SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of TPG OPERATING GROUP III, L.P. Dated as of January 12, 2022Limited Partnership Agreement • March 29th, 2022 • TPG Inc. • Investment advice • Delaware
December 15, 2021 Jon Winkelried Dear Jon:TPG Inc. • March 29th, 2022 • 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 • March 29th, 2022 • TPG Inc. • 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 January 12, 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”).
TPG INC. 2021 OMNIBUS INCENTIVE PLAN FORM OF PERFORMANCE RESTRICTED STOCK UNIT AGREEMENTPerformance Restricted Stock Unit Agreement • March 29th, 2022 • 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.
December 15, 2021 David Bonderman Dear David:TPG Inc. • March 29th, 2022 • 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.”
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 January 12, 2022Tax Receivable Agreement • March 29th, 2022 • TPG Inc. • Investment advice • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of January 12, 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”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • March 29th, 2022 • TPG Inc. • Investment advice • Delaware
This ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is entered into on and effective as of December 31, 2021 (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”).
TPG INC. 2021 OMNIBUS INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 29th, 2022 • 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 AGREEMENT—DIRECTORRestricted Stock Unit Agreement • March 29th, 2022 • 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.
MASTER CONTRIBUTION AGREEMENTMaster Contribution Agreement • March 29th, 2022 • TPG Inc. • 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:
PERFORMANCE EARNINGS AGREEMENTPerformance Earnings Agreement • March 29th, 2022 • TPG Inc. • 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”).
FOUNDER NET SETTLEMENT AGREEMENTFounder Net Settlement Agreement • March 29th, 2022 • TPG Inc. • 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 • March 29th, 2022 • TPG Inc. • Investment advice • Delaware
This FOUNDER EXCHANGE AGREEMENT (this “Agreement”) is made as of January 12, 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”).
EXCHANGE AGREEMENTExchange Agreement • March 29th, 2022 • TPG Inc. • Investment advice • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of January 12, 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.
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 • March 29th, 2022 • TPG Inc. • 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 January 12, 2022 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...Investor Rights Agreement • March 29th, 2022 • TPG Inc. • 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
