INDEMNIFICATION AGREEMENTIndemnification Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between TPI Composites, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENT To Purchase Shares of Preferred Stock of TPI COMPOSITES, INC. Dated as of [•] (the “Effective Date”)Warrant Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • Delaware
WHEREAS, TPI COMPOSITES, INC., a Delaware corporation, has entered into a Super Senior Redeemable Preferred Stock Purchase Agreement dated as of the date hereof (the “Purchase Agreement”) with [•], a Delaware limited partnership (the “Warrantholder”);
SUPPLY AGREEMENTSupply Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • New York
This SUPPLY AGREEMENT (“Agreement”) is entered into as of September 6, 2007 (“Effective Date”), by and between GENERAL ELECTRIC INTERNATIONAL, INC., a Delaware corporation, through its GE ENERGY BUSINESS, having a principal place of business at 4200 Wildwood Parkway, Atlanta, GA 30339 (“GEE” or “Buyer”), and TPI Iowa, LLC, a Delaware limited liability company, having a principal place of business at 373 Market Street, Warren, RI 02885 (“Seller”).
TPI COMPOSITES, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT June 17, 2010Investor Rights Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • Delaware
This THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 17, 2010, by and among TPI Composites, Inc., a Delaware corporation (the “Company”), the persons and entities set forth in the Schedule of Investors attached hereto as Exhibit A (as the same may be supplemented and amended from time to time as provided to herein) (each, an “Investor,” and together, the “Investors”).
FINANCING AGREEMENT Dated as of August 19, 2014 by and among TPI COMPOSITES, INC. AND EACH SUBSIDIARY OF TPI COMPOSITES, INC. LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, EACH SUBSIDIARY OF TPI COMPOSITES, INC. LISTED AS A...Financing Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • New York
Financing Agreement, dated as of August 19, 2014, by and among TPI Composites, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Highbridge Principal Strategies, LLC, a Delaware limited liability company (“Highbridge”), as collateral agent for the Lenders (in such capacity, together with its successors and assig
EMPLOYMENT AGREEMENTEmployment Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • Arizona
This Employment Agreement (“Agreement”) is between TPI Composites, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Executive”) and is made effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “IPO”), provided the IPO is consummated prior to [DATE], 2016 (the “Effective Date”).
GROUND LEASEGround Lease • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • New Mexico
THIS GROUND LEASE (“Lease”), dated as of April 2014 (the “Effective Date”), is made by and between Lanestone 1, LLC authorized to do business in the State of New Mexico (“Landlord”), and TPI Mexico, LLC, a Delaware limited liability company (“Tenant”), with respect to the following facts:
TPI COMPOSITES, INC. THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL, CO-SALE AND VOTING AGREEMENTVoting Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • Delaware
This THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL, CO-SALE AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 17, 2010 by and among TPI Composites, Inc., a Delaware corporation (the “Company”), each of the persons and/or entities listed on Exhibit A attached hereto (as the same may be supplemented and amended from time to time as provided to herein) (collectively, the “Investors”), and each of the persons and/or entities listed on Exhibit B attached hereto (as the same may be supplemented and amended from time to time as provided to herein) (collectively, the “Restricted Stockholders”). The Investors and the Restricted Stockholders are referred to collectively herein as the “Stockholders.”
Plant and Equipment Lease ContractTpi Composites, Inc • June 17th, 2016 • Engines & turbines
Upon mutual consensus, Party A and Party B reach the following contract in connection with lease of plant and equipment in accordance with the relevant laws and regulations. Both Party A and Party B shall comply with the terms and conditions hereof.
