to an additional [•] shares of Class A Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” Th
TAX RECEIVABLE AGREEMENT between TPG, INC., TPG OPCO HOLDINGS, L.P., TPG OPERATING GROUP I, L.P., TPG OPERATING GROUP II, L.P., TPG OPERATING GROUP III, L.P. and THE PERSONS NAMED HEREIN Dated as of , 2022Tax Receivable Agreement • December 16th, 2021 • TPG Partners, LLC • Investment advice • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of , 2022, and is hereby entered into by and among TPG, Inc., a Delaware corporation (including any successor corporation, “PubCorp”), TPG OpCo Holdings, L.P., a Delaware limited partnership (“Buyer”), TPG Operating Group I, L.P., a Delaware limited partnership (“TPG OG I”), TPG Operating Group II, L.P., a Delaware limited partnership (“TPG OG II”), TPG Operating Group III, L.P., a Delaware limited partnership, (“TPG OG III,” and together with TPG OG I and TPG OG II, the “Partnerships”) and each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, excluding PubCorp, Buyer and the Partnerships, a “TRA Party” and together the “TRA Parties”).
SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of TPG OPERATING GROUP II, L.P. Dated as of November 1, 2023Limited Partnership Agreement • February 23rd, 2024 • TPG Inc. • Investment advice • Delaware
THIS SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (as amended from time to time, this “Agreement”) of TPG OPERATING GROUP II, L.P., a Delaware limited partnership (the “Partnership”), dated as of November 1, 2023 (the “Effective Date”), is entered into by and among the Partnership, TPG Holdings II-A, LLC, a Delaware limited liability company, as the sole general partner, and the limited partners of the Partnership set forth on Schedule A hereto.
AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT between TPG INC., TPG OPCO HOLDINGS, L.P., TPG OPERATING GROUP II, L.P., and THE PERSONS NAMED HEREIN Dated as of November 1, 2023Tax Receivable Agreement • November 2nd, 2023 • TPG Inc. • Investment advice • New York
This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of November 1, 2023, and is hereby entered into by and among TPG Inc., a Delaware corporation (including any successor corporation, “PubCorp”), TPG OpCo Holdings, L.P., a Delaware limited partnership (“Buyer”), TPG Operating Group II, L.P., a Delaware limited partnership (the “Partnership”), and each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, excluding PubCorp, Buyer and the Partnership, a “TRA Party” and together the “TRA Parties”).
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • December 16th, 2021 • TPG Partners, LLC • Investment advice • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), between TPG Inc., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”), dated as of the date last written below, is effective as of the date of the effectiveness of the Company’s Registration Statement on Form S-1 relating to its initial public offering. Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 14.
December 15, 2021 Jon Winkelried Dear Jon:TPG Inc. • March 29th, 2022 • Investment advice • Delaware
You are party to that certain employment letter agreement, dated October 28, 2015, entered into by and among TPG Global, TPG Holdings, TPG Partner Holdings, and TPG Partner Holdings GP (together, the “Original TPG Parties,” and such agreement, as may have been modified by any amendment, agreement, arrangement or other document entered into and fully executed by you and the Original TPG Parties, the “2015 Employment Agreement”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TPG GP A, LLCLimited Liability Company Agreement • November 2nd, 2023 • TPG Inc. • Investment advice • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of TPG GP A, LLC (the “Company”) is effective and dated as of November 1, 2023 (the “Effective Date”), by each of the undersigned persons identified as a “Member” on Schedule I attached hereto, as the members of the Company (and such other parties who may from time to time be admitted as members in accordance with the terms hereof, collectively, the “Members”) and TPG Inc., a Delaware corporation (the “Issuer”), pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”).
TPG INC. 2021 OMNIBUS INCENTIVE PLAN FORM OF PERFORMANCE RESTRICTED STOCK UNIT AGREEMENTPerformance Restricted Stock Unit Agreement • February 23rd, 2024 • TPG Inc. • Investment advice • Delaware
THIS AWARD AGREEMENT (this “Agreement”) is effective as of the Grant Date (shown above) and evidences an Award granted by TPG Inc., a Delaware corporation (the “Company” and together with its Affiliates, “TPG”), to the Participant (shown above) pursuant to the TPG Inc. 2021 Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated in and made a part of this Agreement by reference. Capitalized terms not defined in this Agreement have the meanings set forth in the Plan.
December 15, 2021 David Bonderman Dear David:TPG Inc. • March 29th, 2022 • Investment advice • Texas
In anticipation of the initial public offering (the “IPO”) of TPG Partners, LLC (and, following its incorporation, TPG Inc., hereinafter defined as “TPG Inc.” or “PubCorp”), you, TPG Global, TPG Holdings, TPG Partner Holdings (“TPH”), TPG Partner Holdings GP, and TPG Inc. (referred to herein collectively as the “TPG Parties”) mutually desire to continue your employment and to enter into an employment agreement (this “Agreement”) upon the terms and conditions specified herein. The TPG Parties, TPG Operating Group, their Affiliates, and the successors and assigns of their Affiliates, are referred to collectively in this Agreement as “TPG” or the “TPG Entities.”
Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 davispolk.comTPG Inc. • March 5th, 2024 • Investment advice
TPG Operating Group II, L.P., a Delaware limited partnership (the “Company”), TPG Inc., a Delaware corporation (“TPG”), TPG Operating Group I, L.P., a Delaware limited partnership (“TOG I”), TPG Operating Group III, L.P., a Delaware limited partnership (“TOG III”) and TPG Holdings II Sub, L.P., a Delaware limited partnership (“H2Sub” and, together with TPG, TOG I and TOG III, the “Guarantors”) have filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-277384) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including $600,000,000 aggregate principal amount of the Company’s 5.875% Senior Notes due 2034 (the “Notes”). The Notes are to be issued pursuant to the provisions of the Indenture dated as of March 5, 2024 (the “Base Indenture”) among the Company, the Guarantors and U.S. Bank Trust Company, National Association, as trustee (the “Trust
TAX RECEIVABLE AGREEMENT between TPG INC., TPG OPCO HOLDINGS, L.P., TPG OPERATING GROUP I, L.P., TPG OPERATING GROUP II, L.P., TPG OPERATING GROUP III, L.P. and THE PERSONS NAMED HEREIN Dated as of January 12, 2022Tax Receivable Agreement • March 29th, 2022 • TPG Inc. • Investment advice • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of January 12, 2022, and is hereby entered into by and among TPG Inc., a Delaware corporation (including any successor corporation, “PubCorp”), TPG OpCo Holdings, L.P., a Delaware limited partnership (“Buyer”), TPG Operating Group I, L.P., a Delaware limited partnership (“TPG OG I”), TPG Operating Group II, L.P., a Delaware limited partnership (“TPG OG II”), TPG Operating Group III, L.P., a Delaware limited partnership, (“TPG OG III,” and together with TPG OG I and TPG OG II, the “Partnerships”) and each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, excluding PubCorp, Buyer and the Partnerships, a “TRA Party” and together the “TRA Parties”).
