Master Contribution Agreement, dated as of December 31, 2021, among TPG Holdings I, L.P., TPG Holdings II, L.P., TPG Holdings III, L.P., Tarrant Remain Co I, L.P., Tarrant Remain Co II, L.P., Tarrant Remain Co III, L.P. and each of the other persons party thereto

 

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:

(A) TPG Holdings I, L.P., a Delaware limited partnership (“TPG OG I”), TPG Holdings II, L.P., a Delaware limited partnership (“TPG OG II”), TPG Holdings III, L.P., a Delaware limited partnership (“TPG OG III”, and together with TPG OG I and TPG OG II, “TPG OG Partnerships”);

(B) each entity listed under the column labeled “Transferor” on Schedule A hereto (each a “Transferor”); and

(C) 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, “RemainCo Partnerships”).

WHEREAS, the TPG OG Partnerships and RemainCo Partnerships are party to that certain Performance Earnings Agreement, dated as of the date hereof (the “Performance Earnings Agreement”), pursuant to which the TPG OG Partnerships have agreed to contribute to the RemainCo Partnerships certain limited partnership interests including the associated rights to certain distributions of Carried Interest (as defined in the Performance Earnings Agreement) in respect of the Identified Funds (as defined in the Performance Earnings Agreement) formed before the date thereof and the obligations to make certain contributions in respect of Clawback Obligations (as defined in the Performance Earnings Agreement, the “Clawback Obligations”) of such Identified Funds;

WHEREAS, the limited partnership agreements of certain of the Underlying Entities listed under the column labeled “Underlying Entity” on Schedule A (to the extent such Underlying Entities are limited partnerships) were amended pursuant to that certain Omnibus Amendment to GenPar Limited Partnership Agreements, dated as of the date hereof, pursuant to which each such general partnership interest was divided into a limited partnership interest and a general partnership interest, in advance of the contribution of such limited partnership interest pursuant to this Agreement;

WHEREAS, prior to the Effective Date, TPG Holdings II Sub, L.P. has distributed certain of its assets to TPG OG II;

 

WHEREAS, each TPG OG Partnership owns, directly or indirectly, interests in the Underlying Entity listed opposite to such TPG OG Partnership’s name under the column labeled “Underlying Entity” on Schedule A that consist of a limited partner interest, a limited liability company interest or other similar equity interest in the Underlying Entity and/or capital commitments or contributions in respect of the Underlying Entity made by such TPG OG Partnership, directly or indirectly, in the Underlying Entity (each such interest, a “Contributed Interest”);

WHEREAS, each Transferor is wholly owned by one of the TPG OG Partnerships and disregarded as an entity separate from such TPG OG Partnership for U.S. federal income tax purposes;

WHEREAS, each TPG OG Partnership wishes to contribute the applicable Contributed Interest to the RemainCo Partnership listed opposite the name of such Contributed Interest on Schedule A effective as of the Effective Date (the “Contributions”);

WHEREAS, each Transferor, at the direction of the applicable TPG OG Partnership, wishes to effect the Contributions by transferring the applicable Contributed Interest to the respective RemainCo Partnership to the extent that such transfer has not been effected or will not be effected by certain other transfer documentation;

WHEREAS, each RemainCo Partnership wishes to accept the contribution and transfer of the applicable Contributed Interests and to be bound by the terms of the underlying organizational documents related to such Contributed Interests; and

WHEREAS, in connection with and immediately after the Contribution, each RemainCo Partnership desires to assume, subject to the terms and conditions hereof, all of the payment obligations of the applicable TPG OG Partnership or Transferor with respect to such TPG OG Partnership’s or Transferor’s liability for any “imputed underpayment,” as the term defined in Section 6225 of the Internal Revenue Code of 1986 (the “Code”) (together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder, and published administrative interpretations thereof, and any comparable provisions of state or local tax law) attributable to each Contributed Asset (the “Assumed BBA Liability”).

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Contributions. As of the Effective Date, each TPG OG Partnership hereby contributes, and the applicable Transferor transfers (to the extent that such transfer has not been effected or will not be effected by certain other transfer documentation), the applicable Contributed Interests to the applicable RemainCo Partnership, and each RemainCo Partnership hereby accepts the applicable Contributed Interests from the applicable TPG OG Partnership and Transferor.

