0001564590-16-018893 Sample Contracts

PURCHASE AGREEMENT
Registration Rights Agreement • May 10th, 2016 • Targa Resources Corp. • Natural gas transmission • Delaware

WARRANT AGREEMENT, dated as of March [__], 2016, between TARGA RESOURCES CORP., a Delaware corporation (as further defined below, the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”) and its subsidiary Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent”).

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Targa Resources Corp. Equity Compensation Plan
Targa Resources Corp. • May 10th, 2016 • Natural gas transmission • Texas
AMENDMENT NO. 1 TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • May 10th, 2016 • Targa Resources Corp. • Natural gas transmission • Delaware

This AMENDMENT NO. 1 (this “Amendment”) to that certain Series A Preferred Unit Purchase Agreement, dated as of March 11, 2016 (the “Agreement”), by and among TARGA RESOURCES CORP., a Delaware corporation (the “Company”), and the purchasers set forth therein (the “Purchasers”), is made as of March 15, 2016, by and between the Company and Stonepeak Target Upper Holdings LLC, a Delaware limited liability company (the “Additional Purchaser”). Capitalized terms used but not defined herein have the meanings given such terms in the Agreement.

AMENDMENT NO. 2 TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock • May 10th, 2016 • Targa Resources Corp. • Natural gas transmission • Delaware

This AMENDMENT NO. 2 (this “Amendment”) to that certain Series A Preferred Stock Purchase Agreement, dated as of February 18, 2016 (as amended by that certain Amendment No. 1 to Series A Preferred Stock Purchase Agreement, dated as of March 3, 2016, the “Agreement”), by and among TARGA RESOURCES CORP., a Delaware corporation (the “Company”), and Stonepeak Target Holdings LP, a Delaware limited partnership (the “Purchaser”), is made as of March 15, 2016, by and between the Company and the Purchaser. Capitalized terms used but not defined herein have the meanings given such terms in the Agreement.

TARGA RESOURCES CORP. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 10th, 2016 • Targa Resources Corp. • Natural gas transmission • New York

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) evidences an award made as of the ______________ (the “Date of Grant”) by TARGA RESOURCES CORP., a Delaware corporation (the “Company”), to ____________________ (the “Employee”).

AMENDMENT NO. 1 TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Purchase Agreement • May 10th, 2016 • Targa Resources Corp. • Natural gas transmission • Delaware

This AMENDMENT NO. 1 (this “Amendment”) to that certain Series A Preferred Unit Purchase Agreement, dated as of February 18, 2016 (the “Agreement”), by and among TARGA RESOURCES CORP., a Delaware corporation (the “Company”), and the purchasers set forth therein (the “Purchasers”), is made as of March 3, 2016, by and among the Company and the Purchasers. Capitalized terms used but not defined herein have the meanings given such terms in the Agreement.

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