TPG Pace Energy Holdings Corp. c/o TPG Capital LP Fort Worth, TX 76102TPG Pace Energy Holdings Corp. • February 28th, 2017 • Blank checks • New York
TPG Pace Energy Holdings Corp., a Delaware corporation (the “Company”), is pleased to accept the offer TPG Pace Energy Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 11,500,000 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Shares”), up to 1,500,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class F Shares and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), 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 Charter. Unless
