0000903423-11-000324 Sample Contracts

AGREEMENT TO TENDER Dated as of March 13, 2011
Agreement to Tender • June 27th, 2011 • TPG Group Holdings (SBS) Advisors, Inc. • New York

WHEREAS, TPG Specialty Lending, Inc. (the “Company”) issued 1,000 shares of its common stock, par value $0.01 per share (the “Common Stock”) to Tarrant Advisors, Inc. (“Tarrant”) on December 21, 2010 at $1.00 per share, for an aggregate purchase price of $1,000;

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AGREEMENT OF JOINT FILING
Joint Filing Agreement • June 27th, 2011 • TPG Group Holdings (SBS) Advisors, Inc.

This joint filing agreement (this “Agreement”) is made and entered into as of this 27th day of June 2011, by and among TPG Group Holdings (SBS) Advisors, Inc., Tarrant Capital Advisors, Inc., David Bonderman, James G. Coulter and Alan Waxman.

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