WARRANT AGREEMENT To Purchase Shares of Common Stock of TPI COMPOSITES, INC. Dated as of [•] (the “Effective Date”)Warrant Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • Delaware
WHEREAS, TPI COMPOSITES, INC., a Delaware corporation, has entered into a Note and Warrant Purchase Agreement dated as of the date hereof (the “Purchase Agreement”) with [•] (the “Warrantholder”);
R E C I T A L SLease Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • Chihuahua
NOW THEREFORE, in consideration of the foregoing Recitals and in agreement with the execution hereof, the Parties hereto agree as follows:
CONTRACT This Contract (this “Contract”) is made in Shanghai, People’s Republic of China (“PRC”), on this date of August 4, 2015 by and between TPI Composites (Taicang) Co. Ltd. with its legal address at No. 18 Dagang Road, Taicang Port Development...Contract • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines
status as an employee of the Company and as the Senior Vice President and General Manager - Asia Operations, shall terminate as of December 31, 2015, and thereafter for the remainder of the term Contract, Party B shall serve as a consultant to the Company advising to the Asia CEO of the Company on such matters as determined by the Asia CEO. 2015 12 31 2015 12 31 2015 12 31 2.2 Party B agrees that effective July 21, 2015] he no longer holds the position of Legal Representative and Executive Director of TPI Wind Power Blades (Dafeng) Co. Ltd.(“TPI Dafeng”). In addition, Party B agrees to handover the Company chop and the legal representative chop (bank chop) and bank keys of the Company and TPI Dafeng (as well as any additional other chops of the Company or TPI Dafeng) to the Company’s authorized representative Wayne G. Monie or other designated representative of the Company upon or prior to the signing of this Contract. Effective as of August 4, 2015, the Company acknowledges that i
ContractTpi Composites, Inc • June 17th, 2016 • Engines & turbines
Lease Contract : 201512001 Contract No.: 201512001 The Landlord: Jiangsu Erhuajie Energy Equipment Co., Ltd. (hereinafter referred to as “Party A”): Registered Address: No. 55, Changzhou Road, Dafeng Industrial Park, High-tech Zone of Changzhou, Dafeng City : Legal Representative of Party A: Hou Debao : The Lessee: TPI Wind Blade Dafeng Co., Ltd. (hereinafter referred to as “Party B”): 1 Registered Address: Building 1, West of Zhangzhou Road, North of Wei San Road, Dafeng Development Zone, Yancheng : Wayne G. Monie Legal Representative of Party B: Wayne G. Monie 55 On basis of equality, free-will, fairness and good faith through consultation, Party A and Party B hereby enter into this Contract in connection with the leasing of the industrial plant and related land located at No. 55, Changzhou Road, Dafeng Industrial Park, High-tech Zone of Changzhou, Dafeng City, Jiangsu Province (subject to the site and scope under the certificate of land use right held by Party A)_(hereinaf
TPI COMPOSITES, INC. SUPER SENIOR REDEEMABLE PREFERRED STOCK PURCHASE AGREEMENT JUNE 30, 2014Redeemable Preferred Stock Purchase Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • Delaware
This SUPER SENIOR REDEEMABLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of June 30, 2014, by and among TPI Composites, Inc., a Delaware corporation (the “Company”), the investors listed under the heading “Investors” on the Closing Schedule of Investors attached hereto as Exhibit A (the “Closing Schedule of Investors”) (such investors collectively, the “Investors”).
COMMENCEMENT DATE MEMORANDUMTpi Composites, Inc • June 17th, 2016 • Engines & turbines
THIS COMMENCEMENT DATE MEMORANDUM (this “Memorandum”) is made and entered into as of July 25, 2008 by and between OPUS NORTHWEST, L.L.C., as Landlord, and TPI IOWA, LLC, as Tenant.
ContractTpi Composites, Inc • June 17th, 2016 • Engines & turbines
Lease contract Contract No. ¡ 2015002 The landlord: Jiangsu Jianhao Transmission Machinery Co., Ltd (hereinafter referred to as “Party An) Address of Party A: 128 Changzhou Road, high-tech Zone of Changzhou, Dafeng Legal representative of Party A: Wu, JianJun The lessee: TPI Wind Blade Dafeng Co. ¡ALtd.(hereinafter referred to as “Party B”) Address of Party B: Building 1 Changzhou Road West side and Weisan Road North side, Dafeng Wayne G. Monie Legal representative of Party B: Wayne G. Monie On basis of equality, free-will, fairness and good faith through consultation ,Party A and Party B hereby legally enter into this Contract on subject matter of leasing the industry estate and related land located at 128 Changzhou Road in High-tech Zone of Changzhou in Dafeng City, Jiangsu Province (same site and scope as the land of use certificate, hereinafter referred to as ‘‘the premises” )in accordance with the Constitution of the People’,s Republic of China and relevant laws and regulations.
