INDEMNITY AGREEMENTIndemnity Agreement • May 10th, 2017 • TPG Pace Energy Holdings Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of May 4, 2017 between the Company and Indemnitee, the Company and Indemnitee do hereby covenant and agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2017 • TPG Pace Energy Holdings Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 4, 2017, is made and entered into by and among TPG Pace Energy Holdings Corp., a Delaware corporation (the “Company”), TPG Pace Energy Sponsor, LLC, a Delaware 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
TPG PACE ENERGY HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of May 4, 2017Warrant Agreement • May 10th, 2017 • TPG Pace Energy Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 4, 2017, is by and between TPG Pace Energy Holdings Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 10th, 2017 • TPG Pace Energy Holdings Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of May 4, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between TPG Pace Energy Holdings Corp., a Delaware corporation (the “Company”), and TPG Pace Energy Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 10th, 2017 • TPG Pace Energy Holdings Corp. • Blank checks • New York
May 4, 2017Letter Agreement • May 10th, 2017 • TPG Pace Energy Holdings 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 Energy Holdings Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, 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 69,000,000 of the Company’s units (including up to 9,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one Warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common St
TPG Pace Energy Holdings Corp.TPG Pace Energy Holdings Corp. • May 10th, 2017 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of TPG Pace Energy Holdings 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 Energy Sponsor, 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 $20,000 per month on the
