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