Signature Page to Fourth Amendment Agreement]Credit Agreement • December 16th, 2021 • TPG Partners, LLC • Investment advice • New York
THIRDFOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 12, 2020the Restatement Effective Date, among TPG HOLDINGS II, L.P., a Cayman IslandsDelaware limited partnership, acting through its general partner TPG Group Advisors (Cayman), Inc. as Borrower (the “Borrower”), TPG HOLDINGS I, L.P., TPG HOLDINGS II, L.P., TPG HOLDINGS II SUB, L.P., and TPG HOLDINGS III, L.P., TPG HOLDINGS I-A, LLC, TPG HOLDINGS II-A, LLC and TPG HOLDINGS III-A, L.P., acting through its general partner, TPG Holdings III-A, Inc., as Guarantors, the LENDERS party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
PERFORMANCE EARNINGS AGREEMENTPerformance Earnings Agreement • December 23rd, 2021 • TPG Partners, LLC • Investment advice • Delaware
This PERFORMANCE EARNINGS AGREEMENT (this “Agreement”) is dated as of December __, 2021 by and among Tarrant Remain Co I, L.P., a Delaware limited partnership (“RemainCo I”), Tarrant Remain Co II, L.P., a Delaware limited partnership (“RemainCo II”), Tarrant Remain Co III, L.P., a Delaware limited partnership (“RemainCo III” and, together with RemainCo I and RemainCo II, the “RemainCo Partnerships” and, each, a “RemainCo Partnership”), TPG Holdings I, L.P., a Delaware limited partnership (“TPG OG I”), TPG Holdings II, L.P., a Delaware limited partnership (“TPG OG II”), and TPG Holdings III, L.P., a Delaware limited partnership (“TPG OG III” and, together with TPG OG I and TPG OG II, the “TPG OG Partnerships” and, each, a “TPG OG Partnership”) and TPG Partners, LLC, a Delaware limited partnership (“PubCo”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • March 29th, 2022 • TPG Inc. • Investment advice • Delaware
This ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is entered into on and effective as of December 31, 2021 (the “Effective Date”) by and between TPG Global, LLC, a Delaware limited liability company (“TPG Global”) and Tarrant Remain Co GP, LLC, a Delaware limited liability company (“RemainCo GP”).
TPG INC. 2021 OMNIBUS INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 23rd, 2024 • TPG Inc. • Investment advice • Delaware
THIS AWARD AGREEMENT (this “Agreement”) is effective as of the Grant Date (shown above) and evidences an Award granted by TPG Inc., a Delaware corporation (the “Company” and together with its Affiliates, “TPG”), to the Participant (shown above) pursuant to the TPG Inc. 2021 Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated in and made a part of this Agreement by reference. Capitalized terms not defined in this Agreement have the meanings set forth in the Plan.
TPG INC. 2021 OMNIBUS INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AGREEMENT—DIRECTORRestricted Stock Unit Agreement • March 29th, 2022 • TPG Inc. • Investment advice • Delaware
THIS AWARD AGREEMENT (this “Agreement”) is effective as of the Grant Date (shown above) and evidences an Award granted by TPG Inc., a Delaware corporation (the “Company” and together with its Affiliates, “TPG”), to the Participant (shown above) pursuant to the TPG Inc. 2021 Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated in and made a part of this Agreement by reference. Capitalized terms not defined in this Agreement have the meanings set forth in the Plan.
TPG Inc. 15,526,915 Shares of Class A Common Stock Underwriting AgreementTPG Inc. • February 29th, 2024 • Investment advice • New York
The stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of TPG Inc., a Delaware corporation (the “Company”), propose to sell to the underwriters listed in Schedule 1 hereto (the “Underwriters”) an aggregate of 15,526,915 shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of the Company (the “Shares”), including (i) 1,582,415 issued and outstanding shares of Class A Common Stock held by certain stockholders of the Company and (ii) 13,944,500 shares of Class A Common Stock that are issuable upon exchange for 13,944,500 of common units (the “Common Units”) of TPG Operating Group II, L.P. (the “TPG Operating Group”) and cancellation of a corresponding number of shares of Class B common stock, par value $0.001 per share (the “Class B Common Stock”) of the Company. The shares of Class A Common Stock to be outstanding after giving effect to the sale of the Shares, together with the shares of nonvoting Class A common stock, par value $0.00
THE TPG INC. FORM OF RESTRICTED STOCK UNIT AGREEMENT TPG INC. STRONGLY ENCOURAGES YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.Award Agreement • December 16th, 2021 • TPG Partners, LLC • Investment advice • Delaware
THIS AWARD AGREEMENT (this “Agreement”) is effective as of the Grant Date (shown above) and evidences an Award granted by TPG Inc., a Delaware corporation (the “Company” and together with its Affiliates, “TPG”) to the Participant (shown above) pursuant to the TPG Inc. 2021 Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated in and made a part of this Agreement by reference. Capitalized terms not defined in this Agreement have the meanings set forth in the Plan.
