TRTX 2018-FL2 ISSUER, LTD., a Cayman Islands
exempted company, as Issuer By:
/s/ Matthew Coleman
Name: Matthew Coleman
Title: Vice President
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
TRTX 2018-FL2 - Preferred Share Paying Agency Agreement
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Preferred Share Paying Agent By:
/s/ Amber Nelson
Name: Amber Nelson
Title: Assistant Vice President
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
TRTX 2018-FL2 - Preferred Share Paying Agency Agreement
MAPLESFS LIMITED, as Preferred Share Registrar and
Administrator
By:
/s/ Cleveland Stewart
Name: Cleveland Stewart
Title: Authorized Signatory
TRTX 2018-FL2 - Preferred Share Paying Agency Agreement
EXHIBIT A
PREFERRED SHARE CERTIFICATE
TRTX 2018-FL2 ISSUER, LTD.
PREFERRED SHARES, PAR VALUE US $0.001 PER SHARE AND WITH AN
AGGREGATE LIQUIDATION PREFERENCE AND NOTIONAL AMOUNT EQUAL TO
U.S.$1,000 PER SHARE
[FOR EHRI ONLY: THE PREFERRED SHARES REPRESENTED HEREBY CONSTITUTE AN ELIGIBLE
HORIZONTAL RESIDUAL INTEREST FOR PURPOSES OF THE CREDIT RUSK RETENTION RULES AND
THEREFORE ARE SUBJECT TO THE ADDITIONAL TRANSFER RESTRICTIONS AND REQUIREMENTS
IMPOSED BY SECTION 2.5(a)(iii) OF THE PREFERRED SHARE PAYING AGENCY AGREEMENT
AND THE CREDIT RISK RETENTION RULES, AND EACH HOLDER OF THE PREFERRED SHARES
REPRESENTED HEREBY SHALL BE DEEMED TO HAVE AGREED TO COMPLY WITH SUCH ADDITIONAL
RESTRICTIONS AND REQUIREMENTS. ANY PURPORTED TRANSFER OR EXCHANGE IN VIOLATION
OF THE FOREGOING SHALL BE NULL AND VOID AB INITIO.]
THE PREFERRED SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER RELEVANT
JURISDICTION, AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) ON
THE CLOSING DATE TO TPG RE FINANCE TRUST HOLDCO, LLC, A DELAWARE LIMITED
LIABILITY COMPANY, IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT PURSUANT TO THE EXEMPTION PROVIDED BY SECTION 4(2) THEREOF,
(2) PERSONS THAT ARE BOTH (X) A "QUALIFIED INSTITUTIONAL BUYER" ("QUALIFIED
INSTITUTIONAL BUYER") WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
("RULE 144A") AND (Y) A "QUALIFIED PURCHASER" AS DEFINED IN SECTION 2(a)(51) OF
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT")
AND THE RULES THEREUNDER, PURCHASING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS
WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, EACH OF WHICH THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, AND NONE OF WHICH
ARE (X) A DEALER OF THE TYPE DESCRIBED IN PARAGRAPH (a)(1)(ii) OF RULE 144A
UNLESS IT OWNS AND INVESTS ON A DISCRETIONARY BASIS NOT LESS THAN $25,000,000 IN
SECURITIES OF CO-ISSUERS THAT ARE NOT AFFILIATED TO IT OR (Y) A
PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(k) PLAN, OR ANY OTHER TYPE OF
PLAN REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF RULE 144A, OR A
TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE 144A THAT HOLDS THE
ASSETS OF SUCH A PLAN, UNLESS INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ARE
MADE SOLELY BY THE FIDUCIARY, TRUSTEE OR SPONSOR OF SUCH PLAN, TO WHOM
NOTICE IS GIVEN