FINDER COMPENSATION

FINDER COMPENSATION SUMMARY

Premise

TGP Investments, LLC, (“TGP Investments”) the manager of TGP Capital Partners, LLC (the “Fund”) believes that fundamental success in private equity investing begins with proprietary deal flow.  To that end, we have created an economic incentive for business professionals and/or their employers, who formally introduce us to the principal shareholders of Target companies (unknown to TGP Investments) on a proprietary basis (“Finders”).  We are offering these Finders a compensation plan if the Fund makes an investment within twelve months of the formal introduction.  The following is a summary of the significant terms and conditions of the compensation plan:

Finder Compensation*

Compensation is paid in two parts, 1) cash paid at closing and 2) a percentage of the Fund’s profits.  The cash payment paid at closing is equal to 2.0% of enterprise value times the Fund’s fully diluted common stock ownership of the Target.  In addition, the Finder will receive 3.0% of the Fund’s profits when the Fund realizes full liquidity on its investment (“Realization Event”).  If upon a Realization Event, the Fund receives cash, common stock or property from the buyer of Target, the Finder will receive the same proportion as the Fund in the payment of the Fund’s interest.    

Hypothetical Example ($’s in 000’s)

To illustrate the compensation program, assume that the enterprise value of Target is $25 million, the Fund invests $8.5 million and receives 85% of the fully diluted common stock at closing.  After five years, the Fund’s interest in Target is sold, and the fund receives $42.5 million in value, thus yielding profit of $34 million. The following table denotes the total value to the Finder.

*TGP Investments will determine the eligibility of the business professional as a Finder in its sole discretion.  In order to qualify for compensation and prior to closing, TGP Investments will require that Finders sign a contract denoting all terms and conditions, as determined by TGP Investments.  Business professionals may directly receive Finder compensation with written permission of their employer.  Enterprise Value used to determine the cash paid at closing will be defined and determined by TGP Investments.  In calculating the amount of the Fund’s profits for the purpose of determining compensation, distributions related to pass through taxable operating income of Target will not be included.  The Finder will be entitled to compensation related only to Target and not the Fund’s other portfolio company investments.