Section 2. Assumption of Certain Liabilities by RemainCo Partnerships. As of the Effective Date, each RemainCo Partnership hereby assumes the respective Assumed BBA Liability and applicable Clawback Obligations (subject to the terms and conditions set forth in the Performance Earnings Agreement).

 

Section 3. Intended Tax Treatment. The parties hereto intend that the Contributions (when taken together with the distributions of the interests in the RemainCo Partnership by the TPG OG Partnerships to be effected after the Contributions) be treated as a division of a partnership under Section 708 of the Internal Revenue Code of 1986, as amended (the “Code”), pursuant to which (a) TPG Holdings I is the “divided partnership,” RemainCo I is the “recipient partnership” and each of TPG Holdings I and RemainCo I are the “continuation” of TPG Holdings I, (b) TPG Holdings II is the “divided partnership,” RemainCo II is the “recipient partnership” and each of TPG Holdings II and RemainCo II are the “continuation” of TPG Holdings II, and (c) TPG Holdings III is the “divided partnership,” RemainCo III is the “recipient partnership” and each of TPG Holdings III and RemainCo III are the “continuation” of TPG Holdings III (such intended tax treatment described above, the “Intended Tax Treatments”). The parties hereto will file all U.S. federal income tax returns in a manner consistent with the Intended Tax Treatments to the extent permitted by law.

Section 4. Further Assurances. The parties to this Agreement shall cooperate and use all of their respective best efforts to take or cause to be taken all appropriate actions and do, or cause to be done, all things necessary or appropriate to consummate and make effective the Contributions contemplated by this Agreement, including assumption of obligations in respect of any Contributed Interest to the extent the ownership or assignment of such Contributed Interest requires the assumption of applicable obligations.

Section 5. Governing Law. This Agreement and any claims arising out of this Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the conflicts of law rules of such state.

Section 6. Amendment. This Agreement may not be amended or modified in any manner except by a written agreement executed by each of the parties hereto.

Section 7. Wrong Pockets. If following the Contributions, a party shall receive or otherwise possess any asset or interest that should belong to the other party pursuant to this Agreement, such party shall promptly transfer, or cause to be transferred, such asset to the other party so entitled thereto at no cost. In furtherance of the foregoing, each party agrees to forward or remit to the other party any payments received by such party on account of any asset or interest that should belong to the other party. Prior to any transfer pursuant to this Section 7, the party then holding or possessing such asset or interest shall hold such asset or interest in trust for such other party.

Section 8. Indemnification of TPG OG Partnerships.

(a) RemainCo I shall indemnify and hold harmless TPG Holdings I, its affiliates and each of their respective officers, directors, employees and agents (collectively, the “TPG Holdings I Covered Parties”), from and against any claim, action, loss, liability, expense (including reasonable attorneys’ fees), damage, tax, judgment, fine and penalty incurred by TPG Holdings I Covered Parties to the extent related to the applicable Contributed Interests or the related Assumed BBA Liability.

(b) RemainCo II shall indemnify and hold harmless TPG Holdings II, its affiliates and each of their respective officers, directors, employees and agents (collectively, the “TPG Holdings II Covered Parties”), from and against any claim, action, loss, liability, expense (including reasonable attorneys’ fees), damage, tax, judgment, fine and penalty incurred by TPG Holdings II Covered Parties to the extent related to the applicable Contributed Interests or the related Assumed BBA Liability.

(c) RemainCo III shall indemnify and hold harmless TPG Holdings III, its affiliates and each of their respective officers, directors, employees and agents (collectively, the “TPG Holdings III Covered Parties”), from and against any claim, action, loss, liability, expense (including reasonable attorneys’ fees), damage, tax, judgment, fine and penalty incurred by TPG Holdings III Covered Parties to the extent related to the applicable Contributed Interests or the related Assumed BBA Liability.

Section 9. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed to constitute an original of the same Agreement, and all of which together shall constitute one single Agreement, which shall be effective upon the execution hereof by parties hereto. A complete set of counterparts shall be made available to each party.

 

IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date.