SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of TPG OPERATING GROUP II, L.P. Dated as of November 1, 2023Limited Partnership Agreement • February 23rd, 2024 • TPG Inc. • Investment advice • Delaware
THIS SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (as amended from time to time, this “Agreement”) of TPG OPERATING GROUP II, L.P., a Delaware limited partnership (the “Partnership”), dated as of November 1, 2023 (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.
TPG INC. 2021 OMNIBUS INCENTIVE PLAN FORM OF PERFORMANCE RESTRICTED STOCK UNIT AGREEMENTPerformance Restricted Stock Unit Agreement • February 23rd, 2024 • TPG Inc. • 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.
TPG INC. 2021 OMNIBUS INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 23rd, 2024 • TPG Inc. • 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.
PARTNER ACKNOWLEDGMENT AND JOINDER AGREEMENTPartner Acknowledgment and Joinder Agreement • February 23rd, 2024 • TPG Inc. • Investment advice
This PARTNER ACKNOWLEDGMENT AND JOINDER AGREEMENT (this “Agreement”), dated as of May 14, 2023, is by and among TPG OPERATING GROUP II, L.P., a Delaware limited partnership (“Acquiror”), AG Partner Investments, L.P., a Delaware limited partnership (“API”), Alabama Investments (Parallel), LP, a Delaware limited partnership (“New API II”), AG GP, LLC, a Delaware limited liability company (the “API GP”), solely in its capacity as the representative of the API Entities and the Alabama Partners (the “API Representative”), the undersigned limited partner of API (the “Partner”) and, solely for purposes of Section 2(i), Angelo, Gordon & Co., L.P., a Delaware limited partnership (“Alabama Co”).
Annex A Form Vintage Share Award Grant Agreement Exhibit A-1 [Carried Interest Recipient Guarantees] Exhibit A-2 Accredited Investor Eligibility Representations Annex B Form Investment-Specific Award Letter Exhibit B-1 Schedule of Funds Exhibit B-2...Vintage Share Award Grant Agreement • February 23rd, 2024 • TPG Inc. • Investment advice • Delaware
This GRANT AGREEMENT (the “Agreement”) is effective, with respect to each grant of Vintage Shares set forth on the Partner signature page to this Agreement under the caption “Series” (each a “Series”), as of the date set forth on the Partner signature page to this Agreement with respect to such Vintage Shares under the caption “Grant Date” (for each Series, the “Grant Date”), and is between the limited partnership set forth on the Partner signature page to this Agreement with respect to such Vintage Shares under the caption “Partnership” (for each Series, the “Partnership”) and the undersigned (the “Partner”). If the undersigned includes an entity, “Partner” means both such undersigned entity and the undersigned related individual.
TPG INC. OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 23rd, 2024 • TPG Inc. • 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 Jon Winkelried, (the “Participant”) pursuant to the TPG Inc. Omnibus Equity 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.
