A PRINCIPAL AMOUNT OF NOT
LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE
PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A,
SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR
(II) TO AN INSTITUTION THAT IS A NON-"U.S. PERSON" IN AN "OFFSHORE TRANSACTION,"
AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), IN
ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S IN A
PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN
EXCESS THEREOF), SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN
THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER
OF A DEFINITIVE NOTE WILL BE REQUIRED TO MAKE THE REPRESENTATIONS AND AGREEMENTS
SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE
FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT
OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY
INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE
TRUSTEE, THE NOTE ADMINISTRATOR, OR ANY INTERMEDIARY. IF AT ANY TIME, THE ISSUER
AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF
SUCH NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET
FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER THE
ACQUISITION OF THIS NOTE VOID AND REQUIRE THAT THIS NOTE BE TRANSFERRED TO A
PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.
A-2-1
TPG REAL ESTATE FINANCE 2018-FL1 ISSUER, LTD.
TPG RE FINANCE TRUST 2018-FL1 CO-ISSUER, LLC
CLASS A SENIOR SECURED FLOATING RATE NOTE DUE 2035
No. [IAI-
] [144A-
]
CUSIP No. 87266XAB9
U.S.$[
]
ISIN: US87266XAB91
Each of TPG REAL ESTATE FINANCE 2018-FL1 ISSUER, LTD., a Cayman Islands exempted
company with limited liability (the "Issuer") and TPG RE FINANCE TRUST 2018-FL1
CO-ISSUER, LLC, a Delaware limited liability company (the "Co-Issuer") for value
received, hereby promises to pay to [
] or its registered assigns
(a) upon presentation and surrender of this Note (except as otherwise permitted
by the Indenture referred to below), the principal sum of the amount indicated
above on the Payment Date occurring in February 2035 (the "Stated Maturity
Date"), to the extent not previously paid, in accordance with the Indenture
referred to below unless the unpaid principal of this Note becomes due and
payable at an earlier date by declaration of acceleration, call for redemption
or otherwise and (b) the Class A Interest Distribution Amount allocable to this
Note in accordance with the Indenture payable initially on March 16, 2018, and
thereafter monthly on the 4th Business day following each Determination Date (or
if such day is not a Business Day, then on the next succeeding Business