REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 13th, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 9, 2020, is made and entered into by and among TPG Pace Beneficial Finance Corp., a Cayman Islands exempted company (the “Company”), and TPG Pace Beneficial Finance Sponsor, Series LLC, a Delaware series limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.3 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 13th, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 9, 2020, by and between TPG Pace Beneficial Finance Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
35,000,000 Units TPG Pace Beneficial Finance Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 1st, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • New York
TPG Pace Beneficial Finance Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 35,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms us
TPG Pace IV Holdings Corp. c/o TPG Global, LLC Fort Worth, TX 76102TPG Pace IV Holdings Corp. • July 29th, 2020 • Blank checks • New York
This agreement and the terms hereof (this “Agreement”) memorializes the purchase of 20,000,000 of Class F ordinary shares (the “Shares”), $0.0001 par value per share (the “Class F Shares”) in TPG Pace IV Holdings Corp., a Cayman Islands exempted company (the “Company”) by TPG Pace IV Sponsor (Series S), a series of TPG Pace IV Sponsor, Series LLC, a Delaware series limited liability company (the “Subscriber” or “you”), which occurred on August 12, 2019 (the “Effective Date”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class F Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class F Shares will convert into Class A Shares on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Articles. Unless the context otherwise requires, as used he
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 13th, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of October 6, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between TPG Pace Beneficial Finance Corp., a Cayman Islands exempted company (the “Company”), and TPG Pace Beneficial Finance Sponsor, Series LLC, a Delaware series limited liability company (the “Purchaser”).
TPG PACE BENEFICIAL FINANCE CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of October 9, 2020Warrant Agreement • October 13th, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 9, 2020, is by and between TPG Pace Beneficial Finance Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • October 13th, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of October 9, 2020 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 24th, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • New York
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 24th, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 2020, between TPG Pace Beneficial Finance Corp., a Cayman Islands exempted limited company (the “Company”), and TPG Holdings III, L.P. (the “Purchaser”), a Delaware limited partnership and an affiliate of TPG Global, LLC, a Delaware limited liability company (“TPG”). The amount of Units (as defined below) subject to forward purchase by the Purchaser will be set forth, from time to time, in an appendix hereto (as may be amended from time to time without further input from the Company provided that the Forward Purchase remains constant).
TPG Pace Beneficial Finance Corp. Fort Worth, TX 76102 Re: Initial Public Offering Gentlemen:Letter Agreement • October 13th, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among TPG Pace Beneficial Finance Corp., a Cayman Islands exempted company (the “Company”), and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 40,250,000 of the Company’s units (including up to 5,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-fifth of one redeemable warrant. Each whole redeemable warrant (each, a “Redeemable Warrant”) entitles the holder thereof to purchase one Ordinary Share
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 4th, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of September 23, 2020, among TPG Pace Beneficial Finance Corp., a Cayman Islands exempted limited company (the “Company”), and other third parties (each, a “Purchaser”, and collectively, the “Purchasers”). The amount of Units (as defined below) subject to forward purchase by each Purchaser will be set forth, from time to time, in an appendix hereto (as may be amended from time to time without further input from the Company).
TPG Pace Beneficial Finance Corp. Fort Worth, TX 76102Letter Agreement • September 24th, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among TPG Pace Beneficial Finance Corp., a Cayman Islands exempted company (the “Company”), and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 40,250,000 of the Company’s units (including up to 5,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-fifth of one redeemable warrant. Each whole redeemable warrant (each, a “Redeemable Warrant”) entitles the holder thereof to purchase one Ordinary Share
AMENDMENT NO. 1 TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 1st, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • New York
This first amendment (the “Amendment”) to that certain Forward Purchase Agreement (the “Agreement”) entered into as of September 23, 2020, among TPG Pace Beneficial Finance Corp., a Cayman Islands exempted limited company (the “Company”), and other third parties (each, a “Purchaser”, and collectively, the “Purchasers”), is entered into as of [●], pursuant to Section 9(m) of the Agreement. Capitalized terms that are used herein shall have the meanings ascribed to them in the Agreement. In consideration of the mutual promises and covenants contained herein, the Company and the Purchaser hereby agree as follow:
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 4th, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of September 23, 2020, between TPG Pace Beneficial Finance Corp., a Cayman Islands exempted limited company (the “Company”), and TPG Holdings III, L.P. (the “Purchaser”), a Delaware limited partnership and an affiliate of TPG Global, LLC, a Delaware limited liability company (“TPG”). The amount of Units (as defined below) subject to forward purchase by the Purchaser will be set forth, from time to time, in an appendix hereto (as may be amended from time to time without further input from the Company provided that the Forward Purchase remains constant).