FOUNDER NET SETTLEMENT AGREEMENTFounder Net Settlement Agreement • December 23rd, 2021 • TPG Partners, LLC • Investment advice • Delaware
This FOUNDER NET SETTLEMENT AGREEMENT (this “Agreement”) is entered into as of December 31, 2021 (the “Effective Date”), by and among David Bonderman (“DB”), James G. Coulter (“JC”), TPG Europe, LLC, a Delaware limited liability company (“TPG Europe I”), TPG Europe II, LLC, a Delaware limited liability company (“TPG Europe II”), BondCo, Inc., a Texas corporation (“BondCo”), CoulCo, Inc., a Texas corporation (“CoulCo”), TPG Holdings II Sub, L.P., a Delaware limited partnership (“H2Sub”), TPG Global Advisors, LLC, a Delaware limited liability company (“TPG Global Advisors”), TPG Global LLC, a Delaware limited liability company (“TPG Global”), TPG International, LLC, a Delaware limited liability company (“TPG International”), and Tarrant Capital, LLC, a Delaware limited liability company (“Tarrant Capital”).
PARTNER ACKNOWLEDGMENT AND JOINDER AGREEMENTPartner Acknowledgment and Joinder Agreement • February 23rd, 2024 • TPG Inc. • Investment advice
This PARTNER ACKNOWLEDGMENT AND JOINDER AGREEMENT (this “Agreement”), dated as of May 14, 2023, is by and among TPG OPERATING GROUP II, L.P., a Delaware limited partnership (“Acquiror”), AG Partner Investments, L.P., a Delaware limited partnership (“API”), Alabama Investments (Parallel), LP, a Delaware limited partnership (“New API II”), AG GP, LLC, a Delaware limited liability company (the “API GP”), solely in its capacity as the representative of the API Entities and the Alabama Partners (the “API Representative”), the undersigned limited partner of API (the “Partner”) and, solely for purposes of Section 2(i), Angelo, Gordon & Co., L.P., a Delaware limited partnership (“Alabama Co”).
MASTER CONTRIBUTION AGREEMENTMaster Contribution Agreement • March 29th, 2022 • TPG Inc. • Investment advice • Delaware
This MASTER CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of 11:46 p.m. New York time on December 31, 2021 (the “Effective Date”), by and among:
AMENDMENT NO. 2 TO TRANSACTION AGREEMENTTransaction Agreement • November 2nd, 2023 • TPG Inc. • Investment advice
This Amendment No. 2 to Transaction Agreement (this “Amendment”) is entered into as of October 31, 2023, by and among TPG Operating Group II, L.P., a Delaware limited partnership (“Acquiror”) and AG GP, LLC, a Delaware limited liability company, as the API Representative (the “API Representative” or “API GP”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Transaction Agreement (as defined below).
REORGANIZATION AGREEMENT dated December 31, 2021 BY AND AMONG TPG HOLDINGS I, L.P., TPG HOLDINGS II, L.P., TPG HOLDINGS III, L.P., TPG GROUP ADVISORS (CAYMAN), INC., TPG GROUP ADVISORS (CAYMAN), LLC, TPG GROUP HOLDINGS (SBS) ADVISORS, INC., TPG GROUP...Reorganization Agreement • December 16th, 2021 • TPG Partners, LLC • Investment advice • Delaware
This REORGANIZATION (this “Agreement”) is entered into on December 31, 2021 (the “Effective Date”), by and among TPG Holdings I, L.P., a Delaware limited partnership (“TPG Holdings I”), TPG Holdings II, L.P., a Delaware limited partnership (“TPG Holdings II”), TPG Holdings III, L.P., a Delaware limited partnership (“TPG Holdings III”), TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“TPG Group Holdings (SBS) Advisors Inc.”), TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company (“TPG Group Holdings (SBS) Advisors LLC”), TPG Partner Holdings Advisors, Inc., a Delaware corporation (“TPG Partner Holdings Advisors”), TPG Group Advisors (Cayman), LLC, a Cayman Islands limited liability company (“TPG Group Advisors LLC”), TPG Group Advisors (Cayman), Inc., a Cayman Islands corporation (“TPG Group Advisors”), David Bonderman, James Coulter, Jon Winkelried (“JW”), and TPG GP A, LLC, a Delaware limited liability company (“TPG GP A”). Each of the parties h
Annex A Form Vintage Share Award Grant Agreement Exhibit A-1 [Carried Interest Recipient Guarantees] Exhibit A-2 Accredited Investor Eligibility Representations Annex B Form Investment-Specific Award Letter Exhibit B-1 Schedule of Funds Exhibit B-2...Share Award Grant Agreement • February 23rd, 2024 • TPG Inc. • Investment advice • Delaware
This GRANT AGREEMENT (the “Agreement”) is effective, with respect to each grant of Vintage Shares set forth on the Partner signature page to this Agreement under the caption “Series” (each a “Series”), as of the date set forth on the Partner signature page to this Agreement with respect to such Vintage Shares under the caption “Grant Date” (for each Series, the “Grant Date”), and is between the limited partnership set forth on the Partner signature page to this Agreement with respect to such Vintage Shares under the caption “Partnership” (for each Series, the “Partnership”) and the undersigned (the “Partner”). If the undersigned includes an entity, “Partner” means both such undersigned entity and the undersigned related individual.
