X0206 3 2016-07-21 0 0001455684 TPI COMPOSITES, INC TPIC 0001357869 ANGELENO INVESTORS II L P 2029 CENTURY PARK EAST, SUITE 2980 LOS ANGELES CA 90067 0 0 1 0 0001402674 ANGELENO GROUP MANAGEMENT II, LLC 2029 CENTURY PARK EAST, SUITE 2980 LOS ANGELES CA 90067 0 0 1 0 0001402671 ANGELENO GROUP, LLC 2029 CENTURY PARK EAST, SUITE 2980 LOS ANGELES CA 90067 0 0 1 0 Series A Convertible Preferred Stock Common Stock 1501455 D Series B Convertible Preferred Stock Common Stock 223767 D Series B-1 Convertible Preferred Stock Common Stock 351460 D Series C Convertible Preferred Stock Common Stock 1449049 D Senior Redeemable Preferred Stock Common Stock 809123 D Super Senior Redeemable Preferred Stock Common Stock 404562 D Series B Warrants 8748.81 Series B Convertible Preferred Stock 16.5737 D Common Warrants 9.35 Common Stock 16042 D Subordinated Convertible Promissory Note 11.00 Common Stock 107975 D These securities are convertible at any time into shares of the Issuer's Common Stock at the holder's election and automatically convert, upon the closing of the Issuer's initial public offering, into the number of shares of Common Stock shown in column 3 above. These securities do not have an expiration date. These securities are held directly by Angeleno Investors II, L.P. Angeleno Group Management II, LLC is the General Partner of Angeleno Investors II, L.P. and Angeleno Group LLC is the Managing Member of Angeleno Group Management II, LLC. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") except to the extent of its pecuniary interest therein, if any. These securities are exercisable for Series B Convertible Preferred Stock and are deemed automatically exercised immediately prior to the closing of the Issuer's initial underwritten public offering of Common Stock pursuant to a registration statement on Form S-1, which public offering has been declared effective by the SEC. These securities are exercisable for a period ending upon the earliest to occur of (i) seven (7) years after the Effective Date, (ii) the date of the Issuer's initial public offering, or (iii) the date of a merger event, as defined therein. These securities are exercisable for Common Stock at any time until the earlier of (i) December 29, 2022, (ii) two (2) years following the effective date of the Issuer's initial public offering, or (iii) the date of a merger event, as defined therein. These securities are exercisable (a) immediately prior to the completion of any Change of Control or Qualified Initial Public Offering, or (b) at the election of the Reporting Person, at any time after the occurrence of an event of default, and are convertible into shares of Issuer common stock at a conversion price equal to the public offering price per share. /s/ Steven G. Fishbach, Attorney-in-Fact for Angeleno Investors II, L.P. 2016-07-21 /s/ Steven G. Fishbach, Attorney-in-Fact for Angeleno Group Management II, LLC 2016-07-21 /s/ Steven G. Fishbach, Attorney-in-Fact for Angeleno Group, LLC 2016-07-21