United states securities and exchange commission

90


TPI

Matamoros

 

EN TESTIMONIO DE LO ANTERIOR , las partes, después de haber leído y entendido el contenido de este Anexo de Arrendamiento No. 1 , lo firman a través de sus respectivos representantes debidamente autorizados para ello en la fecha que se menciona en los espacios de firma de este Anexo de Arrendamiento No. 1 y el mismo pasa a formar parte integrante del Contrato de Arrendamiento; por lo que todas las disposiciones del Contrato de Arrendamiento son aplicables a este Anexo de Arrendamiento No. 1 .				IN WITNESS WHEREOF , the parties, after having read and understood the contents of this Lease Schedule No. 1, executed it through their respective and duly authorized representatives on the date written in the signatures block of this of this Lease Schedule No. 1and the same becomes an integral part of the Lease Agreement; therefore, all provisions of the Lease Agreement are applicable to this Lease Schedule No. 1.
Arrendador/ Landlord QVCII, S. de R.L. de C.V.				Arrendatario / Tenant TPI-Composites II, S. de R.L. de C.V.
Por/By:		/s/ Lorenzo Manuel Berho Corona		Por/By:		/s/ Victor Manuel Saenz Saucedo
Nombre/Name:		Lorenzo Manuel Berho Corona		Nombre/Name:		Victor Manuel Saenz Saucedo
Cargo/Title:		Apoderado / Attorney in fact		Cargo/Title:		Apoderado /  Authorized Representative
Fecha/ Date:				Fecha/ Date:
Por/By:		/ s/ Lorenzo Dominique Berho Carranza
Nombre/Name:		Lorenzo Dominique Berho Carranza
Cargo/Title:		Apoderado / Attorney in fact
Fecha/ Date:

 

 

91

TPI

Matamoros

 

Lista de Anexos / List of Annexes

 

Anexo / Annex “1”	Especificaciones / Specifications
Anexo / Annex “2”	Determinación de la Renta / Rent Determination
Anexo / Annex “3”	Garantía de Arrendamiento / Lease Guaranty
Anexo / Annex “4”	Garantía Adicional / Additional Collateral
Anexo / Annex “5”	Manual de Mantenimiento / Maitenance Manual
Anexo / Annex “6”	Bienes del Arrendatario / Tenant’s Property

 

92

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

 

The Board of Directors

TPI Composites, Inc.:

We consent to the incorporation by reference in the registration statements on Form S-8 (Nos. 333-212648 and 333-216936) and on Form S-3/A (No. 333-220307) of TPI Composites, Inc. of our report dated March 8, 2018, with respect to the consolidated balance sheets of TPI Composites, Inc. as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the “consolidated financial statements”) which report appears in the December 31, 2017 annual report on Form 10-K of TPI Composites, Inc.

 

 

			/s/ KPMG LLP
Phoenix, Arizona
March 8, 2018

 

Exhibit 31.1

CERTIFICATION

I, Steven C. Lockard, certify that:

1. I have reviewed this annual report on Form 10-K of TPI Composites, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 8, 2018		By:	/s/ Steven C. Lockard
			Steven C. Lockard
			President and Chief Executive Officer
			(Principal Executive Officer)

 

 

Exhibit 31.2

CERTIFICATION

I, William E. Siwek, certify that:

1. I have reviewed this annual report on Form 10-K of TPI Composites, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 8, 2018		By:	/s/ William E. Siwek
			William E. Siwek
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

 

Exhibit 32.1

Certification Pursuant To

18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 of the Sarbanes-Oxley Act of 2002

I, Steven C. Lockard, Chief Executive Officer of TPI Composites, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. the report on Form 10-K of TPI Composites, Inc. for the fiscal year ended December 31, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m or 78o(d)); and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of TPI Composites, Inc.

 

Date: March 8, 2018		By:	/s/ Steven C. Lockard
			Steven C. Lockard
			President and Chief Executive Officer
			(Principal Executive Officer)

 

Exhibit 32.2

Certification Pursuant To

18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 of the Sarbanes-Oxley Act of 2002

I, William E. Siwek, Chief Financial Officer of TPI Composites, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. the report on Form 10-K of TPI Composites, Inc. for the fiscal year ended December 31, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m or 78o(d)); and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of TPI Composites, Inc.

 

Date: March 8, 2018		By:	/s/ William E. Siwek
			William E. Siwek
			Chief Financial Officer
			(Principal Financial and Accounting Officer)