X0306 4 2016-07-27 0 0001455684 TPI COMPOSITES, INC TPIC 0001241831 DEUTCH PHILIP J 1700 K STREET NW, SUITE 750 WASHINGTON DC 20006 1 0 1 0 Common Stock 2016-07-27 4 C 0 3800316 A 3800316 I See Footnote Series A Convertible Preferred Stock 2016-07-27 4 C 0 2014.3876 0.00 D Common Stock 2536242 0 I See Footnote Series B Convertible Preferred Stock 2016-07-27 4 C 0 171.4518 0.00 D Common Stock 219954 0 I See Footnote Series B-1 Convertible Preferred Stock 2016-07-27 4 C 0 205.7422 0.00 D Common Stock 372135 0 I See Footnote Series C Convertible Preferred Stock 2016-07-27 4 C 0 327.0744 0.00 D Common Stock 386413 0 I See Footnote Senior Redeemable Preferred Stock 2016-07-27 4 C 0 60 0.00 D Common Stock 285572 0 I See Footnote This transaction represents the total number of shares of Common Stock of the Issuer (the "Issuer Common Stock") received upon the conversion of the Issuer's Series A Convertible Preferred Stock (the "Series A Shares"), Series B Convertible Preferred Stock (the "Series B Shares"), Series B-1 Convertible Preferred Stock (the "Series B-1 Shares"), Series C Convertible Preferred Stock (the "Series C Shares"), and Senior Redeemable Preferred Stock (the "Senior Shares"). The Series A Shares, Series B Shares, Series B-1 Shares, Series C Shares and Senior Shares are collectively referred to herein as the "Preferred Shares". See Footnotes 3, 4, 5, 6 and 7 for the conversion ratios of the classes of Preferred Shares. These securities are held of record by NGP Energy Technology Partners, L.P. ("NGP LP"). NGP ETP, L.L.C. ("NGP ETP") is the general partner of NGP LP and Energy Technology Partners, L.L.C. ("ETP LLC") is the manager of NGP ETP. The Reporting Person is the manager of ETP LLC and may be deemed to share voting and investment power with respect to all shares held by NGP LP. 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. The Series A Shares automatically converted into Issuer Common stock on an approximately 1,259.06-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series A Shares were convertible at any time at the election of the Reporting Person and had no expiration date. The Series B Shares automatically converted into Issuer Common stock on an approximately 1,282.90-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series B Shares were convertible at any time at the election of the Reporting Person and had no expiration date The Series B-1 Shares automatically converted into Issuer Common stock on an approximately 1,808.75-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series B-1 Shares were convertible at any time at the election of the Reporting Person and had no expiration date. The Series C Shares automatically converted into Issuer Common stock on an approximately 1,181.41-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series C Shares were convertible at any time at the election of the Reporting Person and had no expiration date. The Senior Shares automatically converted into Issuer Common stock on an approximately 4,759.60-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Senior Shares were convertible at any time at the election of the Reporting Person and had no expiration date. /s/ Steven G. Fishbach, Attorney-in-Fact 2016-07-29