REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 7th, 2017 • TPG Pace Holdings Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2017, is made and entered into by and among TPG Pace Holdings Corp., a Cayman Islands exempted company (the “Company”), and TPG Pace II Sponsor, LLC, a Cayman Islands 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”).
40,000,000 Units1 TPG Pace Holdings Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2017 • TPG Pace Holdings Corp. • Blank checks • New York
TPG Pace Holdings 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, 40,000,000 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 6,000,000 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 used herein
TPG Pace Holdings Corp. c/o TPG Capital LP Fort Worth, TX 76102TPG Pace Holdings Corp. • June 7th, 2017 • Blank checks • New York
TPG Pace Holdings Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer TPG Pace II Sponsor, LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”) has made to purchase 11,500,000 of the Company’s Class F ordinary shares (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 “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
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 7th, 2017 • TPG Pace Holdings Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of [●], 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between TPG Pace Holdings Corp., a Cayman Islands exempted company (the “Company”), and TPG Pace II Sponsor, LLC, a Cayman Islands limited liability company (the “Purchaser”).
TPG PACE HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [●], 2017Warrant Agreement • June 7th, 2017 • TPG Pace Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2017, is by and between TPG Pace Holdings Corp., a Cayman Islands exempted company (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”).
INDEMNITY AGREEMENTIndemnity Agreement • June 7th, 2017 • TPG Pace Holdings 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 [●] 2017 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 • June 7th, 2017 • TPG Pace Holdings Corp. • Blank checks • New York
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 Holdings Corp., a Cayman Islands exempted...Letter Agreement • June 7th, 2017 • TPG Pace Holdings Corp. • Blank checks
TPG Pace Holdings Corp.TPG Pace Holdings Corp. • June 7th, 2017 • Blank checks
This letter will confirm our agreement that, commencing on the date the securities of TPG Pace 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 II 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 Listing Da
