0001193125-16-508783 Sample Contracts

TARGA RESOURCES CORP. (as Issuer) and Computershare Inc. and Computershare Trust Company, N.A. (as Warrant Agent) Warrant Agreement Dated as of March 16, 2016 Warrants Exercisable for Shares of Common Stock or Cash
Warrant Agreement • March 17th, 2016 • Targa Resources Corp. • Natural gas transmission • Delaware

WARRANT AGREEMENT, dated as of March 16, 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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REGISTRATION RIGHTS AGREEMENT among TARGA RESOURCES CORP. and THE PURCHASERS NAMED ON SCHEDULE A HERETO
Registration Rights Agreement • March 17th, 2016 • Targa Resources Corp. • Natural gas transmission • Delaware

This REGISTRATION RIGHTS AGREEMENT, dated as of March 16, 2016 (this “Agreement”) is entered into by and among TARGA RESOURCES CORP., a Delaware corporation (including such Person’s successors by merger, acquisition, reorganization or otherwise, the “Company”), and each of the Persons set forth on Schedule A hereto (the “Purchasers”).

BOARD REPRESENTATION AND OBSERVATION RIGHTS AGREEMENT
Board Representation and Observation Rights Agreement • March 17th, 2016 • Targa Resources Corp. • Natural gas transmission • Delaware

THIS BOARD REPRESENTATION AND OBSERVATION RIGHTS AGREEMENT, dated as of March 16, 2016 (this “Agreement”), is entered into by and among Targa Resources Corp., a Delaware corporation (the “Company”), and Stonepeak Target Holdings LP (“Stonepeak” or the “Purchaser”). The Company and the Purchaser are herein referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Series A Preferred Stock Purchase Agreement, dated as of February 18, 2016 (as amended by Amendment No. 1 thereto dated March 3, 2016 and by Amendment No. 2 thereto dated March 15, 2016), by and among the Company and the Purchaser (the “Purchase Agreement”).

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