X0206 3 2016-07-21 0 0001455684 TPI COMPOSITES, INC TPIC 0001016697 GIOVACCHINI PAUL G 10 MILL POND LANE SIMSBURY CT 06070 1 0 1 0 Common Stock 3833049 I See Note Stock Option (Right to Buy) 10.8722 2025-05-29 Common Stock 18000 D Restricted Stock Units 0.00 Common Stock 2880 D Series A Convertible Preferred Stock Common Stock 411749 I See Note Series B Convertible Preferred Stock Common Stock 289459 I See Note Series B-1 Convertible Preferred Stock Common Stock 438291 I See Note Series C Convertible Preferred Stock Common Stock 193206 I See Note Senior Redeemable Preferred Stock Common Stock 190380 I See Note Common Warrant 9.35 Common Stock 72191 I See Note Subordinated Convertible Promissory Note 11.00 Common Stock 485887 I See Note These securities are held of record by Landmark Growth Capital Partners, L.P. ("LGCP") and Landmark IAM Growth Capital, L.P. ("Landmark IAM"). Landmark Growth Capital Partners, LLC ("LGCP LLC") is the general partner of both Landmark LGCP and Landmark IAM, and Landmark Equity Advisors, LLC ("LEA LLC") is the managing member of LGCP LLC. The Reporting Person has been designated as a representative to serve on the Issuer's board of directors by LEA LLC and is an advisor to LEA LLC. The Reporting Person may be deemed to share voting and investment power with respect to all shares held by LGCP and Landmark IAM. 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. 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 these securities vest on the fourth anniversary of this offering; provided, that the Reporting Person continues to provide service continuously to the Issuer through each applicable vesting date. All of the restricted stock units ("RSUs") vest on the first anniversary date 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 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