X0206 3 2016-07-21 0 0001455684 TPI COMPOSITES, INC TPIC 0001309058 DeRosa Michael Lawrence THREE RADNOR CORP. CTR., SUITE 410 RADNOR PA 19087 1 0 1 0 Stock Option (Right to Buy) 10.8722 2025-05-29 Common Stock 18000 D Restricted Stock Units 0.00 Common Stock 2880 D Series B-1 Convertible Preferred Stock Common Stock 3903289 I See Note Series C Convertible Preferred Stock Common Stock 1449048 I See Note Senior Redeemable Preferred Stock Common Stock 1951415 I See Note Super Senior Redeemable Preferred Stock Common Stock 880517 I See Note Series B Warrants 8748.81 Series B Convertible Preferred Stock 69.7239 I See Note Common Warrants 9.35 Common Stock 72191 I See Note Subordinated Convertible Promissory Note 11.00 Common Stock 485887 I See Note 25% of these securities vest on the first anniversary of the effective date of the initial public offering of the Issuer, and 6.25% vest on each quarterly anniversary thereafter, such that 100% of the securities vest on the fourth anniversary of this offering; provided, that the Reporting Person continues to provide service to the Issuer through each applicable vesting date. All of the restricted stock units ("RSUs") vest on the first anniversary of the effective date of the initial public offering of the Issuer; provided, that the Reporting Person continues to provide service to the Issuer through the vesting date. The RSUs do not have an expiration date. Each RSU represents a contingent right to receive one share of Common Stock. All unvested RSUs will automatically expire upon Reporting Person's termination of service from the Issuer. 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 of record by Element Partners II, L.P. ("EP II") and Element Partners II Intrafund, L.P. ("Intrafund"). Element Partners II G.P., L.P. ("GP LP") is the general partner of both EP II and Intrafund, and Element II G.P., LLC ("GP LLC") is the general partner of GP LP. The Reporting Person is a designated director representative of EP II and Intrafund and a managing member of GP LLC and may be deemed to share voting and investment power with respect to all shares held by EP II and Intrafund. The Reporting Person 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 his pecuniary interest therein, if any. These securities are exercisable for Series B Convertible Preferred Stock and are deemed automatically exercised immediately before 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 and are exercisable 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 2016-07-21