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”).
SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of TPG OPERATING GROUP II, L.P. Dated as of , 2022Limited Partnership Agreement • December 16th, 2021 • TPG Partners, LLC • Investment advice • Delaware
SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (as amended, this “Agreement”) OF TPG OPERATING GROUP II, L.P., a Delaware limited partnership (the “Partnership”), dated as of , 2022 (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.
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 Partners, LLC • December 16th, 2021 • 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”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TPG GP A, LLCLimited Liability Company Agreement • December 16th, 2021 • TPG Partners, LLC • Investment advice • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of TPG GP A, LLC (the “Company”) is effective and dated as of [•], 2022 (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 Partners, LLC, a Delaware limited liability company, to be converted to 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”).
December 15, 2021 David Bonderman Dear David:TPG Partners, LLC • December 16th, 2021 • 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.”
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 16th, 2021 • TPG Partners, LLC • 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”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • December 16th, 2021 • TPG Partners, LLC • Investment advice • Delaware
This ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is entered into on and effective as of (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”).
THE TPG INC. FORM OF RESTRICTED STOCK UNIT AGREEMENT—DIRECTOR 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.Restricted Stock Unit 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.
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.
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
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
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
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.
EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • December 16th, 2021 • TPG Partners, LLC • Investment advice • Texas
This agreement (this “Agreement”) is entered into as of November 13, 2021, by and between Kelvin L. Davis (“KLD”) and TPG Partner Holdings, L.P. (“TPH” and, together with various entities affiliated therewith, “TPG”).
EXCHANGE AGREEMENTExchange Agreement • December 16th, 2021 • TPG Partners, LLC • Investment advice • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2022 (the “Effective Date”), 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 II”), TPG Operating Group III, L.P., a Delaware limited partnership (“TPG OG III”, and together with TPG OG I and TPG OG II, collectively, the “TPG OG Partnerships”), 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.