TRANSACTION AGREEMENT by and among TPG OPERATING GROUP II, L.P. TPG GP A, LLCTransaction Agreement • May 15th, 2023 • TPG Inc. • Investment advice
This TRANSACTION AGREEMENT, dated as of May 14, 2023, is by and among TPG Operating Group II, L.P., a Delaware limited partnership (“Acquiror”), TPG GP A, LLC, a Delaware limited liability company (“Tennessee GP”), TPG Inc., a Delaware corporation (“PubCo” and, together with Acquiror and Tennessee GP, the “Acquiror Parties” and each of them, an “Acquiror Party”), Angelo, Gordon & Co., L.P., a Delaware limited partnership (“Alabama OpCo”), AG Funds, L.P., a Delaware limited partnership (“Alabama CarryCo”), AG Partner Investments, L.P., a Delaware limited partnership (“API”), AG GP, LLC, a Delaware limited liability company (the “API GP” and together with Alabama OpCo, Alabama CarryCo and API, the “Companies” and each of them, a “Company”), Alabama Investments (Parallel) Founder A LP, a Delaware limited partnership (“Founder Holdings A”), Alabama Investments (Parallel) Founder G LP, a Delaware limited partnership (“Founder Holdings G”), Alabama Investments (Parallel) LP, a Delaware limit
INVESTOR RIGHTS AGREEMENT dated [●] AMONG TPG INC., TPG OPERATING GROUP I, L.P., TPG OPERATING GROUP II, L.P., TPG OPERATING GROUP III, L.P., TPG GROUP HOLDINGS (SBS), L.P., TPG NEW HOLDINGS, LLC, TPG PARTNER HOLDINGS, L.P., THE OTHER TPG FEEDER...Investor Rights Agreement • December 16th, 2021 • TPG Partners, LLC • Investment advice • Delaware
This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into on [●], by and among (i) TPG Inc., a Delaware corporation (the “Issuer”), (ii) TPG Operating Group I, L.P., a Delaware limited partnership (“TPG OG I”), (iii) TPG Operating Group II, L.P., a Delaware limited partnership (“TPG OG II”), (iv) TPG Operating Group III, L.P., a Delaware limited partnership, (“TPG OG III”, collectively with TPG OG I and TPG OG II, “TPG OG Partnerships”, and each, a “TPG OG Partnership”) (v) TPG Group Holdings (SBS), L.P., a Delaware Limited Partnership (“TPG Group Holdings”), (vi) TPG New Holdings, LLC, a Delaware limited liability company (“TPG Holdings”), (vii) TPG Partner Holdings, L.P., a Delaware limited partnership (“Partner Holdings”), (viii) the Other TPG Feeder Partnerships, (ix) each holder of equity securities in the Issuer or the TPG OG Partnerships identified on the signature pages hereto as a “Limited Partner”, (x) each holder of equity securities in either the Issuer or the TPG O
PERFORMANCE EARNINGS AGREEMENTPerformance Earnings Agreement • March 29th, 2022 • TPG Inc. • Investment advice • Delaware
This PERFORMANCE EARNINGS AGREEMENT (this “Agreement”) is dated as of December 31, 2021 by and among Tarrant Remain Co I, L.P., a Delaware limited partnership (“RemainCo I”), Tarrant Remain Co II, L.P., a Delaware limited partnership (“RemainCo II”), Tarrant Remain Co III, L.P., a Delaware limited partnership (“RemainCo III” and, together with RemainCo I and RemainCo II, the “RemainCo Partnerships” and, each, a “RemainCo Partnership”), TPG Holdings I, L.P., a Delaware limited partnership (“TPG OG I”), TPG Holdings II, L.P., a Delaware limited partnership (“TPG OG II”), and TPG Holdings III, L.P., a Delaware limited partnership (“TPG OG III” and, together with TPG OG I and TPG OG II, the “TPG OG Partnerships” and, each, a “TPG OG Partnership”) and TPG Partners, LLC, a Delaware limited partnership (“PubCo”).
AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • November 2nd, 2023 • TPG Inc. • Investment advice • Delaware
This AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Agreement”), dated as of November 1, 2023 (the “Effective Date”), is by and among TPG Inc., a Delaware corporation (“PubCo”), TPG OpCo Holdings, L.P., a Delaware limited partnership (the “Buyer”), TPG Operating Group I, L.P., a Delaware limited partnership (“TPG OG I”), TPG Operating Group II, L.P., a Delaware limited partnership (“TPG OG Partnership”), TPG Operating Group III, L.P., a Delaware limited partnership (“TPG OG III”), each TPG OG Limited Partner (as defined below) from time to time party to this Agreement and each Indirect TPG OG Limited Partner (as defined below) from time to time party to this Agreement.
TPG INC. OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTAward Agreement • February 23rd, 2024 • TPG Inc. • Investment advice • Delaware
THIS AWARD AGREEMENT (this “Agreement”) is effective as of the Grant Date (shown above) and evidences an Award granted by TPG Inc., a Delaware corporation (the “Company” and together with its Affiliates, “TPG”), to Jon Winkelried, (the “Participant”) pursuant to the TPG Inc. Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”), which is incorporated in and made a part of this Agreement by reference. Capitalized terms not defined in this Agreement have the meanings set forth in the Plan.
FOUNDER NET SETTLEMENT AGREEMENTFounder Net Settlement Agreement • March 29th, 2022 • TPG Inc. • Investment advice • Delaware
This FOUNDER NET SETTLEMENT AGREEMENT (this “Agreement”) is entered into as of December 31, 2021 (the “Effective Date”), by and among David Bonderman (“DB”), James G. Coulter (“JC”), TPG Europe, LLC, a Delaware limited liability company (“TPG Europe I”), TPG Europe II, LLC, a Delaware limited liability company (“TPG Europe II”), BondCo, Inc., a Texas corporation (“BondCo”), CoulCo, Inc., a Texas corporation (“CoulCo”), TPG Holdings II Sub, L.P., a Delaware limited partnership (“H2Sub”), TPG Global Advisors, LLC, a Delaware limited liability company (“TPG Global Advisors”), TPG Global LLC, a Delaware limited liability company (“TPG Global”), TPG International, LLC, a Delaware limited liability company (“TPG International”) and Tarrant Capital, LLC, a Delaware limited liability company (“Tarrant Capital”).