TPI COMPOSITES, INC. SENIOR REDEEMABLE PREFERRED STOCK PURCHASE AGREEMENT MARCH 24, 2011Senior Redeemable Preferred Stock Purchase Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • Delaware
This SENIOR REDEEMABLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 24, 2011, by and among TPI Composites, Inc., a Delaware corporation (the “Company”), the investors listed under the heading “Initial Investors” on the First Closing Schedule of Investors attached hereto as Exhibit A (the “First Closing Schedule of Investors”), certain investors who become a party hereto by executing and delivering a joinder agreement in the form attached hereto as Exhibit D (the “Joinder Agreement”) (each investor who becomes a party hereto after the date hereof, an “Additional Investor,” and collectively with the Initial Investors, the “Investors”), and GE Capital Equity Investments, Inc. (“GE”), provided, however, that for the sake of clarity, GE shall not be deemed either an “Additional Investor” or an “Investor” hereunder until such time as GE purchases from the Company all or any portion of the GE Share Allotment (as defined below) at the GE Closing (as defined below).
OFFICE LEASE AGREEMENT GAINEY CENTER II 8501 NORTH SOTTSDALE ROAD SUITE #280 SCOTTSDALE, ARIZONA 85258Office Lease Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • Arizona
LEASE BY AND BETWEEN TN REALTY, LLC AS LANDLORD d/b/a IN RHODE ISLAND AS TRUE NORTH REALTY, LLC AND COMPOSITE SOLUTIONS, INC., AS TENANT 373 Market Street Warren, Rhode IslandLease Modification and Extension Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines
THIS LEASE is dated as of September 30, 2004 by and between the Landlord and the Tenant named below, and is for the Building described below.
CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS INDICATED BY […***…]. SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines
This Settlement Agreement and Release (hereinafter “Agreement”) is made and entered into as of this 3rd day of June 2016, by and between Nordex SE, Langenhorner Chaussee 600, 22419 Hamburg, Germany on behalf of Nordex SE and any of its Affiliates (hereinafter “Nordex”), and TPI Composites, Inc., 8501 N. Scottsdale Road, Suite 100, Scottsdale, Arizona 85253, on behalf of itself, TPI Kompozit Kanat Sanayi ve Ticaret A.S., and its other Affiliates (hereinafter “TPI”). Nordex and TPI are referred to each individually as a “Party” and collectively as the “Parties”.
TPI COMPOSITES, INC. SUPER SENIOR REDEEMABLE PREFERRED STOCK PURCHASE AGREEMENT MAY 9, 2014Senior Redeemable Preferred Stock Purchase Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • Delaware
This SENIOR REDEEMABLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of May 9, 2014, by and among TPI Composites, Inc., a Delaware corporation (the “Company”), the investors listed under the heading “Investors” on the Closing Schedule of Investors attached hereto as Exhibit A (the “Closing Schedule of Investors”) (such investors collectively, the “Investors”).
Plant Lease ContractPlant Lease • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines
Upon mutual consensus, Party A and Party B hereby conclude the following Contract in connection with the legal lease of Party A’s use right of the industrial property located in No.1, Lugong Road, Taicang Port Economic and Technological Development Zone, Jiangsu Province in the principles of equality, voluntariness, justness and integrity:
ContractNordexsublease Agreementthis Sublease Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines
NORDEXSUBLEASE AGREEMENTThis SUBLEASE AGREEMENT (this “Sublease”) is made and entered into as of April24th, 2015 and shall be effective as of March 1, 2015 by and between TPI, Inc., a Delaware corporation (“Sublandlord”), and Nordex Energy GmbH, (“Subtenant”). WHEREAS, Ferreira Realty, LLC, a Rhode Island limited liability company(“Landlord”), and Sublandlord, as tenant, arc parties to a certain Lease dated as of I MAR ,2015 (“Master Lease”) pursuant to which Landlord is leasing to Sublandlord the vacant parcel of land being 42 feet wide by 144 feet long and being a portion of Plat I, Lot 4C in the town ofRehoboth, Massachusetts (the “Premises”), as more particularly described in the Master Lease, upon the terms and conditions contained therein. All capitalized terms used herein shall have the same meaning ascribed to them in the Master Lease unless otherwise defined herein. A copy of the Master Lease is attached hereto as Exhibit”A” and made a part hereof. WHEREAS, Sublandlord and S