AMENDMENT NO. 1 TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 4th, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • New York
This first amendment (the “Amendment”) to that certain Forward Purchase Agreement (the “Agreement”) entered into as of September 23, 2020, between TPG Pace Beneficial Finance Corp., a Cayman Islands exempted limited company (the “Company”), and TPG Holdings III, L.P. (the “Purchaser”), a Delaware limited partnership and an affiliate of TPG Global, LLC, a Delaware limited liability company (“TPG”), is entered into as of October 6, 2020, pursuant to Section 9(m) of the Agreement. Capitalized terms that are used herein shall have the meanings ascribed to them in the Agreement. In consideration of the mutual promises and covenants contained herein, the Company and the Purchaser hereby agree as follow:
TPG Pace Beneficial Finance Corp.TPG Pace Beneficial Finance Corp. • October 13th, 2020 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of TPG Pace Beneficial Finance Corp. (the “Company”) are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), TPG Global, LLC (“TPG”), an affiliate of our sponsor, TPG Pace Beneficial Finance Sponsor, Series LLC, shall make available to the Company, at 301 Commerce St., Suite 3300, Fort Worth, TX 76102 (or any successor location), certain office space, administrative and support services as may be reasonably required by the Company. In exchange therefor, the Company shall pay TPG the sum of $5
SHAREHOLDERS’ AGREEMENT dated as of December 10, 2020 among Edison Holdco B.V., TPG Pace Beneficial Finance Sponsor, Series LLC, and ENGIE New Business S.A.S.Shareholders’ Agreement • December 10th, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks
THIS SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of December 10, 2020 and effective as of the Closing (as defined below) (the “Effective Date”), is made by and among Edison Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkeheid) registered with the Netherlands trade register under number 81094035 (together with any successor thereto, the “Company”), TPG Pace Beneficial Finance Sponsor, Series LLC, a Delaware limited liability company (“Pace Sponsor”), and ENGIE New Business S.A.S., a French société par actions simplifiée (“Engie”).
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 1st, 2021 • TPG Pace Beneficial Finance Corp. • Blank checks
This SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Second Amendment”) is entered into as of May 31, 2021, by and among TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 353463 (“SPAC”), Edison Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Dutch Holdco”), New TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 368739 (“New SPAC”), ENGIE New Business S.A.S., a société par actions simplifiée organized and existing under the laws of France (“Seller”), and EV Charged B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the “Company” and together with SPAC, Dutch Holdco, New SPAC, Seller and the Company, collectively, the “Parties”). Capitalized terms used but not defined herein shall have the meanings
TERMINATION OF THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 30th, 2021 • TPG Pace Beneficial Finance Corp. • Blank checks
THIS TERMINATION OF THE BUSINESS COMBINATION AGREEMENT (this “Termination Agreement”) is entered into as of December 29, 2021 (the “Termination Date”), by and among TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 353463 (“SPAC”), Edison Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Dutch Holdco”), New TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 368739 (“New SPAC”), ENGIE New Business S.A.S., a société par actions simplifiée organized and existing under the laws of France (“Seller”), EV Charged B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the “Company” and together with Seller, the “Seller Parties”), and TPG Pace Finance Sponsor, Series LLC, a Delaware limited liability company (“Pace Sponso
AMENDMENT NO. 1 TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 4th, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • New York
This first amendment (the “Amendment”) to that certain Forward Purchase Agreement (the “Agreement”) entered into as of September 23, 2020, among TPG Pace Beneficial Finance Corp., a Cayman Islands exempted limited company (the “Company”), and other third parties (each, a “Purchaser”, and collectively, the “Purchasers”), is entered into as of October 6, 2020, pursuant to Section 9(m) of the Agreement. Capitalized terms that are used herein shall have the meanings ascribed to them in the Agreement. In consideration of the mutual promises and covenants contained herein, the Company and the Purchaser hereby agree as follow:
AMENDMENT NO. 1 TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 1st, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • New York
This first amendment (the “Amendment”) to that certain Forward Purchase Agreement (the “Agreement”) entered into as of September 23, 2020, between TPG Pace Beneficial Finance Corp., a Cayman Islands exempted limited company (the “Company”), and TPG Holdings III, L.P. (the “Purchaser”), a Delaware limited partnership and an affiliate of TPG Global, LLC, a Delaware limited liability company (“TPG”), is entered into as of [●], pursuant to Section 9(m) of the Agreement. Capitalized terms that are used herein shall have the meanings ascribed to them in the Agreement. In consideration of the mutual promises and covenants contained herein, the Company and the Purchaser hereby agree as follow:
SUBSCRIPTION AGREEMENTSubscription Agreement • December 10th, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [ ] day of [ ], 2020, by and among TPG Pace Beneficial Finance Corp., a Cayman Islands exempted company (“TPG Pace”), Edison Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) that will be converted to a Dutch public limited liability company (naamloze vennootschap) prior to completion of the Business Combination (as defined below) (the “Issuer”), and [ ] (“Subscriber”).
THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 6th, 2021 • TPG Pace Beneficial Finance Corp. • Blank checks
This THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Third Amendment”) is entered into as of August 6, 2021, by and among TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 353463 (“SPAC”), Edison Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Dutch Holdco”), New TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 368739 (“New SPAC”), ENGIE New Business S.A.S., a société par actions simplifiée organized and existing under the laws of France (“Seller”), and EV Charged B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the “Company” and together with SPAC, Dutch Holdco, New SPAC and Seller, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 19th, 2021 • TPG Pace Beneficial Finance Corp. • Blank checks
This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “First Amendment”) is entered into as of March 15, 2021, by and among TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 353463 (“SPAC”), Edison Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Dutch Holdco”), New TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 368739 (“New SPAC”), ENGIE New Business S.A.S., a société par actions simplifiée organized and existing under the laws of France (“Seller”), and EV Charged B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the “Company” and together with SPAC, Dutch Holdco, New SPAC, Seller and the Company, collectively, the “Parties”). Capitalized terms used but not defined herein shall have the meanings
TPG Pace Beneficial Finance Corp.TPG Pace Beneficial Finance Corp. • September 24th, 2020 • Blank checks
This letter will confirm our agreement that, commencing on the date the securities of TPG Pace Beneficial Finance Corp. (the “Company”) are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), TPG Global, LLC (“TPG”), an affiliate of our sponsor, TPG Pace Beneficial Finance Sponsor, Series LLC, shall make available to the Company, at 301 Commerce St., Suite 3300, Fort Worth, TX 76102 (or any successor location), certain office space, administrative and support services as may be reasonably required by the Company. In exchange therefor, the Company shall pay TPG the sum of $5
BUSINESS COMBINATION AGREEMENT by and among TPG PACE BENEFICIAL FINANCE CORP., EDISON HOLDCO B.V., NEW TPG PACE BENEFICIAL FINANCE CORP., ENGIE NEW BUSINESS S.A.S., and EV CHARGED B.V. Dated as of December 10, 2020Business Combination Agreement • December 10th, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of December 10, 2020 (this “Agreement”), by and among TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 353463 (“SPAC”), Edison Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Dutch Holdco”), New TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 368739 (“New SPAC”), ENGIE New Business S.A.S., a société par actions simplifiée organized and existing under the laws of France (“Seller”), and EV Charged B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the “Company” and together with SPAC, Dutch Holdco, New SPAC, Seller and the Company, collectively, the “Parties”).