FORM OF STRATEGIC INVESTOR TRANSFER AGREEMENTStrategic Investor Transfer Agreement • December 16th, 2021 • TPG Partners, LLC • Investment advice • Delaware
STRATEGIC INVESTOR TRANSFER AGREEMENT (this “Agreement”) dated as of [•] (the “Effective Date”), by and among TPG Partners, LLC, a Delaware limited liability company, TPG LPCo-2, LLC, a Delaware limited liability company, TPG Operating Group I, L.P., a Delaware limited partnership formerly known as TPG Holdings I, L.P. (“TPG OG I”), TPG Operating Group II, L.P., a Delaware limited partnership formerly known as TPG Holdings II, L.P. (“TPG OG II”), TPG Operating Group III, L.P., a Delaware limited partnership formerly known as TPG Holdings III, L.P. (“TPG OG III”, and together with TPG OG I and TPG OG II, collectively, the “TPG OG Partnerships”, and together with PubCo (as defined below) and LPCo-2 (as defined below), the “TPG Parties”), [[•], a [•] and holder of Common Units in TPG OG I (“Investor I”), [•], a [•] [and holder of [Common Units in TPG OG II][and holder of stock of a Delaware corporation that is the holder of Common Units in TPG OG II] (“Investor II” [or “Blocker Shareholde
FOUNDER EXCHANGE AGREEMENTFounder Exchange Agreement • March 29th, 2022 • TPG Inc. • Investment advice • Delaware
This FOUNDER EXCHANGE AGREEMENT (this “Agreement”) is made as of January 12, 2022 (the “Effective Date”), by and among David Bonderman (“DB”), James G. Coulter (“JC”), BondCo, Inc., a Texas corporation (“BondCo”), CoulCo, Inc., a Texas corporation (“CoulCo”), TPG Holdings II Sub, L.P., a Delaware limited partnership (“H2Sub”), TPG GP Advisors, Inc., a Delaware corporation (“TPG GP Advisors”), TPG PEP GenPar Advisors, Inc., a Delaware corporation (“TPG TPEP Advisor”), TPG GP A, LLC, a Delaware limited liability company (“ControlCo”), New TPG GP Advisors, Inc., a Delaware corporation (“NewCo”), TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“TPG SBS Advisors”), TPG Partner Holdings Advisors, Inc., a Delaware corporation (“TPG Holdings Advisors”), TPG Inc., a Delaware corporation (“PubCo”).
FOUNDER EXCHANGE AGREEMENTFounder Exchange Agreement • December 23rd, 2021 • TPG Partners, LLC • Investment advice • Delaware
This FOUNDER EXCHANGE AGREEMENT (this “Agreement”) is made as of January [•], 2022 (the “Effective Date”), by and among David Bonderman (“DB”), James G. Coulter (“JC”), BondCo, Inc., a Texas corporation (“BondCo”), CoulCo, Inc., a Texas corporation (“CoulCo”), TPG Holdings II Sub, L.P., a Delaware limited partnership (“H2Sub”), TPG GP Advisors, Inc., a Delaware corporation (“TPG GP Advisors”), TPG PEP GenPar Advisors, Inc., a Delaware corporation (“TPG TPEP Advisor”), TPG GP A, LLC, a Delaware limited liability company (“ControlCo”), New TPG GP Advisors, Inc., a Delaware corporation (“NewCo”), TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“TPG SBS Advisors”), TPG Partner Holdings Advisors, Inc., a Delaware corporation (“TPG Holdings Advisors”), TPG Inc., a Delaware corporation (“PubCo”).
AMENDMENT NO. 3 TO TRANSACTION AGREEMENTTransaction Agreement • May 8th, 2024 • TPG Inc. • Investment advice
This Amendment No. 3 to Transaction Agreement (this “Amendment”) is entered into as of March 13, 2024, by and among TPG Operating Group II, L.P., a Delaware limited partnership (“Acquiror”), and API Representative, LLC, a Delaware limited liability company, as the API Representative (the “API Representative”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Transaction Agreement (as defined below).
December 15, 2021Letter Agreement • December 16th, 2021 • TPG Partners, LLC • Investment advice • Delaware
This letter agreement (this “Agreement”) is prepared in light of your recent appointment as Vice Chairman of TPG Global LLC (“TPG Global,” and together with TPG Partners, LLC (and, following its incorporation, TPG Inc., “TPG Inc.”), TPG Partner Holdings, L.P. (“TPH”) and each of their respective affiliates, if any, whose agreement to be bound hereby is necessary to the effectuate the intent hereof, (which effectuation will be implemented and administered by TPG Global), collectively, the “TPG Entities”) to set out certain agreements between you and TPG Global LLC. This Agreement is effective upon the date first written above (the “Effective Date”). All capitalized terms used herein and not otherwise defined are as defined in Section 3 of this Agreement.
