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
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”).
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”).
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”).
MASTER CONTRIBUTION AGREEMENTMaster Contribution Agreement • December 23rd, 2021 • TPG Partners, LLC • 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:
